Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-15911 | ||
Entity Registrant Name | IMUNON, INC. | ||
Entity Central Index Key | 0000749647 | ||
Entity Tax Identification Number | 52-1256615 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 997 LENOX DRIVE | ||
Entity Address, Address Line Two | SUITE 100 | ||
Entity Address, City or Town | LAWRENCEVILLE | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08648 | ||
City Area Code | (609) | ||
Local Phone Number | 896-9100 | ||
Title of 12(b) Security | Common Stock, Par Value $0.01 Per Share | ||
Trading Symbol | IMNN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 13.1 | ||
Entity Common Stock, Shares Outstanding | 9,089,789 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive Proxy Statement to be filed for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | Princeton, New Jersey | ||
Auditor Firm ID | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 11,492,841 | $ 19,586,272 |
Investment in debt securities - available for sale, at fair value | 21,254,485 | 29,803,095 |
Accrued interest receivable on investment securities | 128,932 | 108,844 |
Money market investments, restricted cash | 1,500,000 | |
Advances and deposits on clinical programs and other current assets | 2,778,433 | 2,447,413 |
Total current assets | 37,154,691 | 51,945,624 |
Property and equipment (at cost, less accumulated depreciation and amortization) | 548,301 | 477,011 |
Other assets: | ||
Money market investments, restricted cash | 4,500,000 | 6,000,000 |
Deferred income tax asset | 1,567,026 | 1,383,446 |
In-process research and development, net | 13,366,234 | |
Operating lease right-of-use assets, net | 155,876 | 690,995 |
Deposits and other assets | 50,000 | 183,489 |
Total other assets | 6,272,902 | 21,624,164 |
Total assets | 43,975,894 | 74,046,799 |
Current liabilities: | ||
Accounts payable – trade | 3,586,623 | 2,547,251 |
Other accrued liabilities | 4,794,936 | 3,173,537 |
Notes payable – current portion, net of deferred financing costs | 1,424,774 | |
Operating lease liability - current portion | 230,749 | 548,870 |
Deferred revenue - current portion | 500,000 | |
Total current liabilities | 10,037,082 | 6,769,658 |
Earn-out milestone liability | 5,396,000 | |
Notes payable – non-current portion, net of deferred financing costs | 4,610,946 | 5,854,461 |
Operating lease liability - non-current portion | 230,749 | |
Total liabilities | 14,648,028 | 18,250,868 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value (100,000 shares authorized, and no shares issued or outstanding at December 31, 2022 and 2021) | ||
Common stock - $0.01 par value (112,500,000 shares authorized; 7,436,219 and 5,770,538 shares issued at December 31, 2022 and 2021, respectively, and 7,436,197 and 5,770,516 shares outstanding at December 31, 2022 and 2021, respectively) | 74,362 | 57,705 |
Additional paid-in capital | 397,980,023 | 388,600,979 |
Accumulated other comprehensive income (loss) | 26,494 | (7,974) |
Accumulated deficit | (368,667,825) | (332,769,591) |
Total stockholders’ equity before treasury stock | 29,413,054 | 55,881,119 |
Treasury stock, at cost (22 shares at December 31, 2022 and 2021) | (85,188) | (85,188) |
Total stockholders’ equity | 29,327,866 | 55,795,931 |
Total liabilities and stockholders’ equity | $ 43,975,894 | $ 74,046,799 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 112,500,000 | 112,500,000 |
Common stock, shares issued | 7,436,219 | 5,770,538 |
Common stock, shares outstanding | 7,436,197 | 5,770,516 |
Treasury stock, shares | 22 | 22 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Technology development and licensing revenue | $ 500,000 | $ 500,000 |
Operating expenses: | ||
Research and development | 11,733,666 | 10,619,287 |
General and administrative | 13,687,899 | 10,887,903 |
Total operating expenses | 25,421,565 | 21,507,190 |
Loss from operations | (24,921,565) | (21,007,190) |
Other income (expense): | ||
Gain from change in earn-out milestone liability | 5,396,000 | 1,622,000 |
Impairment of goodwill and in-process research and development | (13,366,234) | (1,976,101) |
Loss on debt extinguishment | (234,419) | |
Investment income, net | 453,356 | 10,996 |
Interest expense | (5,028,618) | (569,881) |
Other income | 1,801 | 1,899 |
Total other income (expense), net | (12,543,695) | (1,145,506) |
Loss before income tax benefit | (37,465,260) | (22,152,696) |
Income tax benefit | 1,567,026 | 1,383,446 |
Net loss | $ (35,898,234) | $ (20,769,250) |
Net loss per common share - basic and diluted | $ (5.03) | $ (3.83) |
Weighted average common shares outstanding - basic and diluted | 7,142,970 | 5,426,953 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss | $ (35,898,234) | $ (20,769,250) |
Changes in: | ||
Realized loss on investment securities recognized in investment income, net | 43,508 | 7,149 |
Unrealized loss (gain) on investment securities | (17,014) | 825 |
Other comprehensive income, net | 26,494 | 7,974 |
Comprehensive loss | $ (35,871,740) | $ (20,761,276) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (35,898,234) | $ (20,769,250) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 731,629 | 702,918 |
Change in fair value of earn-out milestone liability | (5,396,000) | (1,622,000) |
Stock-based compensation | 2,673,034 | 3,759,737 |
Change in deferred income tax asset | 462,377 | |
Impairment of goodwill and in-process research and development | 13,366,234 | 1,976,101 |
Amortization of deferred finance charges and debt discount associated with note payable | 181,259 | 237,258 |
Net changes in: | ||
Accrued interest receivable on investment securities | (20,088) | (108,844) |
Advances and deposits on clinical programs and other current assets | (514,600) | (786,718) |
Other assets | 133,489 | (124,728) |
Accounts payable – trade | 1,039,372 | 302,404 |
Other accrued liabilities | 1,072,529 | 247,142 |
Deferred revenue | (500,000) | (500,000) |
Net cash used in operating activities | (23,131,376) | (16,223,603) |
Cash flows from investing activities: | ||
Purchases of investment in debt securities | (48,191,922) | (53,811,069) |
Proceeds from sale and maturity of investment in debt securities | 56,775,000 | 24,000,000 |
Purchases of property and equipment | (267,800) | (311,613) |
Net cash used in investing activities | 8,315,278 | (30,122,682) |
Cash flows from financing activities: | ||
Proceeds from redeemable convertible preferred stock offering | 28,500,000 | |
Payment upon redemption of redeemable convertible preferred stock | (28,500,000) | |
Proceeds from issuance of common stock equity, net of issuance costs | 6,722,667 | 52,688,946 |
Proceeds from issuance of common stock upon exercise of warrants | 1,508,666 | |
Proceeds from issuance of common stock upon exercise of stock options | 4,725 | |
Proceeds from notes payable | 5,756,630 | |
Payments on notes payable including end-of-term fees | (5,190,587) | |
Net cash provided by financing activities | 6,722,667 | 54,768,380 |
Change in cash, cash equivalents and restricted cash | (8,093,431) | 8,422,095 |
Cash, cash equivalents and restricted cash at beginning of year | 25,586,272 | 17,164,177 |
Cash, cash equivalents and restricted cash at end of year | 17,492,841 | 25,586,272 |
Supplemental disclosure of cash flow information: | ||
Interest | (4,847,359) | (357,277) |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows from lease payments | 601,495 | 568,269 |
Realized and unrealized gains, net, on investment in debt securities | $ 26,494 | $ 7,974 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A and B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 27,134 | $ 330,669,476 | $ (85,188) | $ (312,000,341) | $ 18,611,081 | ||
Beginning balance, shares at Dec. 31, 2020 | 2,713,402 | 22 | |||||
Net loss | (20,769,250) | (20,769,250) | |||||
Sale of equity through equity financing facilities | $ 29,755 | 52,659,191 | 52,688,946 | ||||
Sale of equity through equity financing facilities, shares | 2,975,503 | ||||||
Realized and unrealized gains and losses, net, on investment securities | (7,974) | (7,974) | |||||
Stock-based compensation expense | 3,759,737 | 3,759,737 | |||||
Issuance of common stock upon exercise of options | $ 5 | 4,720 | 4,725 | ||||
Issuance of common stock upon exercise of options, shares | 500 | ||||||
Shares issued pursuant to warrant exercises | $ 811 | 1,507,855 | 1,508,666 | ||||
Shares issued pursuant to warrant exercises, shares | 81,111 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 57,705 | 388,600,979 | $ (85,188) | (7,974) | (332,769,591) | 55,795,931 | |
Ending balance, shares at Dec. 31, 2021 | 5,770,516 | 22 | |||||
Net loss | (35,898,234) | (35,898,234) | |||||
Effect of reverse stock split | |||||||
Effect of reverse stock split, shares | (27) | ||||||
Issuance of preferred stock upon financing | $ 28,500,000 | ||||||
Issuance of preferred stock upon financing, shares | 100,000 | ||||||
Redemption of preferred stock | $ (28,500,000) | ||||||
Redemption of preferred stock, shares | (100,000) | ||||||
Sale of equity through equity financing facilities | $ 16,644 | 6,706,010 | 6,722,654 | ||||
Sale of equity through equity financing facilities, shares | 1,664,349 | ||||||
Issuance of common stock for restricted options | $ 13 | 13 | |||||
Issuance of common stock for restricted options, shares | 1,381 | ||||||
Realized and unrealized gains and losses, net, on investment securities | 34,468 | 34,468 | |||||
Stock-based compensation expense | 2,673,034 | 2,673,034 | |||||
Ending balance, value at Dec. 31, 2022 | $ 74,362 | $ 397,980,023 | $ (85,188) | $ 26,494 | $ (368,667,825) | $ 29,327,866 | |
Ending balance, shares at Dec. 31, 2022 | 7,436,219 | 22 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business On September 19, 2022, Celsion Corporation announced a corporate name change to Imunon, Inc. (“Imunon” or the “Company”), reflecting the evolution of the Company’s business focus and its commitment to developing cutting-edge immunotherapies and next-generation vaccines to treat cancer and infectious diseases. The Company’s common stock will continue to trade on the Nasdaq Stock Market under the new ticker symbol “IMNN” effective as of the opening of trading on September 21, 2022. The Company filed an amendment to its Articles of Incorporation to effect the new corporate name. Imunon is a fully integrated, clinical stage biotechnology company focused on advancing a portfolio of innovative treatments that harness the body’s natural mechanisms to generate safe, effective, and durable responses across a broad array of human diseases, constituting a differentiating approach from conventional therapies. Imunon has two platform technologies: TheraPlas® platform for the development of immunotherapies and other anti-cancer nucleic acid-based therapies, and PLACCINE platform for the development of nucleic acid vaccines for infectious diseases and cancer. The Company’s lead clinical program, IMNN-001, is a DNA-based immunotherapy for the localized treatment of advanced ovarian cancer currently in Phase II development. IMNN-001 works by instructing the body to produce safe and durable levels of powerful cancer fighting molecules, such as interleukin-12 and interferon gamma, at the tumor site. Additionally, the Company is conducting preclinical proof-of-concept studies on a nucleic acid vaccine candidate targeting SARS-CoV-2 virus in order to validate its PLACCINE platform. Imunon’s platform technologies are based on the delivery of nucleic acids with novel synthetic delivery systems that are independent of viral vectors or devices. The Company will continue to leverage these platforms and to advance the technological frontier of plasmid DNA to better serve patients with difficult to treat conditions. Basis of Presentation The accompanying consolidated financial statements (“Financial Statements”) of Imunon have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, CLSN Laboratories, Inc. and Imunon GmbH. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of the financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s Financial Statements and accompanying notes. Actual results could differ materially from these estimates. Events and conditions arising subsequent to the most recent balance sheet date through the date of the issuance of these Financial Statements have been evaluated for their possible impact on the Financial Statements and accompanying notes. No events and conditions would give rise to any information that required accounting recognition or disclosure in the Financial Statements other than those arising in the ordinary course of business. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors, including the current economic environment. Significant items subject to such estimates are assumptions used for purposes of determining stock-based compensation, the fair value of the earn-out milestone liabilities, estimates for contingent liabilities, if any, and accounting for impairment of in-process research and development assets and goodwill evaluation. Management believes its estimates to be reasonable under the circumstances. Actual results could differ significantly from those estimates. Revenue Recognition The Company’s sole revenue stream is related to the Hisun agreement described in Note 18. There were no 0.5 Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments purchased with an original maturity of three months or less. A portion of these funds are not covered by FDIC insurance. Fair Value of Financial Instruments The carrying values of investment securities approximate their respective fair values. Management believes that the carrying amounts of the Company’s investment securities, including cash and cash equivalents and accounts payable approximate fair value due to the short-term nature of those instruments. Short-term investments are recorded at their estimated fair value. Short-Term Investments The Company classifies its investments in debt securities with readily determinable fair values as investments available-for-sale in accordance with Accounting Standards Codification (“ASC”) 320, Investments - Debt and Equity Securities Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the related assets, ranging from three to seven years, using the straight-line method. Amortization is recognized over the lesser of the life of the asset or the lease term. Major renewals and improvements are capitalized at cost and ordinary repairs and maintenance are charged against operating expenses as incurred. Depreciation expense was approximately $ 197,000 130,000 The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. There was no Deposits Deposits include real property security deposits and other deposits which are contractually required and of a long-term nature. In-Process Research and Development, Other Intangible Assets and Goodwill During 2014, the Company acquired certain assets of EGEN, Inc. As more fully described in Note 6, the acquisition was accounted for under the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. Impairment or Disposal of Long-Lived Assets The Company assesses the impairment of its long-lived assets under accounting standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. See Note 5 for information on impairment losses of its in - Comprehensive Income (Loss) ASC 220, Comprehensive Income 220 Research and Development Research and development costs are expensed as incurred. Equipment and facilities acquired for research and development activities that have alternative future uses are capitalized and charged to expense over their estimated useful lives. Net Loss per Common Share Basic and diluted net loss per common share was computed by dividing net loss for the year by the weighted average number of shares of common stock outstanding, both basic and diluted, during each period. The impact of common stock equivalents has been excluded from the computation of diluted weighted average common shares outstanding in periods where there is a net loss, as their effect is anti-dilutive. For the years ended December 31, 2022 and 2021, the total number of shares of common stock issuable upon exercise of warrants and equity awards is 988,389 618,800 Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax rate change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In accordance with ASC 740, Income Taxes, As more fully discussed in Note 10, on September 19, 2022, the Company received approval from the New Jersey Economic Development Authority to sell $ 1.6 1.6 1.6 1.5 1.4 15 20 1.9 Stock-Based Compensation In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued accounting pronouncements will not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows, or do not apply to its operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). |
FINANCIAL CONDITION AND LIQUIDI
FINANCIAL CONDITION AND LIQUIDITY | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL CONDITION AND LIQUIDITY | 2. FINANCIAL CONDITION AND LIQUIDITY Since inception, the Company has incurred substantial operating losses, principally from expenses associated with the Company’s research and development programs, clinical trials conducted in connection with the Company’s drug candidates, and applications and submissions to the U.S. Food and Drug Administration. The Company has not generated significant revenue and has incurred significant net losses in each year since inception. As of December 31, 2022, the Company has incurred approximately $ 369 32.8 1.6 6.0 The Company expects its operating losses to continue for the foreseeable future as it continues its product development efforts, and when it undertakes marketing and sales activities. The Company’s ability to achieve profitability is dependent upon its ability to obtain governmental approvals, manufacture, and market and sell its new drug candidates. There can be no assurance that the Company will be able to commercialize its technology successfully or that profitability will ever be achieved. The operating results of the Company have fluctuated significantly in the past. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the U.S. and worldwide resulting from the ongoing COVID-19 pandemic. The disruptions caused by COVID-19 may also disrupt the clinical trials process and enrollment of patients. This may delay commercialization efforts. The Company continues to monitor its operating activities in light of these events, and it is reasonably possible that the virus could have a negative effect on the Company’s financial condition and results of operations. The specific impact, if any, is not readily determinable as of the date of these Financial Statements. The actual amount of funds the Company will need to operate is subject to many factors, some of which are beyond the Company’s control. These factors include the following: ● the progress of research activities; ● the number and scope of research programs; ● the progress of preclinical and clinical development activities; ● the progress of the development efforts of parties with whom the Company has entered into research and development agreements; ● the costs associated with additional clinical trials of drug candidates; ● the ability to maintain current research and development licensing arrangements and to establish new research and development and licensing arrangements; ● the ability to achieve milestones under licensing arrangements; ● the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; and ● the costs and timing of regulatory approvals. On July 13, 2020, the Company announced that it has received a recommendation from the independent DMC to consider stopping the global Phase III OPTIMA Study of ThermoDox ® Since 2018, the Company has annually submitted applications to sell a portion of the Company’s State of New Jersey net operating losses as part of the Technology Business Tax Certificate Program sponsored by The New Jersey Economic Development Authority. Under the program, emerging biotechnology companies with unused NOLs and unused research and development credits are allowed to sell these benefits to other New Jersey-based companies. As part of the Technology Business Tax Certificate Program, the Company sold $ 1.6 1.5 1.6 1.4 15 20 1.9 In June 2018, the Company entered into a Credit Agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $ 10 Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625%) for the first 24 months through July 2020, followed by a 21-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date on April 1, 2023. 5 10 0.2 5 10 6 6 7.75 The Company has based its estimates on assumptions that may prove to be wrong. The Company may need to obtain additional funds sooner or in greater amounts than it currently anticipates. Potential sources of financing include strategic relationships, public or private sales of the Company’s shares or debt, the sale of the Company’s New Jersey NOLs and other sources. If the Company raises funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of existing stockholders may be diluted. See Note 11 for a discussion of the Company’s issuance and redemption of Series A Preferred Stock and Series B Preferred Stock. |
INVESTMENTS IN DEBT SECURITIES
INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE | 3. INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE Investments in debt securities available for sale with a fair value of $ 21,254,485 29,803,095 Investments in debt securities available for sale are evaluated periodically to determine whether a decline in their value is other than temporary. The term “other than temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows: SCHEDULE OF COST, FAIR VALUE AND MATURITIES OF SHORT TERM INVESTMENTS December 31, 2022 December 31, 2021 Cost Fair Value Cost Fair Value Short-term investments U.S. Treasury securities $ - $ - $ 14,786,982 $ 14,778,705 Corporate debt securities 21,227,991 21,254,485 15,024,087 15,024,390 Total $ 21,227,991 $ 21,254,485 $ 29,811,069 $ 29,803,095 December 31, 2022 December 31, 2021 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 4,005,559 $ 3,994,590 $ 19,798,177 $ 19,799,835 Between 3-12 months 17,222,432 17,259,895 10,012,892 10,003,260 Total $ 21,227,991 $ 21,254,485 $ 29,811,069 $ 29,803,095 The following table shows the Company’s investment in debt securities available for sale gross unrealized gains (losses) and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2022 and 2021. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. SUMMARY OF INVESTMENT SECURITIES GROSS UNREALIZED GAINS (LOSSES) December 31, 2022 December 31, 2021 Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement) Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ 13,278,505 $ 43,508 $ 8,999,580 $ 3,499 Investments in debt securities with unrealized losses 7,975,980 $ (17,014 ) 20,803,515 (11,473 ) Total $ 21,254,485 $ 26,494 $ 29,803,095 $ (7,974 ) Investment income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: SUMMARY OF NET REALIZED LOSSES ON SALES OF AVAILABLE FOR SALE SECURITIES AND INVESTMENT INCOME INTEREST AND DIVIDENDS 2022 2021 Interest and dividends accrued and paid $ 502,578 $ 18,145 Realized losses (49,222 ) (7,149 ) Investment income, net $ 453,356 $ 10,996 |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
RESTRICTED CASH | 4. RESTRICTED CASH As a condition of the SVB Loan Facility entered into on June 18, 2021 as further discussed in Note 11, the Company is required at all times to maintain on deposit with SVB as cash collateral in a segregated money market bank account in the name of the Company, unrestricted and unencumbered cash (other than a lien in favor of SVB) in an amount of at least 100% of the aggregate outstanding amount of the SVB loan facility. SVB may restrict withdrawals or transfers by or on behalf of the Company that would violate this requirement. The required reserve totaled $ 6.0 1.5 4.5 The following table reconciles cash and cash equivalents and restricted cash per the consolidated balance sheets to the consolidated statements of cash flows: SCHEDULE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH December 31, 2022 December 31, 2021 Cash and cash equivalents $ 11,492,841 $ 19,586,272 Money market investments, restricted 6,000,000 6,000,000 Total $ 17,492,841 $ 25,586,272 |
FAIR VALUES OF FINANCIAL INSTRU
FAIR VALUES OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Values Of Financial Instruments | |
FAIR VALUES OF FINANCIAL INSTRUMENTS | 5. FAIR VALUES OF FINANCIAL INSTRUMENTS FASB ASC Section 820, Fair Value Measurements and Disclosures, Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date; Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions that market participants would use in pricing an asset or liability. Cash and cash equivalents, other current assets, accounts payable and other accrued liabilities are reflected in the consolidated balance sheets at their approximate estimated fair values primarily due to their short-term nature. The fair values of securities available for sale are determined by relying on the securities’ relationship to other benchmark quoted securities and classified its investments as Level 2 items in both 2022 and 2021. There were no transfers of assets or liabilities between Level 1 and Level 2 and no transfers in or out of Level 3 during the years ended December 31, 2022 and 2021. The changes in Level 3 liabilities were the result of changes in the fair value of the earn-out milestone liability included in earnings and in-process R&D. The earnout milestone liability at December 31, 2021 is valued using a risk-adjusted assessment of the probability of payment of each milestone, discounted to present value using an estimated time to achieve the milestone (see Note 13). Assets and liabilities measured at fair value are summarized below: SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Total Fair Value Quoted Prices Significant Other (Level 2) Significant (Level 3) Assets: Recurring items as of December 31, 2022 Corporate debt securities, available for sale $ 21,254,485 $ – $ – $ 21,254,485 Non-recurring items as of December 31, 2022 In-process R&D (Note 6) $ – $ – $ – $ – Recurring items as of December 31, 2021 Corporate debt securities and U.S. treasury obligations, available for sale $ 29,803,095 $ – $ – $ 29,803,095 Non-recurring items as of December 31, 2021 In-process R&D (Note 6) $ 13,366,234 $ – $ – $ 13,366,234 Liabilities: Recurring items as of December 31, 2022 Earn-out milestone liability (Note 13) $ – $ – $ – $ – Recurring items as of December 31, 2021 Earn-out milestone liability (Note 13) $ 5,396,000 $ – $ – $ 5,396,000 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS In June 2014, the Company completed the acquisition of substantially all of the assets of EGEN, Inc., an Alabama corporation (“EGEN”), which changed its company name to EGWU, Inc. after the closing of the acquisition (the “EGEN Acquisition”). The Company acquired all of EGEN’s right, title and interest in and to substantially all of the assets of EGEN, including cash and cash equivalents, patents, trademarks and other intellectual property rights, clinical data, certain contracts, licenses and permits, equipment, furniture, office equipment, furnishings, supplies and other tangible personal property. In addition, CLSN Laboratories assumed certain specified liabilities of EGEN, including the liabilities arising out of the acquired contracts and other assets relating to periods after the closing date. Acquired In-process Research and Development. Acquired in-process research and development (“IPR&D”) consists of EGEN’s drug technology platforms: TheraPlas and TheraSilence. The fair value of the IPR&D drug technology platforms was estimated to be $ 24.2 As of December 31, 2022, the Company assessed whether there were indicators of impairment for the Company’s IPR&D and determined that the IPR&D asset was impaired during that period. Due to the continuing deterioration of public capital markets in the biotech industry in 2022 and 2021 and its impact on market capitalization rates in this sector, IPR&D was reviewed for impairment. Having conducted a quantitative analysis of the company’s IPR&D assets, the Company concluded the IPR&D asset was impaired during the fourth quarter of 2022. As of December 31, 2022, the Company wrote off the $ 13.4 13.4 As of September 30, 2021, the Company assessed whether there were indicators of impairment for the Company’s IPR&D and determined that no IPR&D asset was impaired during that period. Due to the continuing deterioration of public capital markets in the biotech industry in 2021 and its impact on market capitalization rates in this sector, IPR&D was reviewed for impairment. Having conducted a quantitative analysis of the company’s IPR&D assets, the Company concluded no IPR&D asset was impaired during that period. Due to the continuing slowdown in investment by public capital markets in the biotech industry and its impact on market capitalization rates in this sector, the Company conducted a valuation analysis of its IPR&D for the ovarian cancer indication as of December 31, 2021. Based on this valuation analysis, the Company has concluded that it is not more likely than not that the asset is impaired as of December 31, 2021. As such, no Covenants Not to Compete Pursuant to the EGEN Purchase Agreement, EGEN provided certain covenants (“Covenant Not To Compete”) to the Company whereby EGEN agreed, during the period ending on the seventh anniversary of the closing date of the acquisition on June 20, 2014, not to enter into any business, directly or indirectly, which competes with the business of the Company nor would it contact, solicit or approach any of the employees of the Company for purposes of offering employment. The Covenant Not to Compete which was valued at approximately $ 1.6 7 113,660 Goodwill The purchase price exceeded the estimated fair value of the net assets acquired by approximately $ 2.0 2.0 2.0 The following is a summary of the net fair value of the assets acquired in the EGEN Acquisition for the two years ended December 31, 2022: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED IPR&D Goodwill Covenant Not to Compete Balance at January 1, 2021, net $ 13,366,234 $ 1,976,101 $ 113,660 Amortization - - (113,660 ) Impairment charge - (1,976,101 ) - Balance at December 31, 2021, net 13,366,234 - - Balance 13,366,234 - - Impairment charge (13,366,234 ) - - Balance at December 31, 2022, net $ - $ - $ - Balance $ - $ - $ - |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT Property and equipment at December 31, 2022 and 2021 consist of the following: SUMMARY OF PROPERTY AND EQUIPMENT 2022 2021 December 31, 2022 2021 Machinery and equipment ( 5 7 $ 2,468,388 $ 3,106,069 Furniture and fixtures ( 3 5 350,481 383,477 Leasehold improvements ( 5 7 373,194 343,203 Property and equipment gross 3,192,063 3,832,749 Less accumulated depreciation and amortization (2,643,762 ) (3,355,738 ) Total $ 548,301 $ 477,011 |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | 8. OTHER ACCRUED LIABILITIES Other accrued liabilities at December 31, 2022 and 2021 include the following: SCHEDULE OF OTHER ACCRUED LIABILITIES 2022 2021 December 31, 2022 2021 Amounts due to contract research organizations and other contractual agreements $ 2,196,711 $ 1,401,356 Accrued payroll and related benefits 2,139,927 1,636,727 Accrued interest 37,583 16,792 Accrued professional fees 215,402 87,250 Other 205,313 31,412 Total $ 4,794,936 $ 3,173,537 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 9. NOTES PAYABLE The SVB Loan Facility On June 18, 2021, the Company entered into a $ 10 6 6.0 The SVB Loan Facility is in the form of money market secured indebtedness bearing interest at a calculated WSJ Prime-based variable rate (currently 7.75 3 10 Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date. In connection with the SVB Loan Facility, the Company incurred financing fees and expenses totaling $ 243,370 3.0 300,000 295,792 106,709 181,259 97,831 The following is a schedule of future principal payments, net of unamortized debt discounts and amortized end-of-term fee, due on the SVB Loan Facility: SCHEDULE OF FUTURE PRINCIPAL PAYMENTS, NET OF UNAMORTIZED DEBT DISCOUNTS As of December 31, 2023 $ 1,500,000 2024 3,000,000 2025 and thereafter 1,500,000 Subtotal of future principal payments 6,000,000 Amortized end-of-term fee, net (35,720 ) Total $ 5,964,280 Horizon Credit Agreement On June 27, 2018, the Company entered into a loan agreement with Horizon Technology Finance Corporation (“Horizon”) that provided $ 10 10 5 10 0.2 5 Pursuant to the Amendment, the remaining $ 5 The obligations bore interest at a rate calculated based on an amount by which the one-month LIBOR exceeds 2% plus 7.625%. In no event could the interest rate be less than 9.625%. Payments pursuant to the Amendment were interest only for the first 12 months after August 1, 2020, followed by a 21-month amortization period of principal and interest through the scheduled maturity date on April 1, 2023. In addition, the remaining $ 5 275,000 In connection with the Amendment, Imunon agreed to a liquidity covenant which provided that, at all times, Imunon maintain unrestricted cash and/or cash equivalents on deposit in accounts over which the applicable lenders maintained an account control agreement in an amount not less than $2.5 million. In addition, pursuant to the Amendment, Imunon agreed to provide evidence to Horizon on or before March 31, 2021, that it received aggregate cash proceeds of not less than $5 million from the sale of equity, debt, its New Jersey NOLs, or a combination thereof, subsequent to the date of the Amendment. The Company met this requirement during the fourth quarter of 2020. In connection with the Horizon Credit Agreement, the Company incurred financing fees and expenses totaling $ 175,000 100,000 782,116 4.0 400,000 As a fee in connection with the Horizon Credit Agreement, Imunon issued Horizon warrants exercisable for a total of 12,674 39.45 507,116 6,337 15.15 16,501 6,337 39.45 The New Warrants were immediately exercisable for cash or by net exercise from the date of grant and will expire after ten years from the date of grant. The Horizon Credit Agreement contains customary representations, warranties and affirmative and negative covenants including, among other things, covenants that limit or restrict Imunon’s ability to grant liens, incur indebtedness, make certain restricted payments, merge, or consolidate and make dispositions of assets. The Amendment was evaluated in accordance with FASB ASC 470-50, Debt-Modifications and Extinguishments 5 The Company accounted for the remaining $ 5 5 5,000 247,548 5 109,706 275,000 142,605 5 During the year ended December 31, 2021, the Company incurred $ 225,920 139,428 On June 18, 2021, as a condition of entering into the SVB Loan Facility, the Company paid the outstanding principal balance, an early termination fee and the end of term charges in full satisfaction of the Horizon Credit Agreement, as amended. The following is a schedule of the amounts paid to Horizon on June 18, 2021: SCHEDULE OF DEBT Principal balance at June 18, 2021 $ 5,000,000 Early termination fees 150,000 End of term charges 275,000 Total $ 5,425,000 During the year ended December 31, 2021, the Company recorded a loss of $ 234,419 190,581 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES The income tax benefit for the years ended December 31, 2022 and 2021 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) 2022 2021 Federal Current $ - $ - Deferred - - State and Local - - Current - - Deferred (1,567,026 ) (1,383,446 ) Total $ (1,567,026 ) $ (1,383,446 ) A reconciliation of the Company’s statutory tax rate to the effective rate for the years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal tax benefit 7.1 7.8 Permanent differences 29.8 (15.0 ) Other – – Change in valuation allowance and deferred rate change, net (53.8 ) (7.6 ) Effective tax rate 4.6 % 6.2 % The components of the Company’s deferred tax asset as of December 31, 2022 and 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 December 31, 2022 2021 Net operating loss carryforwards $ 79,800,000 $ 64,915,000 Other deferred tax assets, net 13,287,000 5,213,000 Subtotal 93,087,000 70,128,000 Valuation allowance (91,519,974 ) (68,744,554 ) Total deferred tax asset $ 1,567,026 $ 1,383,446 The evaluation of the realizability of such deferred tax assets in future periods is made based upon a variety of factors that affect the Company’s ability to generate future taxable income, such as intent and ability to sell assets and historical and projected operating performance. The Company has established a valuation reserve for its deferred income tax assets other than those related to its New Jersey NOLs. At December 31, 2021, after its evaluation of its New Jersey NOLs as discussed more fully below, the Company reduced the valuation reserve and recognized $ 1.6 330 225 64 the deduction for net operating losses incurred in tax years beginning after January 1, 2018 is limited to 80% of annual taxable income. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act provides for economic and cash liquidity stimulus through various means including payroll tax credits, payroll tax deferral, short-term changes in tax deductibility of interest expenses among other things. The Act also permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Previously, NOLs generated after December 31, 2017 were limited to 80% of taxable income in future years. In addition, the CARES Act allows NOLs incurred in 2018 through 2021 to be carried back to each of the five preceding tax years. The Company evaluated the various aspects of the Cares Act and determined that there was no material effect on the Financial Statements. 58 expire starting in 2029 through 2041 During 2022, 2021 and in prior years, the Company performed analyses to determine if there were changes in ownership, as defined by Section 382 of the Internal Revenue Code that would limit its ability to utilize certain net operating loss and tax credit carry forwards. The Company determined that it experienced ownership changes, as defined by Section 382, in connection with certain common stock offerings in July 2011, February 2013, June 2013, June 2015, February 2017, June 2017, October 2017, August 2018, February 2020, January 2021 and November 2022. As a result, the utilization of the Company’s federal tax net operating loss carry forwards generated prior to the ownership changes are limited. As of December 31, 2022, the Company has net operating loss carry forwards for U.S. federal and state tax purposes of approximately $ 325 4.2 90 1.4 34 1.5 4 1.6 40 0.3 35 0.3 7 0.8 5 1.5 30 0.8 15 2.0 40 28.0 30 Sale of New Jersey Net Operating Losses Since 2018, the Company has annually submitted applications to sell a portion of the Company’s New Jersey NOLs as part of the Technology Business Tax Certificate Program sponsored by The New Jersey Economic Development Authority. Under the program, emerging biotechnology companies with unused NOLs and unused research and development credits are allowed to sell these benefits to other New Jersey-based companies. As part of the Technology Business Tax Certificate Program, the Company sold $ 1.6 1.5 1.6 1.4 15 20 1.9 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ EQUITY On March 19, 2021, the Company filed with the SEC a $ 100 On September 19, 2022, the Company announced a corporate name change to Imunon, Inc. The Company’s common stock will continue to trade on the Nasdaq Stock Market under the new ticker symbol “IMNN” effective as of the opening of trading on September 21, 2022, and its CUSIP number (15117N602) remained unchanged. The Company filed an amendment to its Articles of Incorporation to effect the new corporate name. Reverse Stock Split On February 28, 2022, the Company effected a 15-for-1 reverse stock split of its common stock which was made effective for trading purposes as of the commencement of trading on March 31, 2022. As of that date, each 15 shares of issued and outstanding common stock and equivalents was consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split. In addition, at the market open on March 1, 2022, the Company’s common stock started trading under a new CUSIP number 15117N602 although the Company’s ticker symbol, CLSN, remained unchanged. The reverse stock split was previously approved by the Company’s stockholders at the 2022 Special Meeting held on February 24, 2022, and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation to effect the stock consolidation. The primary reasons for the reverse stock split and the amendment were: ● To provide the Company with the ability to support its future anticipated growth and would provide greater flexibility to consider and respond to future business opportunities and needs as they arise, including equity financings and stock-based acquisitions of new technology and product development candidates. The availability of additional shares of Common Stock would permit the Company to undertake certain of the foregoing actions without delay and expense associated with holding a Special Meeting of Stockholders to obtain stockholder approval each time such an opportunity arises that would require the issuance of shares of Common Stock; and ● To continue listing on The NASDAQ Capital Market, which requires that the Company comply with the applicable listing requirements under NASDAQ Marketplace Rules, which requirements include, among others, a minimum bid price of at least $1.00 per share. On December 2, 2021, the Company received a letter from NASDAQ indicating that the closing bid price of the Company’s Common Stock fell below $1.00 per share for the previous 30 consecutive business days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued inclusion on The NASDAQ Capital Market. The Company had 180 calendar days, until May 31, 2022, to regain compliance with this requirement, which occurs when the closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-day compliance period Immediately prior to the reverse stock split, the Company had 86,557,736 5,770,516 The amount of the Company’s outstanding convertible preferred stock were not affected by the reverse stock split. 6.6 0.4 2.5 0.2 At the Market Offering Agreement On May 25, 2022, the Company entered into an At the Market Offering Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time, through Wainwright, shares of the Company’s common stock having an aggregate offering price of up to $ 7,500,000 336,075 503,798 1,653,392 2,465,656 Capital on Demand TM On December 4, 2018, the Company entered into the Capital on Demand Agreement with JonesTrading, pursuant to which the Company may offer and sell, from time to time, through JonesTrading shares of Common Stock having an aggregate offering price of up to $ 16.0 0.5 6.9 January 2021 Registered Direct Offering On January 22, 2021, the Company entered into a Securities Purchase Agreement (the “January 2021 Purchase Agreement”) with several institutional investors, pursuant to which the Company issued and sold, in a registered direct offering (the “January 2021 Offering”), an aggregate of 1,728,395 20.25 35 In connection with the January 2021 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (“AGP,” and together with Brookline Capital Markets, the “January 2021 Placement Agents”) pursuant to which the Company agreed to pay the January 2021 Placement Agents a cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the January 2021 Offering and reimburse the January 2021 Placement Agents for certain of their expenses in an amount not to exceed $82,500. March 2021 Registered Direct Offering On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “March 2021 Purchase Agreement”) with several institutional investors, pursuant to which the Company issued and sold, in a registered direct offering (the “March 2021 Offering”), an aggregate of 769,230 19.50 15 In connection with the March 2021 Offering, the Company entered into a placement agent agreement (the “March 2021 Placement Agent Agreement”) with AGP, as lead placement agent (together with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, serving as co-placement agents, the “March 2021 Placement Agents”), pursuant to which the Company agreed to pay the March 2021 Placement Agents an aggregate cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the offering and reimburse the Placement Agents for certain of their expenses in an amount not to exceed $82,500. Series A and Series B Convertible Redeemable Preferred Stock Offering On January 10, 2022, the Company entered into a Securities Purchase Agreement (the “Preferred Stock Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in concurrent registered direct offerings (the “Preferred Offerings”), (i) 50,000 0.01 50,000 0.01 285 5 300 14.25 28.50 300 13.65 1,098,901 300 15.00 1,000,000 On March 3, 2022, the Company redeemed for cash at a price equal to 105% of the $ 300 50,000 Series A Preferred Stock and its 50,000 In connection with the Preferred Offerings, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with AGP pursuant to which the Company agreed to pay AGP an aggregate cash fee equal to $ 1,000,000 110,000 April 2022 Registered Direct Offering On April 6, 2022, the Company entered into a Securities Purchase Agreement (the “April 2022 Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “April 2022 Offering”), an aggregate of 1,328,274 5.27 7.0 In connection with the April 2022 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (the “April 2022 Placement Agent”) pursuant to which the Company agreed to pay the April 2022 Placement Agent a cash fee equal to 6.5% of the aggregate gross proceeds raised from the sale of the securities sold in the April 2022 Offering and reimburse the April 2022 Placement Agent for certain of their expenses in an amount not to exceed $50,000. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION The Company has long-term compensation plans that permit the granting of equity-based awards in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, and performance awards. At the 2018 Annual Stockholders Meeting of the Company held on May 15, 2018, stockholders approved the Imunon, Inc. 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan, as adopted, permits the granting of 180,000 80,000 260,000 166,667 426,667 513,333 940,000 The Company has issued stock awards to employees and directors in the form of stock options and restricted stock. Options are generally granted with strike prices equal to the fair market value of a share of Imunon common stock on the date of grant. Incentive stock options may be granted to purchase shares of common stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of the outstanding stock of Imunon must be at least 110% of such fair market value on the date of grant. Only officers and key employees may receive incentive stock options. Option and restricted stock awards vest upon terms determined by the Compensation Committee of the Board of Directors and are subject to accelerated vesting in the event of a change of control or certain terminations of employment. The Company issues new shares to satisfy its obligations from the exercise of options or the grant of restricted stock awards. As of December 31, 2022, the Compensation Committee of the Board of Directors approved the grant of (i) inducement stock options (the “Inducement Option Grants”) to purchase a total of 204,501 69,250 1.76 As of December 31, 2022, there were a total of 945,073 556,119 388,954 263,751 Total compensation cost related to stock options and restricted stock awards was approximately $ 2.7 3.8 0.9 1.4 1.8 2.4 A summary of stock option awards as of December 31, 2022 and changes during the two-year period ended December 31, 2022 is presented below: SUMMARY OF STOCK OPTIONS Stock Options Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2021 308,313 $ 41.55 Options granted 148,016 $ 32.09 Options exercised (500 ) $ 9.45 Options canceled or expired (14,404 ) $ 38.23 Outstanding at December 31, 2021 441,425 $ 38.50 Options granted 716,156 $ 2.72 Options canceled or expired (397,361 ) $ 39.06 Outstanding at December 31, 2022 760,220 $ 4.55 9.25 $ – Exercisable at December 31, 2022 201,935 $ 8.07 8.9 $ – A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2022 and changes during the two-year period ended December 31, 2022, is presented below: SUMMARY OF NON-VESTED RESTRICTED STOCK AWARDS Restricted Stock Number Outstanding Weighted Average Grant Date Fair Value Non-vested stock awards outstanding at January 1, 2021 83 $ 9.45 Granted 1,464 $ 13.48 Forfeited (66 ) $ 33.30 Non-vested stock awards outstanding at December 31, 2021 1,481 $ 12.36 Granted 69,650 $ 1.92 Vested and issued (1,381 ) $ 12.04 Forfeited (100 ) $ 9.45 Non-vested stock awards outstanding at December 31, 2022 69,650 $ 1.92 A summary of stock options outstanding at December 31, 2022 by price range is as follows: SUMMARY OF STOCK OPTIONS OUTSTANDING Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Up to $ 10.00 709,952 9.41 $ 2.78 166,301 9.33 $ 3.11 $ 10.01 25.00 10,500 8.08 $ 18.42 5,597 7.82 $ 18.54 Above $ 25.01 39,768 6.67 $ 32.43 30,037 6.52 $ 33.62 760,220 201,935 The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was originally developed for use in estimating the fair value of traded options, which have different characteristics from Imunon’s stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: SCHEDULE OF ASSUMPTIONS USED TO DETERMINE FAIR VALUE OF OPTIONS GRANTED Year Ended December 31, 2022 2021 Risk-free interest rate 1.74 3.97 1.54 1.74 Expected volatility 100.0 113.9 106.8 113.2 Expected life (in years) 7.5 10.0 7.5 10.0 Expected dividend yield 0.0 % 0.0 % Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. As of December 31, 2022, there was $ 0.7 2.1 |
EARN-OUT MILESTONE LIABILITY
EARN-OUT MILESTONE LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Earn-out Milestone Liability | |
EARN-OUT MILESTONE LIABILITY | 13. EARN-OUT MILESTONE LIABILITY The total aggregate purchase price for the EGEN Acquisition included potential future Earn-out Payments contingent upon achievement of certain milestones. The difference between the aggregate $ 30.4 13.9 each milestone (10% to 67%) and utilizing a discount rate based on the estimated time to achieve the milestone (1.5 to 2.5 years). On March 28, 2019, the Company and EGWU, Inc., entered into the Amended Asset Purchase Agreement. Pursuant to the Amended Asset Purchase Agreement, payment of the earnout milestone liability related to the Ovarian Cancer Indication of $12.4 million has been modified. The Company had the option to make the payment upon achievement of the milestones as follows: a) $ 7.0 b) $ 12.4 At December 31, 2022, the Company wrote off the earn-out milestone liability as a result of the requirements not being achieved and recognized a non-cash gain of $ 5.4 5.4 1.6 7.0 The following is a summary of the changes in the earn-out milestone liability for 2021 and 2022: SCHEDULE OF CHANGES IN EARN-OUT MILESTONE LIABILITY Balance at January 1, 2021 $ 7,018,000 Non-cash loss from the adjustment for the change in fair value included in 2021 net loss (1,622,000 ) Balance at December 31, 2021 5,396,000 Non-cash gain from the adjustment for the change in fair value included in 2022 net loss (5,396,000 ) Balance at December 31, 2022 $ - |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | 14. WARRANTS Following is a summary of all warrant activity for the two years ended December 31, 2022: SUMMARY OF WARRANT ACTIVITY Warrants Number of Warrants Issued Weighted Average Exercise Price Warrants outstanding at January 1, 2021 256,903 $ 20.10 Warrants exercised during 2021 (Note 11) (81,111 ) $ 18.60 Warrants outstanding and exercisable at December 31, 2021 175,792 $ 20.96 Warrants expired during 2022 (7,273 ) $ 48.30 Warrants outstanding and exercisable at December 31, 2022 168,519 * $ 19.78 Aggregate intrinsic value of outstanding warrants at December 31, 2022 $ - 0 Weighted average remaining contractual terms (years) 3.0 * Warrants to exercise 4,059 31.05 In connection with the February 2020 Registered Direct financing (see Note 11), the Company issued warrants to purchase 213,333 81,111 6,337 16,501 5,000 4 11.85 9.00 45,000 |
IMUNON EMPLOYEE BENEFIT PLANS
IMUNON EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
IMUNON EMPLOYEE BENEFIT PLANS | 15. IMUNON EMPLOYEE BENEFIT PLANS Imunon maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees over the age of twenty-one. Participating employees may defer a portion of their pretax earnings, up to the IRS annual contribution limit. The Company makes a matching contribution up to a maximum of 3 117,000 107,000 172,000 5 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | 16. LEASES In 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership, for a 10,870 66 April 30, 2017 st 18,900 20,500 st st increase the size of the premises by 2,285 square feet to 9,850 square feet and extended the lease term by one year to September 1, 2023. st nd nd 25,035 27,088 In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. 60 9,049 18,100 22 2,197 5,500 60 11,420 28,550 The following is a table of the lease payments and maturity of the Company’s operating lease liabilities as of December 31, 2022: SCHEDULE OF LEASE PAYMENTS AND MATURITY OF OPERATING LEASE LIABILITIES For the year ending December 31, 2023 $ 238,609 2024 and thereafter - Subtotal future lease payments 238,609 Less imputed interest (7,860 ) Total lease liabilities $ 230,749 Weighted average remaining life 0.61 Weighted average discount rate 9.98 % For 2022, operating lease expense was $ 587,744 601,495 560,513 568,269 535,000 573,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES On October 29, 2020, a putative securities class action was filed against the Company and certain of its officers and directors (the “Spar Individual Defendants”) in the U.S. District Court for the District of New Jersey, captioned Spar v. Celsion Corporation, et al. In February 2021, a derivative shareholder lawsuit was filed against the Company, as the nominal defendant, and certain of its directors and officers as defendants in the U.S. District Court for the District of New Jersey, captioned Fidler v. Michael H. Tardugno, et al. ®. In August 2021, a complaint regarding a corporate books and records demand was filed against the Company in the Court of Chancery of the State of Delaware, captioned Pacheco v. Celsion Corporation In October 2021, an arbitration was commenced against the Company before the CPR Institute for Conflict Prevention & Resolution, captioned Curia New Mexico, LLC v. Celsion Corp., Case No. G-22-85-S. The plaintiff alleges that the Company failed to pay invoices for the manufacture of ThermoDox®. The Company believes it has a meritorious defense to these claims and is vigorously contesting this allegation. At this stage of the case neither the likelihood that a loss, if any, will be realized, nor an estimate of possible loss or range of loss, if any, can be determined. |
TECHNOLOGY DEVELOPMENT AND LICE
TECHNOLOGY DEVELOPMENT AND LICENSING AGREEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Technology Development And Licensing Agreements | |
TECHNOLOGY DEVELOPMENT AND LICENSING AGREEMENTS | 18. TECHNOLOGY DEVELOPMENT AND LICENSING AGREEMENTS On May 7, 2012, the Company entered into a long-term commercial supply agreement with Zhejiang Hisun Pharmaceutical Co. Ltd. (Hisun) for the production of ThermoDox ® ® ® ® ® On January 18, 2013, the Company entered into a technology development contract with Hisun, pursuant to which Hisun paid it a non-refundable research and development fee of $ 5 ® ® ® 5.0 10 ® |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | 19. RELATED PARTY TRANSACTION On November 16, 2022 the Company entered into a Convertible Note Purchase Agreement with Transomic Technologies, Inc. (“Transomic”) whereby the Company purchased $ 375,000 The Notes, which are included in prepaid expense and other current assets bear interest at 5% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS The Company has evaluated its subsequent events from December 31, 2022, through the date these consolidated financial statements were issued, determining all subsequent events have been disclosed. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business On September 19, 2022, Celsion Corporation announced a corporate name change to Imunon, Inc. (“Imunon” or the “Company”), reflecting the evolution of the Company’s business focus and its commitment to developing cutting-edge immunotherapies and next-generation vaccines to treat cancer and infectious diseases. The Company’s common stock will continue to trade on the Nasdaq Stock Market under the new ticker symbol “IMNN” effective as of the opening of trading on September 21, 2022. The Company filed an amendment to its Articles of Incorporation to effect the new corporate name. Imunon is a fully integrated, clinical stage biotechnology company focused on advancing a portfolio of innovative treatments that harness the body’s natural mechanisms to generate safe, effective, and durable responses across a broad array of human diseases, constituting a differentiating approach from conventional therapies. Imunon has two platform technologies: TheraPlas® platform for the development of immunotherapies and other anti-cancer nucleic acid-based therapies, and PLACCINE platform for the development of nucleic acid vaccines for infectious diseases and cancer. The Company’s lead clinical program, IMNN-001, is a DNA-based immunotherapy for the localized treatment of advanced ovarian cancer currently in Phase II development. IMNN-001 works by instructing the body to produce safe and durable levels of powerful cancer fighting molecules, such as interleukin-12 and interferon gamma, at the tumor site. Additionally, the Company is conducting preclinical proof-of-concept studies on a nucleic acid vaccine candidate targeting SARS-CoV-2 virus in order to validate its PLACCINE platform. Imunon’s platform technologies are based on the delivery of nucleic acids with novel synthetic delivery systems that are independent of viral vectors or devices. The Company will continue to leverage these platforms and to advance the technological frontier of plasmid DNA to better serve patients with difficult to treat conditions. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements (“Financial Statements”) of Imunon have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, CLSN Laboratories, Inc. and Imunon GmbH. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of the financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s Financial Statements and accompanying notes. Actual results could differ materially from these estimates. Events and conditions arising subsequent to the most recent balance sheet date through the date of the issuance of these Financial Statements have been evaluated for their possible impact on the Financial Statements and accompanying notes. No events and conditions would give rise to any information that required accounting recognition or disclosure in the Financial Statements other than those arising in the ordinary course of business. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors, including the current economic environment. Significant items subject to such estimates are assumptions used for purposes of determining stock-based compensation, the fair value of the earn-out milestone liabilities, estimates for contingent liabilities, if any, and accounting for impairment of in-process research and development assets and goodwill evaluation. Management believes its estimates to be reasonable under the circumstances. Actual results could differ significantly from those estimates. |
Revenue Recognition | Revenue Recognition The Company’s sole revenue stream is related to the Hisun agreement described in Note 18. There were no 0.5 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments purchased with an original maturity of three months or less. A portion of these funds are not covered by FDIC insurance. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of investment securities approximate their respective fair values. Management believes that the carrying amounts of the Company’s investment securities, including cash and cash equivalents and accounts payable approximate fair value due to the short-term nature of those instruments. Short-term investments are recorded at their estimated fair value. |
Short-Term Investments | Short-Term Investments The Company classifies its investments in debt securities with readily determinable fair values as investments available-for-sale in accordance with Accounting Standards Codification (“ASC”) 320, Investments - Debt and Equity Securities |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the related assets, ranging from three to seven years, using the straight-line method. Amortization is recognized over the lesser of the life of the asset or the lease term. Major renewals and improvements are capitalized at cost and ordinary repairs and maintenance are charged against operating expenses as incurred. Depreciation expense was approximately $ 197,000 130,000 The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. There was no |
Deposits | Deposits Deposits include real property security deposits and other deposits which are contractually required and of a long-term nature. |
In-Process Research and Development, Other Intangible Assets and Goodwill | In-Process Research and Development, Other Intangible Assets and Goodwill During 2014, the Company acquired certain assets of EGEN, Inc. As more fully described in Note 6, the acquisition was accounted for under the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets The Company assesses the impairment of its long-lived assets under accounting standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. See Note 5 for information on impairment losses of its in - |
Comprehensive Income (Loss) | Comprehensive Income (Loss) ASC 220, Comprehensive Income 220 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Equipment and facilities acquired for research and development activities that have alternative future uses are capitalized and charged to expense over their estimated useful lives. |
Net Loss per Common Share | Net Loss per Common Share Basic and diluted net loss per common share was computed by dividing net loss for the year by the weighted average number of shares of common stock outstanding, both basic and diluted, during each period. The impact of common stock equivalents has been excluded from the computation of diluted weighted average common shares outstanding in periods where there is a net loss, as their effect is anti-dilutive. For the years ended December 31, 2022 and 2021, the total number of shares of common stock issuable upon exercise of warrants and equity awards is 988,389 618,800 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax rate change occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In accordance with ASC 740, Income Taxes, As more fully discussed in Note 10, on September 19, 2022, the Company received approval from the New Jersey Economic Development Authority to sell $ 1.6 1.6 1.6 1.5 1.4 15 20 1.9 |
Stock-Based Compensation | Stock-Based Compensation In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued accounting pronouncements will not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows, or do not apply to its operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). |
INVESTMENTS IN DEBT SECURITIE_2
INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
SCHEDULE OF COST, FAIR VALUE AND MATURITIES OF SHORT TERM INVESTMENTS | A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows: SCHEDULE OF COST, FAIR VALUE AND MATURITIES OF SHORT TERM INVESTMENTS December 31, 2022 December 31, 2021 Cost Fair Value Cost Fair Value Short-term investments U.S. Treasury securities $ - $ - $ 14,786,982 $ 14,778,705 Corporate debt securities 21,227,991 21,254,485 15,024,087 15,024,390 Total $ 21,227,991 $ 21,254,485 $ 29,811,069 $ 29,803,095 December 31, 2022 December 31, 2021 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 4,005,559 $ 3,994,590 $ 19,798,177 $ 19,799,835 Between 3-12 months 17,222,432 17,259,895 10,012,892 10,003,260 Total $ 21,227,991 $ 21,254,485 $ 29,811,069 $ 29,803,095 |
SUMMARY OF INVESTMENT SECURITIES GROSS UNREALIZED GAINS (LOSSES) | The following table shows the Company’s investment in debt securities available for sale gross unrealized gains (losses) and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2022 and 2021. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. SUMMARY OF INVESTMENT SECURITIES GROSS UNREALIZED GAINS (LOSSES) December 31, 2022 December 31, 2021 Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement) Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ 13,278,505 $ 43,508 $ 8,999,580 $ 3,499 Investments in debt securities with unrealized losses 7,975,980 $ (17,014 ) 20,803,515 (11,473 ) Total $ 21,254,485 $ 26,494 $ 29,803,095 $ (7,974 ) |
SUMMARY OF NET REALIZED LOSSES ON SALES OF AVAILABLE FOR SALE SECURITIES AND INVESTMENT INCOME INTEREST AND DIVIDENDS | Investment income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: SUMMARY OF NET REALIZED LOSSES ON SALES OF AVAILABLE FOR SALE SECURITIES AND INVESTMENT INCOME INTEREST AND DIVIDENDS 2022 2021 Interest and dividends accrued and paid $ 502,578 $ 18,145 Realized losses (49,222 ) (7,149 ) Investment income, net $ 453,356 $ 10,996 |
RESTRICTED CASH (Tables)
RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | The following table reconciles cash and cash equivalents and restricted cash per the consolidated balance sheets to the consolidated statements of cash flows: SCHEDULE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH December 31, 2022 December 31, 2021 Cash and cash equivalents $ 11,492,841 $ 19,586,272 Money market investments, restricted 6,000,000 6,000,000 Total $ 17,492,841 $ 25,586,272 |
FAIR VALUES OF FINANCIAL INST_2
FAIR VALUES OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Values Of Financial Instruments | |
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | Assets and liabilities measured at fair value are summarized below: SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Total Fair Value Quoted Prices Significant Other (Level 2) Significant (Level 3) Assets: Recurring items as of December 31, 2022 Corporate debt securities, available for sale $ 21,254,485 $ – $ – $ 21,254,485 Non-recurring items as of December 31, 2022 In-process R&D (Note 6) $ – $ – $ – $ – Recurring items as of December 31, 2021 Corporate debt securities and U.S. treasury obligations, available for sale $ 29,803,095 $ – $ – $ 29,803,095 Non-recurring items as of December 31, 2021 In-process R&D (Note 6) $ 13,366,234 $ – $ – $ 13,366,234 Liabilities: Recurring items as of December 31, 2022 Earn-out milestone liability (Note 13) $ – $ – $ – $ – Recurring items as of December 31, 2021 Earn-out milestone liability (Note 13) $ 5,396,000 $ – $ – $ 5,396,000 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED | The following is a summary of the net fair value of the assets acquired in the EGEN Acquisition for the two years ended December 31, 2022: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED IPR&D Goodwill Covenant Not to Compete Balance at January 1, 2021, net $ 13,366,234 $ 1,976,101 $ 113,660 Amortization - - (113,660 ) Impairment charge - (1,976,101 ) - Balance at December 31, 2021, net 13,366,234 - - Balance 13,366,234 - - Impairment charge (13,366,234 ) - - Balance at December 31, 2022, net $ - $ - $ - Balance $ - $ - $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SUMMARY OF PROPERTY AND EQUIPMENT | Property and equipment at December 31, 2022 and 2021 consist of the following: SUMMARY OF PROPERTY AND EQUIPMENT 2022 2021 December 31, 2022 2021 Machinery and equipment ( 5 7 $ 2,468,388 $ 3,106,069 Furniture and fixtures ( 3 5 350,481 383,477 Leasehold improvements ( 5 7 373,194 343,203 Property and equipment gross 3,192,063 3,832,749 Less accumulated depreciation and amortization (2,643,762 ) (3,355,738 ) Total $ 548,301 $ 477,011 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER ACCRUED LIABILITIES | Other accrued liabilities at December 31, 2022 and 2021 include the following: SCHEDULE OF OTHER ACCRUED LIABILITIES 2022 2021 December 31, 2022 2021 Amounts due to contract research organizations and other contractual agreements $ 2,196,711 $ 1,401,356 Accrued payroll and related benefits 2,139,927 1,636,727 Accrued interest 37,583 16,792 Accrued professional fees 215,402 87,250 Other 205,313 31,412 Total $ 4,794,936 $ 3,173,537 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF FUTURE PRINCIPAL PAYMENTS, NET OF UNAMORTIZED DEBT DISCOUNTS | The following is a schedule of future principal payments, net of unamortized debt discounts and amortized end-of-term fee, due on the SVB Loan Facility: SCHEDULE OF FUTURE PRINCIPAL PAYMENTS, NET OF UNAMORTIZED DEBT DISCOUNTS As of December 31, 2023 $ 1,500,000 2024 3,000,000 2025 and thereafter 1,500,000 Subtotal of future principal payments 6,000,000 Amortized end-of-term fee, net (35,720 ) Total $ 5,964,280 |
SCHEDULE OF DEBT | On June 18, 2021, as a condition of entering into the SVB Loan Facility, the Company paid the outstanding principal balance, an early termination fee and the end of term charges in full satisfaction of the Horizon Credit Agreement, as amended. The following is a schedule of the amounts paid to Horizon on June 18, 2021: SCHEDULE OF DEBT Principal balance at June 18, 2021 $ 5,000,000 Early termination fees 150,000 End of term charges 275,000 Total $ 5,425,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) | The income tax benefit for the years ended December 31, 2022 and 2021 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) 2022 2021 Federal Current $ - $ - Deferred - - State and Local - - Current - - Deferred (1,567,026 ) (1,383,446 ) Total $ (1,567,026 ) $ (1,383,446 ) |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | A reconciliation of the Company’s statutory tax rate to the effective rate for the years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal tax benefit 7.1 7.8 Permanent differences 29.8 (15.0 ) Other – – Change in valuation allowance and deferred rate change, net (53.8 ) (7.6 ) Effective tax rate 4.6 % 6.2 % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The components of the Company’s deferred tax asset as of December 31, 2022 and 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 December 31, 2022 2021 Net operating loss carryforwards $ 79,800,000 $ 64,915,000 Other deferred tax assets, net 13,287,000 5,213,000 Subtotal 93,087,000 70,128,000 Valuation allowance (91,519,974 ) (68,744,554 ) Total deferred tax asset $ 1,567,026 $ 1,383,446 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS | A summary of stock option awards as of December 31, 2022 and changes during the two-year period ended December 31, 2022 is presented below: SUMMARY OF STOCK OPTIONS Stock Options Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2021 308,313 $ 41.55 Options granted 148,016 $ 32.09 Options exercised (500 ) $ 9.45 Options canceled or expired (14,404 ) $ 38.23 Outstanding at December 31, 2021 441,425 $ 38.50 Options granted 716,156 $ 2.72 Options canceled or expired (397,361 ) $ 39.06 Outstanding at December 31, 2022 760,220 $ 4.55 9.25 $ – Exercisable at December 31, 2022 201,935 $ 8.07 8.9 $ – |
SUMMARY OF NON-VESTED RESTRICTED STOCK AWARDS | A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2022 and changes during the two-year period ended December 31, 2022, is presented below: SUMMARY OF NON-VESTED RESTRICTED STOCK AWARDS Restricted Stock Number Outstanding Weighted Average Grant Date Fair Value Non-vested stock awards outstanding at January 1, 2021 83 $ 9.45 Granted 1,464 $ 13.48 Forfeited (66 ) $ 33.30 Non-vested stock awards outstanding at December 31, 2021 1,481 $ 12.36 Granted 69,650 $ 1.92 Vested and issued (1,381 ) $ 12.04 Forfeited (100 ) $ 9.45 Non-vested stock awards outstanding at December 31, 2022 69,650 $ 1.92 |
SUMMARY OF STOCK OPTIONS OUTSTANDING | A summary of stock options outstanding at December 31, 2022 by price range is as follows: SUMMARY OF STOCK OPTIONS OUTSTANDING Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Number Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Up to $ 10.00 709,952 9.41 $ 2.78 166,301 9.33 $ 3.11 $ 10.01 25.00 10,500 8.08 $ 18.42 5,597 7.82 $ 18.54 Above $ 25.01 39,768 6.67 $ 32.43 30,037 6.52 $ 33.62 760,220 201,935 |
SCHEDULE OF ASSUMPTIONS USED TO DETERMINE FAIR VALUE OF OPTIONS GRANTED | The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was originally developed for use in estimating the fair value of traded options, which have different characteristics from Imunon’s stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: SCHEDULE OF ASSUMPTIONS USED TO DETERMINE FAIR VALUE OF OPTIONS GRANTED Year Ended December 31, 2022 2021 Risk-free interest rate 1.74 3.97 1.54 1.74 Expected volatility 100.0 113.9 106.8 113.2 Expected life (in years) 7.5 10.0 7.5 10.0 Expected dividend yield 0.0 % 0.0 % |
EARN-OUT MILESTONE LIABILITY (T
EARN-OUT MILESTONE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earn-out Milestone Liability | |
SCHEDULE OF CHANGES IN EARN-OUT MILESTONE LIABILITY | The following is a summary of the changes in the earn-out milestone liability for 2021 and 2022: SCHEDULE OF CHANGES IN EARN-OUT MILESTONE LIABILITY Balance at January 1, 2021 $ 7,018,000 Non-cash loss from the adjustment for the change in fair value included in 2021 net loss (1,622,000 ) Balance at December 31, 2021 5,396,000 Non-cash gain from the adjustment for the change in fair value included in 2022 net loss (5,396,000 ) Balance at December 31, 2022 $ - |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
SUMMARY OF WARRANT ACTIVITY | Following is a summary of all warrant activity for the two years ended December 31, 2022: SUMMARY OF WARRANT ACTIVITY Warrants Number of Warrants Issued Weighted Average Exercise Price Warrants outstanding at January 1, 2021 256,903 $ 20.10 Warrants exercised during 2021 (Note 11) (81,111 ) $ 18.60 Warrants outstanding and exercisable at December 31, 2021 175,792 $ 20.96 Warrants expired during 2022 (7,273 ) $ 48.30 Warrants outstanding and exercisable at December 31, 2022 168,519 * $ 19.78 Aggregate intrinsic value of outstanding warrants at December 31, 2022 $ - 0 Weighted average remaining contractual terms (years) 3.0 * Warrants to exercise 4,059 31.05 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
SCHEDULE OF LEASE PAYMENTS AND MATURITY OF OPERATING LEASE LIABILITIES | The following is a table of the lease payments and maturity of the Company’s operating lease liabilities as of December 31, 2022: SCHEDULE OF LEASE PAYMENTS AND MATURITY OF OPERATING LEASE LIABILITIES For the year ending December 31, 2023 $ 238,609 2024 and thereafter - Subtotal future lease payments 238,609 Less imputed interest (7,860 ) Total lease liabilities $ 230,749 Weighted average remaining life 0.61 Weighted average discount rate 9.98 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 10, 2023 | Sep. 19, 2022 | Jan. 31, 2021 | Feb. 28, 2020 | Aug. 31, 2018 | Oct. 31, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Jun. 30, 2015 | Jun. 30, 2013 | Feb. 28, 2013 | Jul. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ||||||||||||||
Accounts receivable | $ 0 | |||||||||||||
Depreciation expense | 197,000 | $ 130,000 | ||||||||||||
Impairment of property or equipment | $ 0 | $ 0 | ||||||||||||
Number of shares of common stock issuable upon exercise of warrants and equity awards | 988,389 | 618,800 | ||||||||||||
Net proceeds from sale of net operating losses | $ 1,600,000 | $ 1,400,000 | $ 28,000,000 | $ 2,000,000 | $ 1,500,000 | $ 800,000 | $ 300,000 | $ 300,000 | $ 1,600,000 | $ 1,500,000 | $ 1,400,000 | $ 4,200,000 | ||
NEW JERSEY | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Net proceeds from sale of net operating losses | 1,600,000 | 1,500,000 | $ 1,400,000 | |||||||||||
Tax benefits of EDA | 1,500,000 | |||||||||||||
NEW JERSEY | Minimum [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Net proceeds from sale of net operating losses | 15,000,000 | |||||||||||||
NEW JERSEY | Maximum [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Net proceeds from sale of net operating losses | 20,000,000 | |||||||||||||
Direct financing lease, selling loss | 1,900,000 | |||||||||||||
NEW JERSEY | New Jersey Division of Taxation [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Net proceeds from sale of net operating losses | $ 1,600,000 | $ 1,600,000 | ||||||||||||
NEW JERSEY | New Jersey Division of Taxation [Member] | Subsequent Event [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Net proceeds from sale of net operating losses | $ 1,600,000 | |||||||||||||
Hisun Agreement [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Contract liabilities | $ 500,000 |
FINANCIAL CONDITION AND LIQUI_2
FINANCIAL CONDITION AND LIQUIDITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Aug. 28, 2020 | Jun. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Feb. 28, 2020 | Aug. 31, 2018 | Oct. 31, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Jun. 30, 2015 | Jun. 30, 2013 | Feb. 28, 2013 | Jul. 31, 2011 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Cumulated net losses | $ 368,667,825 | $ 332,769,591 | |||||||||||||
Cash and cash equivalents, short-term investments | 32,800,000 | ||||||||||||||
Proceeds from sale of net operating losses | 1,600,000 | ||||||||||||||
Restricted cash | 6,000,000 | ||||||||||||||
Net proceeds from sale of net operating losses | $ 1,600,000 | 1,400,000 | $ 28,000,000 | $ 2,000,000 | $ 1,500,000 | $ 800,000 | $ 300,000 | $ 300,000 | $ 1,600,000 | $ 1,500,000 | $ 1,400,000 | $ 4,200,000 | |||
Horizon Credit Agreement [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Debt instrument related end term charges | $ 200,000 | ||||||||||||||
Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Proceeds from contributed capital | $ 10,000,000 | ||||||||||||||
Debt instrument, face amount | 10,000,000 | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||||||||||
SVB Loan Facility [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Debt Instrument, description | Payments under the loan agreement are interest only (calculated based on one-month LIBOR plus 7.625%) for the first 24 months through July 2020, followed by a 21-month amortization period of principal and interest starting on August 1, 2020 and ending through the scheduled maturity date on April 1, 2023. | ||||||||||||||
SVB Loan Facility [Member] | Silicon Valley Bank [Member] | Prime Rate [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Debt instrument, interest rate, stated percentage | 7.75% | ||||||||||||||
SVB Loan Facility [Member] | Horizon Technology Finance Corporation [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Restricted cash | $ 6,000,000 | ||||||||||||||
Repayment of outstanding in-debtedness amount | $ 6,000,000 | ||||||||||||||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Repayments of notes payable | 5,000,000 | ||||||||||||||
Debt instrument, face amount | 5,000,000 | 5,000,000 | |||||||||||||
Debt instrument related end term charges | $ 200,000 | ||||||||||||||
NEW JERSEY | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Net proceeds from sale of net operating losses | $ 1,600,000 | 1,500,000 | $ 1,400,000 | ||||||||||||
NEW JERSEY | Minimum [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Net proceeds from sale of net operating losses | 15,000,000 | ||||||||||||||
NEW JERSEY | Maximum [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Net proceeds from sale of net operating losses | 20,000,000 | ||||||||||||||
Operating costs and expenses | $ 1,900,000 |
SCHEDULE OF COST, FAIR VALUE AN
SCHEDULE OF COST, FAIR VALUE AND MATURITIES OF SHORT TERM INVESTMENTS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Marketable Securities [Line Items] | ||
Short-term investments - Cost | $ 21,227,991 | $ 29,811,069 |
Short-term investments - Fair Value | 21,254,485 | 29,803,095 |
Short-term investment maturities - Within 3 months, cost | 4,005,559 | 19,798,177 |
Short-term investment maturities - Within 3 months, fair value | 3,994,590 | 19,799,835 |
Short-term investment maturities - Between 3-12 months, cost | 17,222,432 | 10,012,892 |
Short-term investment maturities - Between 3-12 months, fair value | 17,259,895 | 10,003,260 |
Total, cost | 21,227,991 | 29,811,069 |
Total, fair value | 21,254,485 | 29,803,095 |
US Treasury Securities [Member] | ||
Marketable Securities [Line Items] | ||
Short-term investments - Cost | 14,786,982 | |
Short-term investments - Fair Value | 14,778,705 | |
Corporate Debt Securities [Member] | ||
Marketable Securities [Line Items] | ||
Short-term investments - Cost | 21,227,991 | 15,024,087 |
Short-term investments - Fair Value | $ 21,254,485 | $ 15,024,390 |
SUMMARY OF INVESTMENT SECURITIE
SUMMARY OF INVESTMENT SECURITIES GROSS UNREALIZED GAINS (LOSSES) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Investments with unrealized gains, Fair Value | $ 13,278,505 | $ 8,999,580 |
Investments with unrealized gains, Unrealized Holding Gains (Losses) | 43,508 | 3,499 |
Investments with unrealized losses, Fair Value | 7,975,980 | 20,803,515 |
Investments with unrealized Losses, Unrealized Holding Gains (Losses) | (17,014) | (11,473) |
Total, Fair Value | 21,254,485 | 29,803,095 |
Total, Unrealized Holding Gains (Losses) | $ 26,494 | $ (7,974) |
SUMMARY OF NET REALIZED LOSSES
SUMMARY OF NET REALIZED LOSSES ON SALES OF AVAILABLE FOR SALE SECURITIES AND INVESTMENT INCOME INTEREST AND DIVIDENDS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Interest and dividends accrued and paid | $ 502,578 | $ 18,145 |
Realized losses | (49,222) | (7,149) |
Investment income, net | $ 453,356 | $ 10,996 |
INVESTMENTS IN DEBT SECURITIE_3
INVESTMENTS IN DEBT SECURITIES AVAILABLE FOR SALE (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Investment in debt securities - available for sale, at fair value | $ 21,254,485 | $ 29,803,095 |
SCHEDULE OF CASH AND CASH EQUIV
SCHEDULE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Cash and cash equivalents | $ 11,492,841 | $ 19,586,272 |
Money market investments, restricted | 6,000,000 | 6,000,000 |
Total | $ 17,492,841 | $ 25,586,272 |
RESTRICTED CASH (Details Narrat
RESTRICTED CASH (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 18, 2021 |
Line of Credit Facility [Line Items] | |||
Restricted investments | $ 6,000,000 | $ 6,000,000 | |
Restricted cash | 6,000,000 | ||
Silicon Valley Bank [Member] | |||
Line of Credit Facility [Line Items] | |||
Restricted investments | 6,000,000 | $ 6,000,000 | |
Restricted cash | $ 6,000,000 | ||
Silicon Valley Bank [Member] | Other Current Assets [Member] | |||
Line of Credit Facility [Line Items] | |||
Restricted cash | 1,500,000 | ||
Silicon Valley Bank [Member] | Other Noncurrent Assets [Member] | |||
Line of Credit Facility [Line Items] | |||
Restricted cash | $ 4,500,000 |
SCHEDULE OF FAIR VALUE, ASSETS
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | $ 21,254,485 | $ 29,803,095 |
Earn-out milestone liability | 5,396,000 | |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | 21,254,485 | 15,024,390 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out milestone liability | 5,396,000 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out milestone liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out milestone liability | 5,396,000 | |
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | 21,254,485 | 29,803,095 |
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | ||
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | ||
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | 21,254,485 | 29,803,095 |
Fair Value, Nonrecurring [Member] | Inprocess R&D [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | 13,366,234 | |
Fair Value, Nonrecurring [Member] | Inprocess R&D [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | ||
Fair Value, Nonrecurring [Member] | Inprocess R&D [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | ||
Fair Value, Nonrecurring [Member] | Inprocess R&D [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | $ 13,366,234 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance | $ 113,660 | |
Amortization | (113,660) | |
Impairment charge | ||
Balance | ||
IPR And D [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance | 13,366,234 | 13,366,234 |
Amortization | ||
Impairment charge | (13,366,234) | |
Balance | 13,366,234 | |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance | 1,976,101 | |
Amortization | ||
Impairment charge | (1,976,101) | |
Balance |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill acquired | $ 2,000,000 | |||
IPR and D Drug Technology Platforms [Member] | In Process Research and Development [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Asset impairment charges | $ 0 | |||
EGEN Inc [Member] | Goodwill [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Asset impairment charges | 2,000,000 | |||
Non-cash charge | $ 2,000,000 | |||
EGEN Inc [Member] | Purchase Agreement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 1,600,000 | |||
Finite-lived intangible asset, useful life | 7 years | |||
Amortization | $ 113,660 | |||
EGEN Inc [Member] | IPR and D Drug Technology Platforms [Member] | In Process Research and Development [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated acquisition price | $ 24,200,000 | |||
IPR and D Drug Technology Platforms [Member] | In Process Research and Development [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Asset impairment charges | $ 13,400,000 | |||
Non-cash charge | $ 13,400,000 |
SUMMARY OF PROPERTY AND EQUIPME
SUMMARY OF PROPERTY AND EQUIPMENT (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
SUMMARY OF PROPERTY AND EQUIP_2
SUMMARY OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 3,192,063 | $ 3,832,749 |
Less accumulated depreciation and amortization | (2,643,762) | (3,355,738) |
Total | 548,301 | 477,011 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 2,468,388 | 3,106,069 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 350,481 | 383,477 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 373,194 | $ 343,203 |
SCHEDULE OF OTHER ACCRUED LIABI
SCHEDULE OF OTHER ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Amounts due to contract research organizations and other contractual agreements | $ 2,196,711 | $ 1,401,356 |
Accrued payroll and related benefits | 2,139,927 | 1,636,727 |
Accrued interest | 37,583 | 16,792 |
Accrued professional fees | 215,402 | 87,250 |
Other | 205,313 | 31,412 |
Total | $ 4,794,936 | $ 3,173,537 |
SCHEDULE OF FUTURE PRINCIPAL PA
SCHEDULE OF FUTURE PRINCIPAL PAYMENTS, NET OF UNAMORTIZED DEBT DISCOUNTS (Details) | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 1,500,000 |
2024 | 3,000,000 |
2025 and thereafter | 1,500,000 |
Subtotal of future principal payments | 6,000,000 |
Amortized end-of-term fee, net | (35,720) |
Total | $ 5,964,280 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - Horizon Technology Finance Corporation [Member] | Jun. 18, 2021 USD ($) |
Principal balance at June 18, 2021 | $ 5,000,000 |
Early termination fees | 150,000 |
End of term charges | 275,000 |
Total | $ 5,425,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jun. 18, 2021 | Aug. 28, 2020 | Jun. 27, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Feb. 28, 2020 | |
Line of Credit Facility [Line Items] | |||||||
Restricted cash | $ 6,000,000 | ||||||
Interest expense | 5,028,618 | $ 569,881 | |||||
Financing fee | $ 35,720 | ||||||
Warrants issued | 4,059 | 213,333 | |||||
Warrant exercise price | $ 31.05 | ||||||
Horizon Credit Agreement Amendment [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest expense debt | 225,920 | ||||||
Amortization of debt issuance costs | 139,428 | ||||||
Horizon Technology Finance Corporation [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit | $ 5,425,000 | ||||||
Horizon Credit Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from lines of credit | $ 10,000,000 | $ 10,000,000 | |||||
Line of credit | 10,000,000 | ||||||
Interest expense debt | 190,581 | ||||||
Repaid loan amount | 5,000,000 | ||||||
Payment of debt end term charges | 200,000 | ||||||
Loan remaining outstanding amount | 5,000,000 | ||||||
Gain (loss) on contract termination | 234,419 | ||||||
Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||
Debt instrument face amount | 10,000,000 | ||||||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Payment of debt end term charges | 200,000 | ||||||
Debt instrument face amount | $ 5,000,000 | 5,000,000 | |||||
Debt instrument, interest rate terms | The obligations bore interest at a rate calculated based on an amount by which the one-month LIBOR exceeds 2% plus 7.625%. In no event could the interest rate be less than 9.625%. Payments pursuant to the Amendment were interest only for the first 12 months after August 1, 2020, followed by a 21-month amortization period of principal and interest through the scheduled maturity date on April 1, 2023. In addition, the remaining $5 million in obligations was subject to an end of term fee equal, in the aggregate, to $275,000, which amount was payable upon the maturity of the obligations or upon the date of final payment or default, as applicable. | ||||||
Payments of debt extinguishment costs | $ 5,000,000 | 5,000,000 | |||||
Debt instrument, fee amount | $ 275,000 | ||||||
Debt instrument, restrictive covenants | In connection with the Amendment, Imunon agreed to a liquidity covenant which provided that, at all times, Imunon maintain unrestricted cash and/or cash equivalents on deposit in accounts over which the applicable lenders maintained an account control agreement in an amount not less than $2.5 million. In addition, pursuant to the Amendment, Imunon agreed to provide evidence to Horizon on or before March 31, 2021, that it received aggregate cash proceeds of not less than $5 million from the sale of equity, debt, its New Jersey NOLs, or a combination thereof, subsequent to the date of the Amendment. The Company met this requirement during the fourth quarter of 2020. | ||||||
Debt instrument, unamortized discount | 109,706 | ||||||
Financing fee | 5,000 | ||||||
Warrants not settleable in cash, fair value disclosure | 247,548 | ||||||
Amendment to Horizon Credit Agreement [Member] | Horizon Technology Finance Corporation [Member] | Common Stock [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Warrants issued | 16,501 | ||||||
Warrant exercise price | $ 15.15 | ||||||
Warrants cancelled | 6,337 | ||||||
Horizon Credit Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Financing fees and expenses | $ 175,000 | ||||||
End of term charge percentage | 4% | ||||||
Debt instrument, fee amount | 142,605 | ||||||
Loan processing fee | $ 100,000 | ||||||
Debt instrument, unamortized discount | 782,116 | ||||||
Financing fee | 400,000 | ||||||
Fair Value Adjustment of Warrants | $ 507,116 | ||||||
End term fees | 275,000 | ||||||
Horizon Credit Agreement [Member] | Common Stock [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Warrants issued | 12,674 | ||||||
Warrant exercise price | $ 39.45 | ||||||
Warrant outstanding | 6,337 | ||||||
Silicon Valley Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 10,000,000 | ||||||
Proceeds from lines of credit | 6,000,000 | ||||||
Restricted cash | $ 6,000,000 | ||||||
Debt instrument, interest rate | 7.75% | ||||||
Final payment percentage | 3% | ||||||
Line of credit | $ 10,000,000 | ||||||
Debt instrument, description | Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date. | ||||||
Financing fees and expenses | $ 243,370 | ||||||
End of term charge percentage | 3% | ||||||
Interest expense | $ 300,000 | ||||||
Interest expense debt | $ 295,792 | 106,709 | |||||
Amortization of debt issuance costs | $ 181,259 | $ 97,831 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
State and Local | ||
Current | ||
Deferred | (1,567,026) | (1,383,446) |
Total | $ (1,567,026) | $ (1,383,446) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
State taxes, net of federal tax benefit | 7.10% | 7.80% |
Permanent differences | 29.80% | (15.00%) |
Other | ||
Change in valuation allowance and deferred rate change, net | (53.80%) | (7.60%) |
Effective tax rate | 4.60% | 6.20% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 79,800,000 | $ 64,915,000 |
Other deferred tax assets, net | 13,287,000 | 5,213,000 |
Subtotal | 93,087,000 | 70,128,000 |
Valuation allowance | (91,519,974) | (68,744,554) |
Total deferred tax asset | $ 1,567,026 | $ 1,383,446 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
Jan. 31, 2021 | Jan. 31, 2021 | Aug. 31, 2018 | Aug. 31, 2018 | Oct. 31, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Jun. 30, 2015 | Jun. 30, 2013 | Feb. 28, 2013 | Jul. 31, 2011 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2020 | |
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Proceeds from sale of losses | $ 1,600,000 | |||||||||||||
Net operating losses | $ 28,000,000 | $ 28,000,000 | $ 1,500,000 | $ 1,500,000 | $ 800,000 | $ 300,000 | $ 300,000 | $ 1,600,000 | $ 1,500,000 | $ 1,400,000 | $ 4,200,000 | 1,600,000 | $ 1,400,000 | $ 2,000,000 |
Net operating losses expiration, description | the deduction for net operating losses incurred in tax years beginning after January 1, 2018 is limited to 80% of annual taxable income. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act provides for economic and cash liquidity stimulus through various means including payroll tax credits, payroll tax deferral, short-term changes in tax deductibility of interest expenses among other things. The Act also permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Previously, NOLs generated after December 31, 2017 were limited to 80% of taxable income in future years. In addition, the CARES Act allows NOLs incurred in 2018 through 2021 to be carried back to each of the five preceding tax years. The Company evaluated the various aspects of the Cares Act and determined that there was no material effect on the Financial Statements. | |||||||||||||
Net operating losses expiration, description | expire starting in 2029 through 2041 | |||||||||||||
Operating loss carry forwards, limitation on use | $ 30,000,000 | $ 40,000,000 | $ 30,000,000 | $ 15,000,000 | $ 5,000,000 | $ 7,000,000 | $ 35,000,000 | $ 40,000,000 | $ 4,000,000 | $ 34,000,000 | $ 90,000,000 | |||
Operating income (loss) | (24,921,565) | $ (21,007,190) | ||||||||||||
Domestic Tax Authority [Member] | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Net operating losses | 330,000,000 | |||||||||||||
Net operating losses, unused | 225,000,000 | |||||||||||||
Federal Income Tax [Member] | No Expiration [Member] | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Net operating losses | 64,000,000 | |||||||||||||
State and Local Jurisdiction [Member] | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Net operating losses | 58,000,000 | |||||||||||||
U.S. Federal and State [Member] | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Net operating losses | 325,000,000 | |||||||||||||
New Jersey [Member] | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Proceeds from sale of losses | 1,600,000 | |||||||||||||
Tax benefits of EDA | 1,600,000 | 1,500,000 | ||||||||||||
Net proceeds from sale of net operating losses | $ 1,600,000 | 1,400,000 | ||||||||||||
New Jersey [Member] | Maximum [Member] | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Operating income (loss) | 1,900,000 | |||||||||||||
New Jersey [Member] | State and Local Jurisdiction [Member] | Minimum [Member] | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Net proceeds from sale of net operating losses | 15,000,000 | |||||||||||||
New Jersey [Member] | State and Local Jurisdiction [Member] | Maximum [Member] | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Net proceeds from sale of net operating losses | $ 20,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
May 25, 2022 | Apr. 06, 2022 | Jan. 10, 2022 | Mar. 31, 2021 | Mar. 19, 2021 | Jan. 22, 2021 | Dec. 04, 2018 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 03, 2022 | Feb. 28, 2021 | Feb. 28, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Shelf registration statement amount | $ 100,000,000 | ||||||||||||||
Reverse stock split, description | On February 28, 2022, the Company effected a 15-for-1 reverse stock split of its common stock which was made effective for trading purposes as of the commencement of trading on March 31, 2022. As of that date, each 15 shares of issued and outstanding common stock and equivalents was consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split. In addition, at the market open on March 1, 2022, the Company’s common stock started trading under a new CUSIP number 15117N602 although the Company’s ticker symbol, CLSN, remained unchanged. | ||||||||||||||
Stockholders equity note changes in capital structure description | To continue listing on The NASDAQ Capital Market, which requires that the Company comply with the applicable listing requirements under NASDAQ Marketplace Rules, which requirements include, among others, a minimum bid price of at least $1.00 per share. On December 2, 2021, the Company received a letter from NASDAQ indicating that the closing bid price of the Company’s Common Stock fell below $1.00 per share for the previous 30 consecutive business days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued inclusion on The NASDAQ Capital Market. The Company had 180 calendar days, until May 31, 2022, to regain compliance with this requirement, which occurs when the closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-day compliance period | ||||||||||||||
Reverse stock split common stock outstanding | 5,770,516 | ||||||||||||||
Common stock, shares outstanding | 7,436,197 | 7,436,197 | 5,770,516 | ||||||||||||
Warrants issued | 4,059 | 4,059 | 213,333 | ||||||||||||
Stock issued during period, value, new issues | $ 6,722,654 | $ 52,688,946 | |||||||||||||
Proceeds from issuance of common stock | $ 6,722,667 | $ 52,688,946 | |||||||||||||
Share price | $ 285 | ||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||
Preferred stock, stated value | $ 300 | $ 0.01 | $ 0.01 | $ 0.01 | $ 300 | ||||||||||
OriginalIssueDiscountRate | 500% | ||||||||||||||
Proceeds from issuance of preferred stock | $ 14,250,000 | ||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||
Proceeds from issuance under placement | $ 1,000,000 | ||||||||||||||
Series A Convertible Redeemable Preferred Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Share price | $ 300 | ||||||||||||||
Preferred stock, shares issued | 50,000 | ||||||||||||||
Preferred stock, stated value | $ 0.01 | ||||||||||||||
Proceeds from issuance of preferred stock | $ 28,500,000 | ||||||||||||||
Preferred stock, conversion price | $ 13.65 | ||||||||||||||
Conversion of stock, shares issued | 1,098,901 | ||||||||||||||
Preferred stock, shares outstanding | 50,000 | ||||||||||||||
Series B Convertible Redeemable Preferred Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Share price | $ 300 | ||||||||||||||
Preferred stock, shares issued | 50,000 | ||||||||||||||
Preferred stock, stated value | $ 0.01 | ||||||||||||||
Preferred stock, conversion price | $ 15 | ||||||||||||||
Conversion of stock, shares issued | 1,000,000 | ||||||||||||||
Preferred stock, shares outstanding | 50,000 | ||||||||||||||
Market Offering Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock issued during period, value, new issues | $ 7,500,000 | ||||||||||||||
Number of shares sold | 336,075 | ||||||||||||||
Proceeds from sale of stock | $ 503,798 | ||||||||||||||
Market Offering Agreement [Member] | Forecast [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Number of shares sold | 1,653,392 | ||||||||||||||
Proceeds from sale of stock | $ 2,465,656 | ||||||||||||||
Capital on DemandTM Sales Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Less than 12 months, unrealized gains, fair value | $ 16,000,000 | ||||||||||||||
Capital on Demand Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock issued, shares | 500,000 | ||||||||||||||
Proceeds from issuance of common stock | $ 6,900,000 | ||||||||||||||
Securities Purchase Agreement [Member] | January 2021 Registered Direct Offering [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock issued, shares | 1,728,395 | ||||||||||||||
Proceeds from issuance of common stock | $ 35,000,000 | ||||||||||||||
Share price | $ 20.25 | ||||||||||||||
Placement agent fee description | In connection with the January 2021 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (“AGP,” and together with Brookline Capital Markets, the “January 2021 Placement Agents”) pursuant to which the Company agreed to pay the January 2021 Placement Agents a cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the January 2021 Offering and reimburse the January 2021 Placement Agents for certain of their expenses in an amount not to exceed $82,500. | ||||||||||||||
Securities Purchase Agreement [Member] | March 2021 Registered Direct Offering [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock issued, shares | 769,230 | ||||||||||||||
Proceeds from issuance of common stock | $ 15,000,000 | ||||||||||||||
Share price | $ 19.50 | ||||||||||||||
Placement agent fee description | Placement Agent Agreement”) with AGP, as lead placement agent (together with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, serving as co-placement agents, the “March 2021 Placement Agents”), pursuant to which the Company agreed to pay the March 2021 Placement Agents an aggregate cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the offering and reimburse the Placement Agents for certain of their expenses in an amount not to exceed $82,500. | ||||||||||||||
Securities Purchase Agreement [Member] | April 2022 Registered Direct Offering [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock issued, shares | 1,328,274 | ||||||||||||||
Proceeds from issuance of common stock | $ 7,000,000 | ||||||||||||||
Share price | $ 5.27 | ||||||||||||||
Placement agent fee description | In connection with the April 2022 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (the “April 2022 Placement Agent”) pursuant to which the Company agreed to pay the April 2022 Placement Agent a cash fee equal to 6.5% of the aggregate gross proceeds raised from the sale of the securities sold in the April 2022 Offering and reimburse the April 2022 Placement Agent for certain of their expenses in an amount not to exceed $50,000. | ||||||||||||||
Maximum [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Common stock, shares outstanding | 6,600,000 | 6,600,000 | |||||||||||||
Warrants issued | 2,500,000 | 2,500,000 | |||||||||||||
Proceeds from issuance under placement | $ 110,000 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Common stock, shares outstanding | 400,000 | 400,000 | |||||||||||||
Warrants issued | 200,000 | 200,000 | 81,111 | ||||||||||||
Common Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Reverse stock split common stock outstanding | 86,557,736 | ||||||||||||||
Stock issued during period, value, new issues | $ 16,644 | $ 29,755 | |||||||||||||
Stock issued, shares | 1,664,349 | 2,975,503 |
SUMMARY OF STOCK OPTIONS (Detai
SUMMARY OF STOCK OPTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number Outstanding, Outstanding, Ending balance | 760,220 | |
Number Outstanding, Exercisable, Ending balance | 201,935 | |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number Outstanding, Outstanding, Beginning balance | 441,425 | 308,313 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 38.50 | $ 41.55 |
Number Outstanding, Options granted | 716,156 | 148,016 |
Weighted Average Exercise Price, Options granted | $ 2.72 | $ 32.09 |
Number Outstanding, Options exercised | (500) | |
Weighted Average Exercise Price, Options exercised | $ 9.45 | |
Number Outstanding, Options canceled or expired | (397,361) | (14,404) |
Weighted Average Exercise Price, Options canceled or expired | $ 39.06 | $ 38.23 |
Number Outstanding, Outstanding, Ending balance | 760,220 | 441,425 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 4.55 | $ 38.50 |
Weighted Average Remaining Contractual Term (years), Outstanding, Ending balance | 9 years 3 months | |
Aggregate Intrinsic Value, Outstanding, Ending balance | ||
Number Outstanding, Exercisable, Ending balance | 201,935 | |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 8.07 | |
Weighted Average Remaining Contractual Term (years), Exercisable, Ending balance | 8 years 10 months 24 days | |
Aggregate Intrinsic Value, Exercisable, Ending balance |
SUMMARY OF NON-VESTED RESTRICTE
SUMMARY OF NON-VESTED RESTRICTED STOCK AWARDS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number Outstanding, Non-vested stock awards, Outstanding, Beginning balance | 1,481 | 83 |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Outstanding, Beginning balance | $ 12.36 | $ 9.45 |
Number Outstanding, Non-vested stock awards, Granted | 69,650 | 1,464 |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Granted | $ 1.92 | $ 13.48 |
Number Outstanding, Non-vested stock awards, Forfeited | (100) | (66) |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Forfeited | $ 9.45 | $ 33.30 |
Number Outstanding, Non-vested stock awards, Vested and issued | (1,381) | |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Vested and issued | $ 12.04 | |
Number Outstanding, Non-vested stock awards, Outstanding, Ending balance | 69,650 | 1,481 |
Weighted Average Grant Date Fair Value, Non-vested stock awards, Outstanding, Ending balance | $ 1.92 | $ 12.36 |
SUMMARY OF STOCK OPTIONS OUTSTA
SUMMARY OF STOCK OPTIONS OUTSTANDING (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number | shares | 760,220 |
Options Exercisable, Number | shares | 201,935 |
Exercise Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Upper | $ 10 |
Options Outstanding, Number | shares | 709,952 |
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 9 years 4 months 28 days |
Options Outstanding, Weighted Average Exercise Price | $ 2.78 |
Options Exercisable, Number | shares | 166,301 |
Options Exercisable, Weighted Average Remaining Contractual Term (in years) | 9 years 3 months 29 days |
Options Exercisable, Weighted Average Exercise Price | $ 3.11 |
Exercise Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Upper | $ 25 |
Options Outstanding, Number | shares | 10,500 |
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 8 years 29 days |
Options Outstanding, Weighted Average Exercise Price | $ 18.42 |
Options Exercisable, Number | shares | 5,597 |
Options Exercisable, Weighted Average Remaining Contractual Term (in years) | 7 years 9 months 25 days |
Options Exercisable, Weighted Average Exercise Price | $ 18.54 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 10.01 |
Exercise Price Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Upper | $ 25.01 |
Options Outstanding, Number | shares | 39,768 |
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 6 years 8 months 1 day |
Options Outstanding, Weighted Average Exercise Price | $ 32.43 |
Options Exercisable, Number | shares | 30,037 |
Options Exercisable, Weighted Average Remaining Contractual Term (in years) | 6 years 6 months 7 days |
Options Exercisable, Weighted Average Exercise Price | $ 33.62 |
SCHEDULE OF ASSUMPTIONS USED TO
SCHEDULE OF ASSUMPTIONS USED TO DETERMINE FAIR VALUE OF OPTIONS GRANTED (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.74% | 1.54% |
Risk-free interest rate, maximum | 3.97% | 1.74% |
Expected volatility, minimum | 100% | 106.80% |
Expected volatility, maximum | 113.90% | 113.20% |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life (in years) | 7 years 6 months | 7 years 6 months |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life (in years) | 10 years | 10 years |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 10, 2021 | Jun. 15, 2020 | May 14, 2019 | May 15, 2018 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 0.7 | |||||
Cost recognized over a weighted-average period | 2 years 1 month 6 days | |||||
Equity Stock Awards [Member] | Granted Under 2018 Plan and 2007 Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, reserved for future issuance | 556,119 | |||||
Inducement Awards [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, reserved for future issuance | 263,751 | |||||
Stock Options and Restricted Stock Awards [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation | $ 2.7 | $ 3.8 | ||||
Stock Options and Restricted Stock Awards [Member] | Research and Development Expense [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation | 0.9 | 1.4 | ||||
Stock Options and Restricted Stock Awards [Member] | General and Administrative Expense [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation | $ 1.8 | $ 2.4 | ||||
2018 Stock Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based payment award, shares authorized | 180,000 | |||||
Common stock, reserved for future issuance | 945,073 | |||||
2018 Stock Incentive Plan [Member] | Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based payment award, shares granted | 513,333 | 166,667 | 80,000 | |||
2018 Stock Incentive Plan [Member] | Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based payment award, shares granted | 940,000 | 426,667 | 260,000 | |||
2007 Stock Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options, strike price description | Options are generally granted with strike prices equal to the fair market value of a share of Imunon common stock on the date of grant. Incentive stock options may be granted to purchase shares of common stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of the outstanding stock of Imunon must be at least 110% of such fair market value on the date of grant. Only officers and key employees may receive incentive stock options. | |||||
Inducement Option Grants [Member] | Five New Employees [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Exercise price per share | $ 1.76 | |||||
Inducement Option Grants [Member] | Five New Employees [Member] | Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Restricted stock | 69,250 | |||||
Inducement Option Grants [Member] | Five New Employees [Member] | Common Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Restricted stock | 204,501 | |||||
2018 Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, reserved for future issuance | 388,954 |
SCHEDULE OF CHANGES IN EARN-OUT
SCHEDULE OF CHANGES IN EARN-OUT MILESTONE LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earn-out Milestone Liability | ||
Earn-out liabilities, beginning balance | $ 5,396,000 | $ 7,018,000 |
Non-cash gain loss from the adjustment for the change in fair value | (5,396,000) | (1,622,000) |
Earn-out liabilities, ending balance | $ 5,396,000 |
EARN-OUT MILESTONE LIABILITY (D
EARN-OUT MILESTONE LIABILITY (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||||
Jun. 20, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 28, 2019 | |
EGWC, Inc [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Earnout payment options description | each milestone (10% to 67%) and utilizing a discount rate based on the estimated time to achieve the milestone (1.5 to 2.5 years). | ||||
Non-cash charge on earnout milestone liability | $ 5.4 | $ 1.6 | |||
Amended Asset Purchase Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Earnout milestone liability | $ 13.9 | $ 12.4 | |||
Amended Asset Purchase Agreement [Member] | Within One Year of Achieving Milestone [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Earnout milestone liability | $ 30.4 | ||||
Amended Asset Purchase Agreement [Member] | 10 Business Days of Achieving Milestone [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Earnout milestone liability | $ 7 | ||||
Fair Value Earnout Milestone Liability [Member] | EGWC, Inc [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Business combination, consideration transferred, liabilities incurred | $ 5.4 | $ 7 |
SUMMARY OF WARRANT ACTIVITY (De
SUMMARY OF WARRANT ACTIVITY (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Warrants | ||||
Number of Warrants Issued, Warrants outstanding, Beginning balance | 175,792 | [1] | 256,903 | |
Weighted Average Exercise Price, Warrants outstanding, Beginning balance | $ 20.96 | $ 20.10 | ||
Number of Warrants Issued, Warrants exercised | (81,111) | |||
Weighted Average Exercise Price, Warrants exercised | $ 18.60 | |||
Number of Warrants Issued, warrants expired | (7,273) | |||
Weighted Average Exercise Price, Warrants expired | $ 48.30 | |||
Number of Warrants Issued, Warrants outstanding, Ending balance | [1] | 168,519 | 175,792 | |
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ 19.78 | $ 20.96 | ||
Aggregate intrinsic value of outstanding warrants | $ 0 | |||
Weighted average remaining contractual terms (years) | [1] | 3 years | ||
[1]Warrants to exercise 4,059 31.05 |
SUMMARY OF WARRANT ACTIVITY (_2
SUMMARY OF WARRANT ACTIVITY (Details) (Parenthetical) - $ / shares | Dec. 31, 2022 | Feb. 28, 2020 |
Warrants | ||
Class of warrant or right, number of securities called by warrants or rights | 4,059 | 213,333 |
Warrants, exercise price | $ 31.05 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Sep. 21, 2020 | Dec. 31, 2022 | Sep. 21, 2021 | Feb. 28, 2021 | Aug. 31, 2020 | Feb. 28, 2020 |
Class of warrant or right, number of securities called by warrants or rights | 4,059 | 213,333 | ||||
Warrant, exercise price per share | $ 31.05 | |||||
Horizon Credit Agreement Amendment [Member] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 5,000 | 6,337 | ||||
Right to receiving warrant | 16,501 | |||||
Award vesting period | 4 years | |||||
Warrant, exercise price per share | $ 11.85 | |||||
Warrant price, fair value | $ 9 | |||||
Professional fee expense | $ 45,000 | |||||
Minimum [Member] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 200,000 | 81,111 |
IMUNON EMPLOYEE BENEFIT PLANS (
IMUNON EMPLOYEE BENEFIT PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Maximum annual contributions per employee, percent | 3% | |
Matching contributions of employee | $ 117,000 | $ 107,000 |
Discretionary contribution | $ 172,000 | |
Discretionary contribution, rate | 5% |
SCHEDULE OF LEASE PAYMENTS AND
SCHEDULE OF LEASE PAYMENTS AND MATURITY OF OPERATING LEASE LIABILITIES (Details) | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 238,609 |
2024 and thereafter | |
Subtotal future lease payments | 238,609 |
Less imputed interest | (7,860) |
Total lease liabilities | $ 230,749 |
Operating lease, weighted average remaining lease term | 7 months 9 days |
Operating lease, weighted average discount rate, percent | 9.98% |
LEASES (Details Narrative)
LEASES (Details Narrative) | 12 Months Ended | |||||||||
Jun. 09, 2021 USD ($) ft² | Jan. 09, 2019 | Dec. 31, 2011 ft² | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2011 ft² | Jan. 31, 2023 ft² | Jan. 31, 2018 ft² | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Lelase operating, description | In 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (Brandywine), a Delaware limited partnership, for a 10,870 square foot premises located in Lawrenceville, New Jersey and relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. The Lease had an initial term of 66 months. In late 2015, Lenox Drive Office Park LLC, purchased the real estate and office building and assumed the Lease. | |||||||||
Area of land | ft² | 10,870 | 10,870 | ||||||||
Lease term | 66 months | 66 months | ||||||||
Lease expiration date | Apr. 30, 2017 | |||||||||
Operating lease, payments | $ 601,495 | $ 568,269 | ||||||||
Huntsville [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Lease term | 60 months | |||||||||
Huntsville [Member] | Subsequent Event [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Area of land | ft² | 11,420 | |||||||||
Lease term | 60 months | |||||||||
Payments for rent | $ 28,550 | |||||||||
Huntsville Alabama [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Area of land | ft² | 2,197 | |||||||||
Lease term | 22 months | |||||||||
1st Lease Amendment [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Lelase operating, description | increase the size of the premises by 2,285 square feet to 9,850 square feet and extended the lease term by one year to September 1, 2023. | |||||||||
1st Lease Amendment [Member] | First Year [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Payments for rent | 18,900 | |||||||||
1st Lease Amendment [Member] | Final Year [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Payments for rent | 20,500 | |||||||||
2nd Lease Amendment [Member] | First Year [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Payments for rent | 25,035 | |||||||||
2nd Lease Amendment [Member] | Final Year [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Payments for rent | $ 27,088 | |||||||||
EGEN Asset Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Lelase operating, description | In connection with the EGEN Asset Purchase Agreement in June 2014, the Company assumed the existing lease with another landlord for an 11,500 square foot premises located in Huntsville Alabama. | |||||||||
Area of land | ft² | 9,049 | |||||||||
Payments for rent | $ 5,500 | $ 18,100 | ||||||||
Operating Leases [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Operating lease, cost | $ 587,744 | 560,513 | ||||||||
Operating lease, payments | 601,495 | 568,269 | ||||||||
Amortization expense | $ 535,000 | $ 573,000 |
TECHNOLOGY DEVELOPMENT AND LI_2
TECHNOLOGY DEVELOPMENT AND LICENSING AGREEMENTS (Details Narrative) - Hisun [Member] $ in Millions | Jan. 18, 2013 USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Proceeds from license fees received | $ 5 |
Deferred revenue | $ 5 |
Deferred revenue amortization period | 10 years |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) - Convertible Note Purchase Agreement [Member] - Transomic Technologies Inc [Member] | Nov. 16, 2022 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Convertable and warrants | $ 375,000 |
Interest rate | 5% |