Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-15327 | |
Entity Registrant Name | LadRx Corporation | |
Entity Central Index Key | 0000799698 | |
Entity Tax Identification Number | 58-1642740 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 11726 San Vicente Blvd. | |
Entity Address, Address Line Two | Suite 650 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90049 | |
City Area Code | (310) | |
Local Phone Number | 826-5648 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 48,190,080 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 606,373 | $ 1,374,992 |
Prepaid expenses and other current assets | 429,643 | 628,745 |
Total current assets | 1,036,016 | 2,003,737 |
Equipment and furnishings, net | 15,587 | 18,546 |
Other assets | 7,703 | 7,703 |
Operating lease right-of-use assets | 171,132 | 216,786 |
Total assets | 1,230,438 | 2,246,772 |
Current liabilities: | ||
Accounts payable | 1,126,291 | 975,944 |
Accrued expenses and other current liabilities | 1,039,656 | 1,015,501 |
Current portion of operating lease liabilities | 182,078 | 196,081 |
Total current liabilities | 2,348,025 | 2,187,526 |
Operating lease liabilities, net of current portion | 33,526 | |
Preferred Stock, Series C 10% Convertible, $1,000 par value, 1,410 and 2,752 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 688,530 | 1,343,684 |
Preferred Stock, $0.01 par value, 833,333 shares authorized, including 50,000 shares of Series B Junior Participating Preferred Stock; no shares issued and outstanding | ||
Common stock, $0.001 par value, 62,393,940 shares authorized; 46,587,391 and 45,037,391 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 46,587 | 45,037 |
Additional paid-in capital | 488,128,268 | 487,474,664 |
Accumulated deficit | (489,980,972) | (488,837,665) |
Total stockholders’ deficit | (1,806,117) | (1,317,964) |
Total liabilities and stockholders’ deficit | $ 1,230,438 | $ 2,246,772 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Temporary equity, par value | $ 1,000 | $ 1,000 |
Temporary equity, shares issued | 1,410 | 2,752 |
Temporary equity, shares outstanding | 1,410 | 2,752 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 833,333 | 833,333 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 62,393,940 | 62,393,940 |
Common stock, shares issued | 46,587,391 | 45,037,391 |
Common stock, shares outstanding | 46,587,391 | 45,037,391 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, dividend rate, percentage | 10% | 10% |
Series B Junior Participating Preferred Stock [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Licensing revenue | ||
Expenses: | ||
General and administrative | 1,080,039 | 1,294,607 |
Total operating expenses | 1,080,039 | 1,294,607 |
Loss from operations | (1,080,039) | (1,294,607) |
Other income (loss): | ||
Interest income | 4,267 | 852 |
Other income (loss), net | 1,274 | (2,156) |
Net loss | (1,074,498) | (1,295,911) |
Dividends paid on preferred shares | (68,809) | 206,000 |
Net loss attributable to common stockholders | $ (1,143,307) | $ (1,501,911) |
Total basic and diluted loss per share | $ (0.03) | $ (0.04) |
Basic and diluted weighted-average shares outstanding | 46,079,058 | 39,008,810 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (1,074,498) | $ (1,295,911) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,958 | 3,732 |
Stock-based compensation expense | 3,299 | |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | 199,102 | 412,624 |
Other assets | 9,133 | |
Amortization of right-of-use asset | 45,654 | 45,866 |
Accounts payable | 150,347 | 156,732 |
Decrease in lease liabilities | (47,529) | (47,109) |
Accrued expenses and other current liabilities | 24,156 | (773,471) |
Net cash used in operating activities | (699,810) | (1,485,105) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (766) | |
Net cash used in investing activities | (766) | |
Cash flows from financing activities | ||
Preferred stock dividend | (68,809) | (206,000) |
Net cash used in financing activities | (68,809) | (206,000) |
Net decrease in cash and cash equivalents | (768,619) | (1,691,871) |
Cash and cash equivalents at beginning of period | 1,374,992 | 6,769,603 |
Cash and cash equivalents at end of period | 606,373 | 5,077,732 |
Supplemental disclosure of Cash Flow Information: | ||
Conversion of Series C Preferred Stock to Common Stock | $ 655,154 | $ 2,011,351 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders Equity (Unaudited ) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 38,780 | $ 484,790,650 | $ (484,075,711) | $ 753,719 |
Beginning balance , shares at Dec. 31, 2021 | 38,780,038 | |||
Conversion of preferred shares | $ 4,682 | 2,006,609 | 2,011,351 | |
Conversion of preferred shares, shares | 4,681,819 | |||
Preferred dividend | 206,000 | |||
Net loss | (1,295,911) | (1,295,911) | ||
Exercise of stock options | $ 21 | (21) | ||
Exercise of stock options, shares | 21,404 | 50,000 | ||
Preferred dividend | (206,000) | $ (206,000) | ||
Issuance of restricted stock for compensation | 3,299 | 3,299 | ||
Ending balance, value at Mar. 31, 2022 | $ 43,483 | 486,800,597 | (485,577,622) | 1,266,458 |
Ending balance shares at Mar. 31, 2022 | 43,483,261 | |||
Beginning balance, value at Dec. 31, 2022 | $ 45,037 | 487,474,664 | (488,837,665) | (1,317,964) |
Beginning balance , shares at Dec. 31, 2022 | 45,037,391 | |||
Issuance of common stock | $ 25 | (25) | ||
Issuance of common stock ,shares | 25,000 | |||
Conversion of preferred shares | $ 1,525 | 653,629 | 655,154 | |
Conversion of preferred shares, shares | 1,525,000 | |||
Preferred dividend | (68,809) | (68,809) | ||
Net loss | (1,074,498) | $ (1,074,498) | ||
Exercise of stock options, shares | 21,404 | |||
Ending balance, value at Mar. 31, 2023 | $ 46,587 | $ 488,128,268 | $ (489,980,972) | $ (1,806,117) |
Ending balance shares at Mar. 31, 2023 | 46,587,391 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements at March 31, 2023 and for the three-month periods ended March 31, 2023 and 2022, respectively, are unaudited, but include all adjustments, consisting of normal recurring entries, that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2022 were derived from our audited financial statements as of that date. The consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in the 2022 Annual Report. Change in Company Name Effective September 26, 2022, the Company changed its name from CytRx Corporation to LadRx Corporation pursuant to a Certificate of Amendment to our Certificate of Incorporation filed with the Secretary of State of Delaware. In accordance with the General Corporation Law of the State of Delaware (the “DGCL”), its board of directors approved the name change and the Certificate of Amendment. Pursuant to Section 242(b)(1) of the DGCL, stockholder approval was not required for the name change or the Certificate of Amendment. Reverse Stock Split The Company has announced a 1-for-100 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock which will become effective as of May 17, 2023, pursuant to which every 100 shares of the Company’s issued and outstanding shares of common stock will be automatically converted into one share of common stock without any change in the par value per share. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split will be rounded up to the nearest whole share. Going Concern The Company’s condensed consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the three months ended March 31, 2023, the Company incurred a net loss of $ 1,074,498 699,810 1,806,117 The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2022, has also expressed substantial doubt about the Company’s ability to continue as a going concern. At March 31, 2023, we had cash and cash equivalents of approximately $ 0.6 Use of Estimates Preparation of the Company’s condensed consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. The significant estimates in the Company’s condensed consolidated financial statements relate to the valuation of equity awards, recoverability of deferred tax assets, and estimated useful lives of fixed assets, The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. Stock Compensation The Company accounts for share-based awards to employees and nonemployee directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Basic and Diluted Net Loss Per Common Share Basic and diluted net loss per common share is computed based on the weighted-average number of common shares outstanding. for the period. Diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. Common share equivalents that could potentially dilute net loss per share in the future, and which were excluded from the computation of diluted loss per share, were as follows: Schedule of Share Excluded From Computation of Diluted Loss Per Share As of March 31, 2023 2022 Options to acquire common stock 1,765,108 2,777,829 Warrants to acquire common stock 4,167 4,167 Series C Convertible Preferred Stock 1,602,281 4,681,818 Investment option 11,363,637 11,363,637 Share excluded from computation of diluted loss per shares 14,735,193 18,827,451 Fair Value Measurements Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. We consider carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Our non-financial assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. |
Financing Under Securities Purc
Financing Under Securities Purchase Agreement | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Financing Under Securities Purchase Agreement | 2. Financing Under Securities Purchase Agreement On July 13, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “Investor”) for aggregate gross proceeds of $ 10 9.2 2 0.88 1.76 8,240 10.00 1,000 8.24 9,363,637 0.88 10.00 The terms of the Series C Preferred Stock include beneficial ownership limitations that preclude conversion that would result in the Investor owning in excess of 9.99% of the Company’s outstanding shares of common stock 11,363,637 10 0.88 The Company accounted for these transactions as a single transaction for accounting purposes and allocated total proceeds to the respective instruments based upon the relative fair value of each instrument. The Company determined that the relative fair value of (i) the 2,000,000 859,218 8,240 4,022,700 4,293,872 5,153,090 4,022,700 In 2022, the Company paid the following dividends: on January 1, 2022, $ 206,000 , on April 1, 2022, $ 202,567 , on July 1, 2022, $ 84,005 and on October 1, 2022, $ 68,809 for a total of $ 561,381 . On January 3, 2023, the Company paid a dividend of $ 68,809 On March 15, 2022, at a special meeting of its stockholders which was originally opened and subsequently adjourned on September 23, 2021, the Company’s stockholders, by an affirmative vote of the majority of the Company’s outstanding shares of capital stock, approved the amendment to the Company’s Restated Certificate of Incorporation to effect an increase in the number of shares of authorized common stock, par value $ 0.001 41,666,666 62,393,940 On March 28, 2022, the Investor converted 4,120 4,681,819 1,368 1,554,130 1,342 1,525,000 1,410 1,602,281 Terms of Series C Preferred Stock Under the Certificate of the Designations, Powers, Preferences and Rights of Series C 10.00 Certificate of Designations Company Initiated Conversion 41,666,666 1,000 Series C Stated Value The Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of common stock upon conversion that would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion (the “ Beneficial Ownership Limitation Each holder of shares of Series C Preferred Stock is entitled to receive dividends, commencing from the date of issuance of the Series C Preferred Stock. Such dividends may be paid only when, as and if declared by the Board of Directors of the Company (the “ Board 10.00 Under the Certificate of Designations, each share of Series C Preferred Stock carries a liquidation preference equal to the Series C Stated Value plus accrued and unpaid and accumulated dividends thereon. Such liquidation preference is payable upon certain change in control transactions and accordingly, this instrument is classified as mezzanine (temporary equity). The holders of the Series C Preferred Stock may vote their shares of Series C Preferred Stock on an as-converted basis, subject to the Beneficial Ownership Limitation (which Beneficial Ownership Limitation shall be calculated on a basis which includes the number of shares of common stock which are issuable upon conversion of the unconverted Series C Stated Value beneficially owned by a holder or any of its affiliates or attribution parties on all matters submitted to the holders of common stock for approval). The Company may not take the following actions without the prior consent of the holders of at least a majority of the Series C Preferred Stock then outstanding: (a) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Certificate of Designations, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in the Certificate of Designations) senior to, or otherwise pari Terms of Preferred Investment Option The Preferred Investment Option to purchase up to 11,363,637 0.88 The Preferred Investment Option has a term of five and one-half years from the Authorized Share Increase Date. The holders of the Preferred Investment Option may exercise the Preferred Investment Option on a cashless basis, solely to the extent there is no effective registration statement registering, or the prospectus in such registration statement is not available for the resale of the shares of common stock issuable at the time of exercise. The Company is prohibited from effecting an exercise of any Preferred Investment Option to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise of the Preferred Investment Options by the holder (the “PIO Beneficial Ownership Limitation”), except that upon notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding shares of Common Stock after exercising the holder’s Preferred Investment Option, provided that the PIO Beneficial Ownership Limitation in no event exceeds 9.99% of the number of outstanding shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the Preferred Investment Option held by the holder and provided that any increase in the PIO Beneficial Ownership Limitation shall not be effective until 61 days following notice to the Company Registration Rights Agreement In connection with the July 2021 Offerings, the Company entered into a registration rights agreement, dated as of July 13, 2021 (the “Registration Rights Agreement”), with the investor named therein, pursuant to which the Company will undertake to file, within five calendar days of the date of the filing of the proxy statement seeking the Stockholder Approval, a resale registration statement to register the shares of common stock issuable upon: (i) the conversion of the Series C Preferred Stock sold in the Private Placement and (ii) the exercise of the Preferred Investment Option (the “ Registrable Securities 2.0 24 1,977,600 18 During the year ended December 31, 2021, the Company did not have enough authorized shares to issue the issuable shares of common stock under the Series C Preferred Stock and Preferred Investment Option. The Company attempted, but was unsuccessful, obtaining stockholders’ approval for the increase in authorized shares, and accordingly, the Company was unable to meet its registration rights obligation as of December 31, 2021. As such, the Company recognized an aggregate of approximately $ 1.1 615,123 41,666,666 63,227,273 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Leases | 3. Leases We lease office space and office copiers related primarily to the administrative activities. The Company accounts for leases under ASC 842, Leases, In January 2020, the Company signed a new four 2,771 February 29, 2024 15,361 3.5 1,475 2.5 715,310 66,271 As of March 31, 2023, the balance of right-of-use assets was approximately $ 171,132 182,078 Future minimum lease payments under non-cancelable operating leases under ASC 842 as of March 31, 2023 are as follows: Schedule of Future Minimum Lease payments Operating April 2023 – March 2024 185,199 Total future minimum lease payments 185,199 Less: present value adjustment 3,121 Operating lease liabilities at March 31, 2023 182,078 Less: current portion of operating lease liabilities 182,078 Operating lease liabilities, net of current portion $ — The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Rent Expenses and Supplement Cash Flow Information Related to Leases Period Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s condensed Consolidated Statements of Operations) $ 49,400 Other information Cash paid for amounts included in the measurement of lease liabilities for the period ended March 31, 2023 $ 44,363 Weighted average remaining lease term – operating leases (in years) 0.94 Average discount rate 3.5 % |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 4. Stock Based Compensation The Company has a 2008 Stock Incentive Plan (the “2008 Plan”) under which 5 2.3 0.8 November 20, 2018 In November 2019, the Company adopted a 2019 Stock Incentive Plan (the “2019 Plan”) under which 5.4 0.5 There were no During the three months ended March 31, 2023, no 50,000 21,404 Presented below is our stock option activity: Schedule of Stock Options Activity Three Months Ended March 31, 2023 Number of Options (Employees) Number of Options (Non-Employees) Total Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2023 1,400,108 365,000 1,765,108 $ 6.83 Exercised — — — — Forfeited or expired — — — — Outstanding at March 31, 2023 1,400,108 365,000 1,765,108 $ 6.83 Exercisable at March 31, 2023 1,400,108 365,000 1,765,108 $ 6.83 The following table summarizes significant ranges of outstanding stock options under our plans at March 31, 2023: Schedule of Ranges of Stock Options Range of Exercise Prices Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price Number of Options Exercisable Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price $ 0.26 1.00 500,000 6.71 $ 0.26 500,000 6.71 $ 0.26 $ 1.01 3.00 634,006 4.46 $ 1.96 634,006 4.46 $ 1.96 $ 3.01 15.00 371,663 2.54 $ 12.13 371,663 2.54 $ 12.13 $ 15.01 42.42 259,439 1.00 $ 23.82 259,439 1.00 $ 23.82 1,765,108 4.48 $ 7.02 1,765,108 4.48 $ 7.02 The Company recorded no There was no aggregate intrinsic value of the outstanding options and options vested as of March 31, 2023. At March 31, 2023 and March 31, 2022, the Company had warrants to purchase up to 4,167 10.44 4,167 no |
Stockholder Protection Rights P
Stockholder Protection Rights Plan | 3 Months Ended |
Mar. 31, 2023 | |
Stockholder Protection Rights Plan | |
Stockholder Protection Rights Plan | 5. Stockholder Protection Rights Plan On December 13, 2019, the Board of Directors of the Company, authorized and declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock, par value $ 0.001 0.01 5.00 On November 12, 2020, the Board approved an amendment and restatement of the Original Rights Agreement (as amended and restated, the “Amended and Restated Rights Agreement”) to effect certain changes to the Original Rights Agreement, including (i) reducing the duration to a term of three years, subject to certain earlier expiration as described in more detail below, and (ii) lowering the beneficial ownership threshold at which a person or group of persons becomes an Acquiring Person (as defined below) to 4.95% or more of the Company’s outstanding shares of common stock, subject to certain exceptions. The Amended and Restated Rights Agreement is designed to discourage (i) any person or group of persons from acquiring beneficial ownership of more than 4.95% of the Company’s shares of common stock and (ii) any existing stockholder currently beneficially holding 4.95% or more of the Company’s shares of common stock from acquiring additional shares of the Company’s common stock The purpose of the Amended and Restated Rights Agreement is to protect value by preserving the Company’s ability to utilize its net operating losses and certain other tax attributes (collectively, the “Tax Benefits”) to offset potential future income tax obligations. The Company’s ability to use its Tax Benefits would be substantially limited if it experiences an “ownership change,” as such term is defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Tax Code”). A corporation generally will experience an ownership change if the percentage of the corporation’s stock owned by its “5-percent shareholders,” as defined in Section 382 of the Tax Code, increases by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. The Amended and Restated Rights Agreement is intended to reduce the likelihood the Company would experience an ownership change under Section 382 of the Tax Code. The Rights will not be exercisable until the earlier to occur of (i) the close of business on the tenth business day after a public announcement or filing that a person or group of affiliated or associated persons has become an “Acquiring Person,” which is defined as a person or group of affiliated or associated persons that, at any time after the date of the Amended and Restated Rights Agreement, has acquired, or obtained the right to acquire, beneficial ownership of 4.95% or more of the Company’s outstanding shares of common stock, subject to certain exceptions or (ii) the close of business on the tenth business day after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”) ( provided however The Rights, which are not exercisable until the Distribution Date, will expire at or prior to the earliest of (i) the close of business on November 16, 2023; (ii) the time at which the Rights are redeemed pursuant to the Amended and Restated Rights Agreement; (iii) the time at which the Rights are exchanged pursuant to the Amended and Restated Rights Agreement; (iv) the time at which the Rights are terminated upon the occurrence of certain mergers or other transactions approved in advance by the Board; and (v) the close of business on the date set by the Board following a determination by the Board that (x) the Amended and Restated Rights Agreement is no longer necessary or desirable for the preservation of the Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available (the earliest of (i), (ii), (iii), (iv) and (v) is referred to as the “ Expiration Date Each share of Series B Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) an amount equal to 1,000 times the dividend declared per share of common stock. Each share of Series B Preferred Stock will entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of common stock are converted or exchanged, each share of Series B Preferred Stock will be entitled to receive 1,000 times the amount received per one share of common stock The Purchase Price payable, and the number of shares of Series B Preferred Stock or other securities or property issuable, upon exercise of the Rights are each subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Series B Preferred Stock, (ii) upon the grant to holders of the Series B Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock or convertible securities at less than the then-current market price of the Series B Preferred Stock or (iii) upon the distribution to holders of the Series B Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Series B Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Series B Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split, reverse stock split, stock dividends and other similar transactions involving the common stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than the Rights beneficially owned by the Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof (which will thereupon become null and void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the Purchase Price. In the event that, after a person or a group of affiliated or associated persons has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction, or 50% or more of the Company’s assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then-current purchase price of the Right, that number of shares of common stock of the acquiring company having a market value at the time of that transaction equal to two times the Purchase Price. With certain exceptions, no adjustment in the Purchase Price will be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price. No fractional shares of Series B Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Series B Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series B Preferred Stock on the trading day immediately prior to the date of exercise. At any time after any person or group of affiliated or associated persons becomes an Acquiring Person and prior to the acquisition of beneficial ownership by such Acquiring Person of 50% or more of the outstanding shares of common stock, the Board, at its option, may exchange each Right (other than Rights owned by such person or group of affiliated or associated persons which will have become void), in whole or in part, at an exchange ratio of one share of common stock per outstanding Right (subject to adjustment). In connection with any exercise or exchange of the Rights, no holder of a Right will be entitled to receive shares of common stock if receipt of such shares would result in such holder, together with such holder’s affiliates and associates, beneficially owning more than 4.95% of the then-outstanding common stock (such shares, the “Excess Shares”) and the Board determines that such holder’s receipt of Excess Shares would jeopardize or endanger the value or availability of the Tax Benefits or the Board otherwise determines that such holder’s receipt of Excess Shares is not in the best interests of the Company. In lieu of such Excess Shares, such holder will only be entitled to receive cash or a note or other evidence of indebtedness with a principal amount equal to the then-current market price of the common stock multiplied by the number of Excess Shares that would otherwise have been issuable. At any time before the Distribution Date, the Board may redeem the Rights in whole, but not in part, at a price of $ 0.001 Immediately upon the action of the Board electing to redeem or exchange the Rights, the Company shall make a public announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Board may amend or supplement the Amended and Restated Rights Agreement without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity, (b) correct inconsistent provisions, (c) alter time period provisions, including the Expiration Date, or (d) make additional changes to the Amended and Restated Rights Agreement that the Board deems necessary or desirable. However, from and after the date any person or group of affiliated or associated persons becomes an Acquiring Person, the Amended and Restated Rights Agreement may not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Commitments Aldoxorubicin We have an agreement with Vergell Medical (formerly with KTB Tumorforschungs GmbH) (“Vergell”) for the exclusive license of patent rights held by Vergell for the worldwide development and commercialization of aldoxorubicin. Under the agreement, we must make payments to Vergell in the aggregate of $ 7.5 ● commercially reasonable royalties based on a percentage of net sales (as defined in the agreement); ● a percentage of non-royalty sub-licensing income (as defined in the agreement); and ● milestones of $ 1 In the event that we must pay a third party in order to exercise our rights to the intellectual property under the agreement, we are entitled to deduct a percentage of those payments from the royalties due Vergell, up to an agreed upon cap. Arimoclomol The agreement relating to our worldwide rights to arimoclomol provides for our payment of up to an aggregate of $ 3.65 12.8 5.2 Innovive Under the merger agreement by which we acquired Innovive, we agreed to pay the former Innovive stockholders a total of up to approximately $ 18.3 As of March 31, 2023, no amounts were due under the above agreements. Contingencies We apply the disclosure provisions of ASC 460, Guarantees The Company is occasionally involved in legal proceedings and other matters arising from the normal course of business. On November 30, 2022, Jerald Hammann (“Hammann”) filed a complaint (the “Complaint”) against the Company, Mr. Caloz, and Mr. Kriegsman (together, “Defendants”) in the Court of Chancery of the State of Delaware, alleging various violations of a Cooperation Agreement, dated August 21, 2020, by and between the Company and Hammann. The Complaint alleges breaches of a provision limiting the Board’s ability to effect discretionary compensation and a non-disparagement provision. The Complaint further alleges a breach of a purported implied obligation that the Company disclose various internal records to Hammann. Defendants believe the Complaint is wholly without merit and have moved to dismiss the Complaint in its entirety. Hammann has opposed the motion to dismiss and briefing of the motion is ongoing. Defendants intend to litigate vigorously against Hammann’s claims. The Company evaluates developments in legal proceedings and other matters on a quarterly basis. The Company records accruals for loss contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. In December 2019, a novel strain of coronavirus, COVID-19, was first identified in China and has surfaced in several regions across the world. In March 2020, the disease was declared a pandemic by the World Health Organization. The COVID-19 pandemic has, from time to time, led to government-imposed quarantines, limitations on business activity and shelter-in-place mandates to mitigate or contain the virus, and has contributed to financial market volatility and uncertainty and significant disruptions in general commercial activity and the global economy. As the COVID-19 pandemic and its ongoing effects continue to evolve, the companies which we are working to develop and commercialize our products, ImmunityBio and KemPharm, could be materially and adversely affected by the risks, or the public perception of the risks, related to the COVID-19 pandemic, which could cause delays in our potential timing of receipts of milestones and royalties within the disclosed time periods and expected costs. The extent to which the COVID-19 pandemic and its ongoing effects ay impact our business and prospects will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as new variants of the coronavirus, reinstatement of new travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 7. Subsequent Events The Company has announced a 1-for-100 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock which will become effective as of May 17, 2023, pursuant to which every 100 shares of the Company’s issued and outstanding shares of common stock will be automatically converted into one share of common stock without any change in the par value per share. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split will be rounded up to the nearest whole share. On May 6, 2023, the holders of the Series C Preferred Stock converted 1,410 shares into 1,602,689 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements at March 31, 2023 and for the three-month periods ended March 31, 2023 and 2022, respectively, are unaudited, but include all adjustments, consisting of normal recurring entries, that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2022 were derived from our audited financial statements as of that date. The consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in the 2022 Annual Report. Change in Company Name Effective September 26, 2022, the Company changed its name from CytRx Corporation to LadRx Corporation pursuant to a Certificate of Amendment to our Certificate of Incorporation filed with the Secretary of State of Delaware. In accordance with the General Corporation Law of the State of Delaware (the “DGCL”), its board of directors approved the name change and the Certificate of Amendment. Pursuant to Section 242(b)(1) of the DGCL, stockholder approval was not required for the name change or the Certificate of Amendment. Reverse Stock Split The Company has announced a 1-for-100 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock which will become effective as of May 17, 2023, pursuant to which every 100 shares of the Company’s issued and outstanding shares of common stock will be automatically converted into one share of common stock without any change in the par value per share. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split will be rounded up to the nearest whole share. |
Going Concern | Going Concern The Company’s condensed consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the three months ended March 31, 2023, the Company incurred a net loss of $ 1,074,498 699,810 1,806,117 The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2022, has also expressed substantial doubt about the Company’s ability to continue as a going concern. At March 31, 2023, we had cash and cash equivalents of approximately $ 0.6 |
Use of Estimates | Use of Estimates Preparation of the Company’s condensed consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. The significant estimates in the Company’s condensed consolidated financial statements relate to the valuation of equity awards, recoverability of deferred tax assets, and estimated useful lives of fixed assets, The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. |
Stock Compensation | Stock Compensation The Company accounts for share-based awards to employees and nonemployee directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic and diluted net loss per common share is computed based on the weighted-average number of common shares outstanding. for the period. Diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. Common share equivalents that could potentially dilute net loss per share in the future, and which were excluded from the computation of diluted loss per share, were as follows: Schedule of Share Excluded From Computation of Diluted Loss Per Share As of March 31, 2023 2022 Options to acquire common stock 1,765,108 2,777,829 Warrants to acquire common stock 4,167 4,167 Series C Convertible Preferred Stock 1,602,281 4,681,818 Investment option 11,363,637 11,363,637 Share excluded from computation of diluted loss per shares 14,735,193 18,827,451 |
Fair Value Measurements | Fair Value Measurements Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. We consider carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Our non-financial assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Share Excluded From Computation of Diluted Loss Per Share | Schedule of Share Excluded From Computation of Diluted Loss Per Share As of March 31, 2023 2022 Options to acquire common stock 1,765,108 2,777,829 Warrants to acquire common stock 4,167 4,167 Series C Convertible Preferred Stock 1,602,281 4,681,818 Investment option 11,363,637 11,363,637 Share excluded from computation of diluted loss per shares 14,735,193 18,827,451 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of Future Minimum Lease payments | Future minimum lease payments under non-cancelable operating leases under ASC 842 as of March 31, 2023 are as follows: Schedule of Future Minimum Lease payments Operating April 2023 – March 2024 185,199 Total future minimum lease payments 185,199 Less: present value adjustment 3,121 Operating lease liabilities at March 31, 2023 182,078 Less: current portion of operating lease liabilities 182,078 Operating lease liabilities, net of current portion $ — |
Schedule of Rent Expenses and Supplement Cash Flow Information Related to Leases | The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Rent Expenses and Supplement Cash Flow Information Related to Leases Period Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s condensed Consolidated Statements of Operations) $ 49,400 Other information Cash paid for amounts included in the measurement of lease liabilities for the period ended March 31, 2023 $ 44,363 Weighted average remaining lease term – operating leases (in years) 0.94 Average discount rate 3.5 % |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | Presented below is our stock option activity: Schedule of Stock Options Activity Three Months Ended March 31, 2023 Number of Options (Employees) Number of Options (Non-Employees) Total Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2023 1,400,108 365,000 1,765,108 $ 6.83 Exercised — — — — Forfeited or expired — — — — Outstanding at March 31, 2023 1,400,108 365,000 1,765,108 $ 6.83 Exercisable at March 31, 2023 1,400,108 365,000 1,765,108 $ 6.83 |
Schedule of Ranges of Stock Options | The following table summarizes significant ranges of outstanding stock options under our plans at March 31, 2023: Schedule of Ranges of Stock Options Range of Exercise Prices Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price Number of Options Exercisable Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price $ 0.26 1.00 500,000 6.71 $ 0.26 500,000 6.71 $ 0.26 $ 1.01 3.00 634,006 4.46 $ 1.96 634,006 4.46 $ 1.96 $ 3.01 15.00 371,663 2.54 $ 12.13 371,663 2.54 $ 12.13 $ 15.01 42.42 259,439 1.00 $ 23.82 259,439 1.00 $ 23.82 1,765,108 4.48 $ 7.02 1,765,108 4.48 $ 7.02 |
Schedule of Share Excluded From
Schedule of Share Excluded From Computation of Diluted Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share excluded from computation of diluted loss per shares | 14,735,193 | 18,827,451 |
Series C Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share excluded from computation of diluted loss per shares | 1,602,281 | 4,681,818 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share excluded from computation of diluted loss per shares | 1,765,108 | 2,777,829 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share excluded from computation of diluted loss per shares | 4,167 | 4,167 |
Investment Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share excluded from computation of diluted loss per shares | 11,363,637 | 11,363,637 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Net loss | $ 1,074,498 | $ 1,295,911 | ||
Change in operating activities | 699,810 | 1,485,105 | ||
Stockholders deficit | 1,806,117 | $ (1,266,458) | $ 1,317,964 | $ (753,719) |
Cash and cash equivalents | $ 606,373 | $ 1,374,992 |
Financing Under Securities Pu_2
Financing Under Securities Purchase Agreement (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 01, 2022 | Jul. 01, 2022 | Apr. 01, 2022 | Jan. 03, 2022 | Jan. 02, 2022 | Jul. 16, 2021 | Jul. 13, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 15, 2022 | Mar. 28, 2022 | Mar. 15, 2022 | Mar. 14, 2022 | Sep. 23, 2021 | Sep. 22, 2021 | Dec. 13, 2019 | |
Purchase price per share | $ 5 | ||||||||||||||||
Dividend paid | $ 68,809 | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, shares authorized | 62,393,940 | 62,393,940 | 63,227,273 | 41,666,666 | 62,393,940 | 41,666,666 | |||||||||||
Temporary equity, shares outstanding | 1,410 | 2,752 | |||||||||||||||
Stated value per share | $ 1,000 | $ 1,000 | |||||||||||||||
Loss contingency, damages sought, value | $ 1,100,000 | ||||||||||||||||
Loss contingency accrual provision | $ 615,123 | ||||||||||||||||
Preferred Investment Option [Member] | |||||||||||||||||
Option to purchase common stock | 11,363,637 | ||||||||||||||||
Option exercisable price | $ 0.88 | ||||||||||||||||
Option Indexed to Issuer's Equity, Settlement Alternatives | The Preferred Investment Option has a term of five and one-half years from the Authorized Share Increase Date. The holders of the Preferred Investment Option may exercise the Preferred Investment Option on a cashless basis, solely to the extent there is no effective registration statement registering, or the prospectus in such registration statement is not available for the resale of the shares of common stock issuable at the time of exercise. The Company is prohibited from effecting an exercise of any Preferred Investment Option to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise of the Preferred Investment Options by the holder (the “PIO Beneficial Ownership Limitation”), except that upon notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding shares of Common Stock after exercising the holder’s Preferred Investment Option, provided that the PIO Beneficial Ownership Limitation in no event exceeds 9.99% of the number of outstanding shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the Preferred Investment Option held by the holder and provided that any increase in the PIO Beneficial Ownership Limitation shall not be effective until 61 days following notice to the Company | ||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||
Number of shares issued | 1,602,281 | ||||||||||||||||
Preferred stock, dividend rate, percentage | 10% | 10% | 10% | 10% | |||||||||||||
Preferred stock, contract terms | The Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of common stock upon conversion that would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion (the “Beneficial Ownership Limitation”), except that upon notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding shares of common stock after converting the holder’s shares of Series C Preferred Stock, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of outstanding shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the shares of Series C Preferred Stock held by the holder and provided that any increase in the Beneficial Ownership Limitation shall not be effective until 61 days following notice to the Company. | ||||||||||||||||
Common stock, shares authorized | 41,666,666 | ||||||||||||||||
Stated value per share | $ 1,000 | ||||||||||||||||
Investor [Member] | |||||||||||||||||
Shares issued upon conversion | 1,525,000 | 1,554,130 | 4,681,819 | ||||||||||||||
Number of shares converted | 1,342 | 1,368 | 4,120 | ||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued, value | $ 859,218 | ||||||||||||||||
Number of shares issued | 2,000,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||||||||
Number of shares issued, value | $ 4,022,700 | ||||||||||||||||
Number of shares issued | 8,240 | ||||||||||||||||
Additional piaid in capital | $ 4,022,700 | ||||||||||||||||
Securities Purchase Agreement [Member] | Preferred Investment Option [Member] | |||||||||||||||||
Other liabilities fair value | 4,293,872 | ||||||||||||||||
Additional piaid in capital | 5,153,090 | ||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||
Gross proceeds from issuance of equity | 10,000,000 | ||||||||||||||||
Number of shares issued, value | $ 9,200,000 | ||||||||||||||||
Number of shares issued | 2,000,000 | ||||||||||||||||
Purchase price per share | $ 0.88 | ||||||||||||||||
Proceeds from issuance of common stock | $ 1,760,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Preferred Investment Option [Member] | |||||||||||||||||
Option to purchase common stock | 11,363,637 | ||||||||||||||||
Option indexed to issuers equity shares value | $ 10,000,000 | ||||||||||||||||
Option exercisable price | $ 0.88 | ||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||||||||
Number of shares issued | 8,240 | ||||||||||||||||
Purchase price per share | $ 1,000 | ||||||||||||||||
Preferred stock, dividend rate, percentage | 10% | ||||||||||||||||
Proceeds from issuance of private placement | $ 8,240,000 | ||||||||||||||||
Shares issued upon conversion | 9,363,637 | ||||||||||||||||
Preferred stock, convertible, conversion price | $ 0.88 | ||||||||||||||||
Preferred stock, contract terms | The terms of the Series C Preferred Stock include beneficial ownership limitations that preclude conversion that would result in the Investor owning in excess of 9.99% of the Company’s outstanding shares of common stock | ||||||||||||||||
Dividend paid | $ 68,809 | $ 84,005 | $ 202,567 | $ 206,000 | |||||||||||||
Dividends | $ 561,381 | ||||||||||||||||
Registration Rights Agreement [Member] | |||||||||||||||||
Percentage of liquidated damages | 2% | ||||||||||||||||
Liquidated damages | $ 1,977,600 | ||||||||||||||||
Percentage of interest payable on liquidated damages | 18% | ||||||||||||||||
Registration Rights Agreement [Member] | Maximum [Member] | |||||||||||||||||
Percentage of liquidated damages | 24% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease payments (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 29, 2020 |
Leases | |||
April 2023 – March 2024 | $ 185,199 | ||
Total future minimum lease payments | 185,199 | ||
Less: present value adjustment | 3,121 | ||
Operating lease liabilities at March 31, 2023 | 182,078 | $ 715,310 | |
Less: current portion of operating lease liabilities | 182,078 | $ 196,081 | |
Operating lease liabilities, net of current portion | $ 33,526 |
Schedule of Rent Expenses and S
Schedule of Rent Expenses and Supplement Cash Flow Information Related to Leases (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases | |
Operating lease cost (included in General and administrative expenses in the Company's condensed Consolidated Statements of Operations) | $ 49,400 |
Cash paid for amounts included in the measurement of lease liabilities for the period ended September 30, 2022 | $ 44,363 |
Weighted average remaining lease term - operating leases (in years) | 11 months 8 days |
Average discount rate | 3.50% |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | |||
Feb. 29, 2020 USD ($) | Jan. 31, 2020 USD ($) ft² | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Lease term | 4 years | |||
Area of land | ft² | 2,771 | |||
Lease expiration date | Feb. 29, 2024 | |||
Payments for rent | $ 1,475 | $ 15,361 | ||
Annual percentage increased in monthly rent | 2.50% | 3.50% | ||
Lease liability obligation | $ 715,310 | $ 182,078 | ||
Right of use asset | $ 171,132 | $ 216,786 | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||
Right of use asset | $ 66,271 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock Options, Outstanding beginning | 1,765,108 | |
Weighted Average Exercise Price Options, Outstanding at beginning | $ 6.83 | |
Stock Options, Exercised | (50,000) | |
Weighted Average Exercise Price Options, Exercised | ||
Stock Options, Forfeited or expired | ||
Weighted Average Exercise Price Options, Forfeited or expired | ||
Stock Options, Outstanding ending | 1,765,108 | |
Weighted Average Exercise Price Options, Outstanding ending | $ 6.83 | |
Stock Options, Exercisable ending | 1,765,108 | |
Weighted Average Exercise Price Options, Exercisable at ending | $ 6.83 | |
Share-Based Payment Arrangement, Employee [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock Options, Outstanding beginning | 1,400,108 | |
Stock Options, Exercised | ||
Stock Options, Forfeited or expired | ||
Stock Options, Outstanding ending | 1,400,108 | |
Stock Options, Exercisable ending | 1,400,108 | |
Share-Based Payment Arrangement, Nonemployee [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock Options, Outstanding beginning | 365,000 | |
Stock Options, Exercised | ||
Stock Options, Forfeited or expired | ||
Stock Options, Outstanding ending | 365,000 | |
Stock Options, Exercisable ending | 365,000 |
Schedule of Ranges of Stock Opt
Schedule of Ranges of Stock Options (Details) - Share-Based Payment Arrangement, Option [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options Outstanding | shares | 1,765,108 |
Weighted-Average Remaining Contractual Life (years) | 4 years 5 months 23 days |
Weighted-Average Exercise Price | $ 7.02 |
Number of Options Exercisable | shares | 1,765,108 |
Weighted-Average Remaining Contractual Life (years) | 4 years 5 months 23 days |
Weighted-Average Exercise Price, Options Exercisable | $ 7.02 |
Exercise Price Range One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 0.26 |
Range of Exercise Prices, Upper Range | $ 1 |
Number of Options Outstanding | shares | 500,000 |
Weighted-Average Remaining Contractual Life (years) | 6 years 8 months 15 days |
Weighted-Average Exercise Price | $ 0.26 |
Number of Options Exercisable | shares | 500,000 |
Weighted-Average Remaining Contractual Life (years) | 6 years 8 months 15 days |
Weighted-Average Exercise Price, Options Exercisable | $ 0.26 |
Exercise Price Range Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 1.01 |
Range of Exercise Prices, Upper Range | $ 3 |
Number of Options Outstanding | shares | 634,006 |
Weighted-Average Remaining Contractual Life (years) | 4 years 5 months 15 days |
Weighted-Average Exercise Price | $ 1.96 |
Number of Options Exercisable | shares | 634,006 |
Weighted-Average Remaining Contractual Life (years) | 4 years 5 months 15 days |
Weighted-Average Exercise Price, Options Exercisable | $ 1.96 |
Exercise Price Range Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 3.01 |
Range of Exercise Prices, Upper Range | $ 15 |
Number of Options Outstanding | shares | 371,663 |
Weighted-Average Remaining Contractual Life (years) | 2 years 6 months 14 days |
Weighted-Average Exercise Price | $ 12.13 |
Number of Options Exercisable | shares | 371,663 |
Weighted-Average Remaining Contractual Life (years) | 2 years 6 months 14 days |
Weighted-Average Exercise Price, Options Exercisable | $ 12.13 |
Exercise Price Range Four [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 15.01 |
Range of Exercise Prices, Upper Range | $ 42.42 |
Number of Options Outstanding | shares | 259,439 |
Weighted-Average Remaining Contractual Life (years) | 1 year |
Weighted-Average Exercise Price | $ 23.82 |
Number of Options Exercisable | shares | 259,439 |
Weighted-Average Remaining Contractual Life (years) | 1 year |
Weighted-Average Exercise Price, Options Exercisable | $ 23.82 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 10, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Nov. 30, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Outstanding stock options | 1,765,108 | 1,765,108 | ||||
Options granted | 0 | |||||
Stock options exercised | 50,000 | |||||
Stock compensation costs | $ 0 | |||||
Warrant outstanding | 4,167 | |||||
Weighted average exercise price | $ 10.44 | |||||
Common Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options exercised | 21,404 | 21,404 | ||||
Warrant [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of outstanding options and vested options | $ 0 | |||||
2008 Stock Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 5,000,000 | |||||
Outstanding stock options | 2,300,000 | |||||
Plan expiration date | Nov. 20, 2018 | |||||
2008 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shares outstanding | 800,000 | |||||
2019 Stock Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 5,400,000 | |||||
Outstanding stock options | 500,000 |
Stockholder Protection Rights_2
Stockholder Protection Rights Plan (Details Narrative) - $ / shares | Nov. 12, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 15, 2022 | Nov. 12, 2021 | Dec. 13, 2019 |
Stockholder Protection Rights Plan | ||||||
Common Stock, stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | 0.01 | |||
Purchase price per share | $ 5 | |||||
Stockholders rights description | the Board approved an amendment and restatement of the Original Rights Agreement (as amended and restated, the “Amended and Restated Rights Agreement”) to effect certain changes to the Original Rights Agreement, including (i) reducing the duration to a term of three years, subject to certain earlier expiration as described in more detail below, and (ii) lowering the beneficial ownership threshold at which a person or group of persons becomes an Acquiring Person (as defined below) to 4.95% or more of the Company’s outstanding shares of common stock, subject to certain exceptions. The Amended and Restated Rights Agreement is designed to discourage (i) any person or group of persons from acquiring beneficial ownership of more than 4.95% of the Company’s shares of common stock and (ii) any existing stockholder currently beneficially holding 4.95% or more of the Company’s shares of common stock from acquiring additional shares of the Company’s common stock | |||||
Dividend description | Each share of Series B Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) an amount equal to 1,000 times the dividend declared per share of common stock. Each share of Series B Preferred Stock will entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of common stock are converted or exchanged, each share of Series B Preferred Stock will be entitled to receive 1,000 times the amount received per one share of common stock | |||||
Preferred stock, redemption price per share | $ 0.001 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | May 31, 2022 | Mar. 31, 2023 |
Kem Pharm [Member] | ||
Product Liability Contingency [Line Items] | ||
Cash consideration from sale of assets | $ 12,800 | |
Liabilities assumed | $ 5,200 | |
Aldoxorubicin [Member] | ||
Product Liability Contingency [Line Items] | ||
Milestone payment, amount | $ 1,000 | |
Aldoxorubicin [Member] | Maximum [Member] | ||
Product Liability Contingency [Line Items] | ||
Milestone payment, amount | 7,500 | |
Arimoclomol [Member] | ||
Product Liability Contingency [Line Items] | ||
Milestone payment, amount | 3,650 | |
Innovive [Member] | ||
Product Liability Contingency [Line Items] | ||
Future earnout merger consideration | $ 18,300 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 06, 2023 shares |
Series C Convertible Preferred Stock [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Conversion of stock, shares converted | 1,602,689 |