Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36242 | |
Entity Registrant Name | DMK PHARMACEUTICALS CORPORATION | |
Entity Central Index Key | 0000887247 | |
Entity Tax Identification Number | 82-0429727 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 11622 El Camino Real | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92130 | |
City Area Code | (858) | |
Local Phone Number | 997-2400 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | DMK | |
Security Exchange Name | NASDAQ | |
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 Common Stock, Shares Outstanding | 10,102,050 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and Cash Equivalents | $ 6,663,921 | $ 1,081,364 |
Restricted Cash | 30,068 | |
Accounts Receivable, net | 1,054,058 | |
Inventories | 662,962 | 1,238,778 |
Prepaid Expenses and Other Current Assets | 539,772 | 1,914,966 |
Current Assets of Discontinued Operations | 5,406 | 3,952,916 |
Total Current Assets | 7,872,061 | 9,272,150 |
LONG TERM ASSETS | ||
Fixed Assets, net | 1,075,676 | 1,288,894 |
Right-of-Use Assets | 317,622 | |
Other Non-Current Assets | 9,674 | 52,174 |
Total Assets | 8,957,411 | 10,930,840 |
CURRENT LIABILITIES | ||
Accounts Payable | 9,973,413 | 7,937,493 |
Deferred Revenue, current portion (including $145,000 and $0 associated with variable interest entity at September 30, 2023 and December 31, 2022, respectively) | 172,779 | 27,779 |
Accrued Other Expenses | 2,323,738 | 1,510,053 |
Product Recall Liability | 305,806 | |
Lease Liabilities, current portion | 63,209 | 342,562 |
Current Liabilities of Discontinued Operations | 929,328 | 1,272,173 |
Total Current Liabilities | 13,462,467 | 11,395,866 |
LONG TERM LIABILITIES | ||
Deferred Revenue, net of current portion | 157,413 | 178,247 |
Warrant Liabilities, at fair value | 302,170 | 7,492 |
Total Liabilities | 13,922,050 | 11,581,605 |
MEZZANINE EQUITY | ||
Convertible Preferred Stock - Par Value $0.0001; 10,000,000 Shares Authorized: Series C Preferred Stock 3,000 Shares Authorized, liquidation preference $110 per share; 3,000 Issued and Outstanding at September 30, 2023 and December 31, 2022, respectively. | 330,000 | 157,303 |
STOCKHOLDERS’ DEFICIT | ||
Convertible Preferred Stock - Par Value $0.0001; 10,000,000 Shares Authorized; Series E Preferred Stock 1,941.2 Shares Authorized, 1,212 Issued and Outstanding at September 30, 2023 and no Shares Authorized, Issued and Outstanding at December 31, 2022 | ||
Common Stock - Par Value $0.0001; 200,000,000 Shares Authorized; 10,102,050 and 2,150,051 Issued, 10,094,580 and 2,142,581 Outstanding at September 30, 2023 and December 31, 2022, respectively. | 1,010 | 215 |
Additional Paid-in Capital | 318,178,762 | 303,761,053 |
Accumulated Deficit | (323,469,161) | (304,564,086) |
Treasury Stock - 7,470 Shares, at cost | (5,250) | (5,250) |
Total Stockholders’ Deficit | (5,294,639) | (808,068) |
Total Liabilities, Mezzanine Equity and Stockholders’ Deficit | $ 8,957,411 | $ 10,930,840 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Revenue | $ 172,779 | $ 27,779 |
Convertible Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, authorized | 10,000,000 | 10,000,000 |
Convertible Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 10,102,050 | 2,150,051 |
Common stock, outstanding | 10,094,580 | 2,142,581 |
Treasury stock, shares | 7,470 | 7,470 |
Series C Preferred Stock [Member] | ||
Convertible Preferred Stock, authorized | 3,000 | 3,000 |
Convertible Preferred Stock, liquidation preference (in dollars per share) | $ 110 | $ 110 |
Convertible Preferred Stock, issued | 3,000 | 3,000 |
Convertible Preferred Stock, outstanding | 3,000 | 3,000 |
Series E Preferred Stock [Member] | ||
Convertible Preferred Stock, authorized | 1,941.2 | 0 |
Convertible Preferred Stock, issued | 1,212 | 0 |
Convertible Preferred Stock, outstanding | 1,212 | 0 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Deferred Revenue | $ 145,000 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 9,062 | $ 1,505,683 | $ 1,469,007 | $ 2,605,396 |
Costs of goods sold | 338,488 | 1,647,585 | 2,487,948 | 3,705,697 |
Gross Loss | (329,426) | (141,902) | (1,018,941) | (1,100,301) |
OPERATING EXPENSES | ||||
Selling, General and Administrative | 2,517,161 | 2,508,176 | 11,332,333 | 10,096,807 |
Research and Development | 418,518 | 1,977,939 | 2,106,004 | 9,520,118 |
Acquired In-Process Research and Development (IPR&D) | 6,539,675 | |||
Loss from Operations | (3,265,105) | (4,628,017) | (20,996,953) | (20,717,226) |
OTHER INCOME (EXPENSE) | ||||
Interest Income | 13,835 | 19,699 | 14,549 | 40,021 |
Interest Expense | (29,465) | (135,808) | ||
Other Income (Expense) | 773,764 | 278,419 | 1,183,781 | (419,413) |
Loss on PPP2 loan | (1,787,417) | |||
Excess of March 2023 Warrant Fair Value over Offering Proceeds | (2,476,109) | |||
Change in Fair Value of Warrants | 770,723 | 58,690 | 4,656,292 | 87,618 |
Total Other Income (Expense), net | 1,528,857 | 356,808 | 3,242,705 | (2,079,191) |
Net Loss from Continuing Operations | (1,736,248) | (4,271,209) | (17,754,248) | (22,796,417) |
DISCONTINUED OPERATIONS | ||||
Net Income(Loss) from Discontinued Operations | 348,202 | (127,692) | (1,150,827) | (354,320) |
Net Loss Applicable to Common Stock | $ (1,388,046) | $ (4,398,901) | $ (18,905,075) | $ (23,150,737) |
Basic and Diluted Loss Per Share: | ||||
Continuing Operations, Basic Loss Per Share | $ (0.25) | $ (1.99) | $ (4.53) | $ (10.65) |
Continuing Operations, Diluted Loss Per Share | (0.25) | (1.99) | (4.53) | (10.65) |
Discontinued Operations, Basic Loss Per Share | 0.05 | (0.06) | (0.29) | (0.17) |
Discontinued Operations, Diluted Loss Per Share | 0.05 | (0.06) | (0.29) | (0.17) |
Basic Loss Per Share | (0.20) | (2.05) | (4.82) | (10.82) |
Diluted Loss Per Share | $ (0.20) | $ (2.05) | $ (4.82) | $ (10.82) |
Basic Weighted Average Shares Outstanding | 7,065,673 | 2,142,618 | 3,957,733 | 2,140,097 |
Diluted Weighted Average Shares Outstanding | 7,065,673 | 2,142,618 | 3,957,733 | 2,140,097 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Total | Convertible Preferred Stock [Member] |
Beginning balance, value at Dec. 31, 2021 | $ 214 | $ 303,973,627 | $ (5,250) | $ (278,085,813) | $ 25,882,778 | ||
Beginning balance, shares at Dec. 31, 2021 | 2,144,494 | 7,470 | |||||
Beginning balance, Convertible Preferred Stock at Dec. 31, 2021 | |||||||
Accretion of Series C Preferred Stock | |||||||
Issuance of Series C Preferred Stock, net of issuance costs of $8,300 | $ 157,303 | ||||||
Issuance of Series C Preferred Stock, net of issuance costs of $8,300 (in shares) | 3,000 | ||||||
Issuance of 750,000 Warrants, pursuant to the Series C Preferred Stock issuance, net of issuance costs of $6,700 | 127,697 | 127,697 | |||||
Issuance of Common Stock upon Vesting of Restricted Stock Units (RSUs) | $ 1 | (1) | |||||
Issuance of Common Stock upon Vesting of Restricted Stock Units (RSUs) (in shares) | 5,557 | ||||||
Share Based Compensation | (14,311) | (14,311) | |||||
Net Loss | (23,150,737) | (23,150,737) | |||||
Ending balance, value at Sep. 30, 2022 | $ 215 | 304,087,012 | $ (5,250) | (301,236,550) | 2,845,427 | ||
Ending balance, shares at Sep. 30, 2022 | 2,150,051 | 7,470 | 3,000 | ||||
Ending balance, Convertible Preferred Stock at Sep. 30, 2022 | $ 157,303 | ||||||
Beginning balance, value at Jun. 30, 2022 | $ 215 | 303,884,827 | $ (5,250) | (296,837,649) | 7,042,143 | ||
Beginning balance, shares at Jun. 30, 2022 | 2,150,051 | 7,470 | |||||
Beginning balance, Convertible Preferred Stock at Jun. 30, 2022 | |||||||
Issuance of Series C Preferred Stock, net of issuance costs of $8,300 | $ 157,303 | ||||||
Issuance of Series C Preferred Stock, net of issuance costs of $8,300 (in shares) | 3,000 | ||||||
Issuance of 750,000 Warrants, pursuant to the Series C Preferred Stock issuance, net of issuance costs of $6,700 | 127,697 | 127,697 | |||||
Share Based Compensation | 74,488 | 74,488 | |||||
Net Loss | (4,398,901) | (4,398,901) | |||||
Ending balance, value at Sep. 30, 2022 | $ 215 | 304,087,012 | $ (5,250) | (301,236,550) | 2,845,427 | ||
Ending balance, shares at Sep. 30, 2022 | 2,150,051 | 7,470 | 3,000 | ||||
Ending balance, Convertible Preferred Stock at Sep. 30, 2022 | $ 157,303 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 215 | 303,761,053 | $ (5,250) | (304,564,086) | (808,068) | ||
Beginning balance, shares at Dec. 31, 2022 | 2,150,051 | 7,470 | 3,000 | ||||
Beginning balance, Convertible Preferred Stock at Dec. 31, 2022 | 157,303 | $ 157,303 | |||||
March 2023 Offering | $ 24 | (24) | |||||
March 2023 Offering, shares | 235,714 | ||||||
Accretion of Series C Preferred Stock | (172,697) | (172,697) | |||||
Accretion of Series C Preferred Stock | $ 172,697 | ||||||
Issuance of Series E Preferred Stock pursuant to DMK Merger | 4,853,000 | 4,853,000 | |||||
Issuance of Series E Preferred Stock pursuant to DMK Merger, shares | 1,941.2 | ||||||
Common Stock Issuance pursuant to DMK Merger | $ 30 | 757,008 | 757,038 | ||||
Common Stock Issuance pursuant to DMK Merger, shares | 302,815 | ||||||
Assumption of DMK options pursuant to DMK Merger | 415,809 | 415,809 | |||||
Issuance of Common Stock and Warrants in the August 2023 Financing, net of issuance costs of $912,751 | $ 480 | 7,092,156 | 7,092,636 | ||||
Issuance of Common Stock and Warrants in the August 2023 Financing, net of issuance costs of $912,731, shares | 4,800,000 | ||||||
Conversion of Series E Preferred Stock into Common Stock | $ 73 | (73) | |||||
Conversion of Series E Preferred Stock into Common Stock, shares | (729.2) | 729,200 | |||||
Issuance of Common Stock upon Exercise of Pre-funded Warrants | $ 124 | 525,045 | 525,169 | ||||
Issuance of Common Stock upon Exercise of Prefunded Warrants, shares | 1,237,127 | ||||||
Issuance of Common Stock upon Exercise of Common Stock Warrants | $ 64 | 870,686 | 870,750 | ||||
Issuance of Common Stock upon exercise of Common Stock Warrants, shares | 645,000 | ||||||
Issuance of Common Stock upon Vesting of Restricted Stock Units (RSUs) | |||||||
Issuance of Common Stock upon Vesting of Restricted Stock Units (RSUs) (in shares) | 2,143 | ||||||
Share Based Compensation | 76,799 | 76,799 | |||||
Net Loss | (18,905,075) | (18,905,075) | |||||
Ending balance, value at Sep. 30, 2023 | $ 1,010 | 318,178,762 | $ (5,250) | (323,469,161) | (5,294,639) | ||
Ending balance, shares at Sep. 30, 2023 | 1,212 | 10,102,050 | 7,470 | 3,000 | |||
Ending balance, Convertible Preferred Stock at Sep. 30, 2023 | 330,000 | $ 330,000 | |||||
Beginning balance, value at Jun. 30, 2023 | $ 280 | 310,260,759 | $ (5,250) | (322,081,115) | (11,825,326) | ||
Beginning balance, shares at Jun. 30, 2023 | 1,941.2 | 2,797,865 | 7,470 | 3,000 | |||
Beginning balance, Convertible Preferred Stock at Jun. 30, 2023 | $ 330 | ||||||
Accretion of Series C Preferred Stock | |||||||
Issuance of Common Stock and Warrants in the August 2023 Financing, net of issuance costs of $912,751 | $ 480 | 7,092,156 | 7,092,636 | ||||
Issuance of Common Stock and Warrants in the August 2023 Financing, net of issuance costs of $912,731, shares | 4,800,000 | ||||||
Conversion of Series E Preferred Stock into Common Stock | $ 73 | (73) | |||||
Conversion of Series E Preferred Stock into Common Stock, shares | (729.2) | 729,200 | |||||
Issuance of Common Stock upon Exercise of Pre-funded Warrants | $ 113 | (73) | 40 | ||||
Issuance of Common Stock upon Exercise of Prefunded Warrants, shares | 1,129,985 | ||||||
Issuance of Common Stock upon Exercise of Common Stock Warrants | $ 64 | 870,686 | 870,750 | ||||
Issuance of Common Stock upon exercise of Common Stock Warrants, shares | 645,000 | ||||||
Share Based Compensation | (44,693) | (44,693) | |||||
Net Loss | (1,388,046) | (1,388,046) | |||||
Ending balance, value at Sep. 30, 2023 | $ 1,010 | $ 318,178,762 | $ (5,250) | $ (323,469,161) | (5,294,639) | ||
Ending balance, shares at Sep. 30, 2023 | 1,212 | 10,102,050 | 7,470 | 3,000 | |||
Ending balance, Convertible Preferred Stock at Sep. 30, 2023 | $ 330,000 | $ 330,000 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Issuance of Common Stock and Warrants in August 2023 Financing, issuance costs | $ 912,751 | $ 912,751 | ||
Issuance of Series C Preferred Stock, issuance costs | $ 8,300 | $ 8,300 | ||
Issuance of Warrants, pursuant to the Series C Preferred Stock issuance | 750,000 | 750,000 | ||
Issuance of 750,000 Warrants, pursuant to the Series C Preferred Stock issuance, issuance costs | $ 6,700 | $ 6,700 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (18,905,075) | $ (23,150,737) |
Less: Loss from Discontinued Operations | 1,150,827 | 354,320 |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Acquired IPR&D | 6,539,675 | |
Stock Based Compensation | 76,799 | (14,311) |
Excess of March 2023 Warrant Fair Value over Offering Proceeds | 2,476,109 | |
Change in Fair Value of Warrant Liability | (4,656,292) | (87,618) |
Cash Payments in Excess of Lease Expense | (78,665) | (12,081) |
Impairment of Right-of-Use Assets | 116,934 | |
Depreciation Expense | 264,012 | 1,111,495 |
Receivable from Fagron | 919,413 | |
Change in Operating Assets and Liabilities: | ||
Accounts Receivable | 1,054,058 | (490,940) |
Inventories | 575,816 | (673,838) |
Prepaid Expenses and Other Current & Non-Current Assets | 1,318,090 | 567,094 |
Accounts Payable | 1,580,139 | 1,319,707 |
Product Recall Liability | (305,806) | (1,591,870) |
Deferred Revenue (including $145,000 and $0 associated with variable interest entity for the nine months ended September 30, 2023 and 2022, respectively) | (22,952) | (637,030) |
Accrued Other Expenses | 1,108,448 | (1,552,766) |
Net Cash Used in Operating Activities of Continuing Operations | (7,707,883) | (23,939,162) |
Net Cash Used in Operating Activities of Discontinued Operations | (145,429) | (439,301) |
Net Cash Used in Operating Activities | (7,853,312) | (24,378,463) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Equipment | (588,923) | |
Cash Acquired in DMK Acquisition | 136,089 | |
Proceeds from Receivable from Fagron | 12,104 | 3,917,530 |
Net Cash Provided by Investing Activities of Continuing Operations | 148,193 | 3,328,607 |
Net Cash Provided by Investing Activities of Discontinued Operations | 2,599,267 | |
Net Cash Provided by Investing Activities | 2,747,460 | 3,328,607 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from March 2023 Offering related to Common Stock Warrant | 2,099,862 | |
Proceeds from March 2023 Offering related to Prefunded Warrant | 899,388 | |
March 2023 Offering Issuance Costs | (275,000) | |
Proceeds from Exercise of Prefunded Warrant | 790 | |
Proceeds from August 2023 Financing | 8,005,387 | |
August 2023 Financing Issuance Costs | (912,751) | |
Proceeds from Exercise of August 2023 Common Stock Warrants | 870,750 | |
Proceeds from Issuance of Preferred Stock and Warrants, net | 285,000 | |
Net Cash Provided by Financing Activities of Continuing Operations | 10,688,426 | 285,000 |
Net Cash Provided by Financing Activities of Discontinued Operations | ||
Net Cash Provided by Financing Activities | 10,688,426 | 285,000 |
Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash | 5,582,574 | (20,764,856) |
Cash and Cash Equivalents, and Restricted Cash | ||
Beginning Balance | 1,111,432 | 23,250,793 |
Decrease in Cash and Restricted Cash Equivalents of Discontinued Operations | (30,085) | (35,921) |
Ending Balance | 6,663,921 | 2,450,016 |
RECONCILIATION OF CASH & CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash & Cash Equivalents | 6,663,921 | 2,419,960 |
Restricted Cash | (30,056) | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash Paid for Income Taxes | 3,625 | |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES | ||
Liabilities of DMK assumed from DMK Merger | 157,461 | |
Issuance of common stock for DMK Merger | (757,038) | |
Issuance of Series E preferred stock for DMK Merger | (4,853,000) | |
DMK options assumed and replaced by the Company in connection with the DMK Merger | (415,809) | |
Fixed asset additions included in accrued expenses | 217,340 | |
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES | ||
Accretion on Series C Preferred Stock | 172,697 | |
Conversion of Series E Preferred Stock to Common Stock | 73 | |
Cashless Exercise of August 2023 Prefunded Warrants | 73 | |
Exercise of March 2023 Prefunded Warrants | $ 524,379 |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Deferred Revenue | $ (22,952) | $ (637,030) |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Deferred Revenue | $ 145,000 | $ 0 |
Organization and Description of
Organization and Description of the Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of the Business | Note 1: Organization and Description of the Business DMK Pharmaceuticals Corporation (“DMK” or the “Company”) is a specialty biopharmaceutical company focused on developing and commercializing products in the substance use disorder space including treatment of opioid use disorder. Effective September 6, 2023, pursuant to a certificate of amendment to the Company’s restated certificate of incorporation, the Company changed its name from Adamis Pharmaceuticals Corporation to DMK Pharmaceuticals Corporation. Reverse Stock Split Effective May 22, 2023, the Company effected a 1-for-70 200,000,000 DMK Merger On February 24, 2023, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with DMK Pharmaceuticals Corporation, a New Jersey corporation (“Legacy DMK”), and Aardvark Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”). The Merger Agreement provided for the merger (the “Merger”) of Legacy DMK with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of the Company. Prior to the Merger, Legacy DMK was a privately-held, clinical stage biotechnology company focused on the development and commercialization of potential products for a variety of central nervous disorders. Pursuant to the Merger, each share of common stock of Legacy DMK was converted into the right to receive a number of shares of the Company’s common stock and, in the case of certain Legacy DMK stockholders, shares of our Series E Convertible Preferred Stock, or Series E Preferred. On May 25, 2023, following a special meeting of stockholders of the Company, the Merger was completed in accordance with the terms of the Merger Agreement. In connection with the Merger, the name of Merger Sub as the surviving corporation was changed to DMK Pharmaceuticals Corporation. In connection with the September 2023 change of the Company’s corporate name, Merger Sub’s corporate name was changed to Adamis Pharmaceuticals Corporation. As a result of the consummation of the Merger, and after giving effect to the Reverse Stock Split, effective at the closing of the Merger (the “Effective Time”), the shares of Legacy DMK common stock then outstanding were canceled and automatically converted into and became the right to receive a total of 302,815 1,941.2 1,000 9.99% |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments and the elimination of intercompany accounts) considered necessary for a fair statement of all periods presented. The results of operations of the Company for any interim periods are not necessarily indicative of the results of operations for any other interim periods or for a full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). Principles of Consolidation The condensed consolidated financial statements include the accounts of DMK and its wholly-owned and controlled subsidiaries, Merger Sub (a variable interest entity wherein the Company is the primary beneficiary) and US Compounding, Inc (a discontinued operation) (“USC”). All significant intercompany accounts and transactions have been eliminated in consolidation. Prior Periods Reclassifications Certain amounts in prior periods have been reclassified to conform with current period presentation related to the receivable from Fagron included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Such reclassification had no effect on the total current assets as of December 31, 2022. The reclassification had no effect on the condensed consolidated statement of operations or condensed consolidated statement of cash flows for the periods ended September 30, 2022. Certain amounts in prior periods have been reclassified to conform with current period presentation related to interest income which was presented separately from the other income (expenses) on the accompanying condensed consolidated statements of operations. Such reclassification had no effect on the total other income (expense), net for the three and nine months ended September 30, 2022. The reclassification had no effect on the condensed consolidated balance sheet as of December 31, 2022 or condensed consolidated statement of cash flows for the periods ended September 30, 2022. Variable Interest Entity The purpose of the Merger with Legacy DMK is to expand the Company’s potential product pipeline. The Company intends to focus on developing therapies with novel mechanisms of action to treat conditions, including substance abuse disorders. The Company has 100% Assets recognized as a result of consolidating Merger Sub do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Cash specifically must be utilized based on the specific terms of the respective grant in which the monies were received; and any unspent grant funds would be required to be returned at the end of the respective grant term. Conversely, liabilities recognized as a result of consolidating Merger Sub do not represent additional claims of the Company’s general assets; they represent claims against the specific assets of Merger Sub. Assets Held for Sale The Company considers assets to be held for sale when management approves and commits to a plan to actively market the assets for sale at a reasonable price in relation to its fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company ceases to record depreciation and amortization expenses and measures the assets at the lower of their carrying value or estimated fair value less costs to sell. Assets held for sale are included as other current assets in the Company’s consolidated balance sheets and the gain or loss from sale of assets held for sale is included in the Company’s general and administrative expenses. Accrued Other Expenses Accrued Other Expenses consists of the following as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Accrued Expenses – R&D $ 145,806 $ 42,400 Accrued Expenses – COGS 1,392,810 1,099,571 Accrued Expenses - Other 601,000 200,363 Accrued PTO 184,122 167,719 Total Accrued Other Expenses $ 2,323,738 $ 1,510,053 Going Concern The Company’s cash and cash equivalents were approximately $6.7 $1.1 The condensed consolidated financial statements were prepared under the assumption that the Company will continue operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. In preparing these condensed consolidated financial statements, consideration was given to the Company’s future business as described below, which may preclude the Company from realizing the value of certain assets. The Company has incurred substantial recurring losses from continuing operations, negative cash flows from operations, and is dependent on additional financing to fund operations. The Company incurred a net loss of approximately $1.4 $18.9 $323.5 Management’s plans include attempting to secure additional required funding through equity or debt financing, if available, seeking to enter into a partnership or other strategic agreement regarding, or sales or out-licensing of, its commercial products, product candidates or intellectual property assets or other assets, revenues relating to supply and sale of SYMJEPI and ZIMHI products and share of net profits received relating to sales in the U.S. of our SYMJEPI and ZIMHI products, seeking partnerships or commercialization agreements with other pharmaceutical companies or third parties to co-develop and fund research and development or commercialization efforts of its products. There can be no assurance that we will be able to obtain required funding in the future. If the Company does not obtain required funding, the Company’s cash resources will be depleted in the near term and the Company would be required to materially reduce or suspend operations, which would likely have a material adverse effect on the Company’s business, stock price and our relationships with third parties with whom the Company have business relationships. If the Company does not have sufficient funds to continue operations, the Company could be required to seek bankruptcy protection, dissolution or liquidation, or other alternatives that could result in the Company’s stockholders losing some or all of their investment in us. The Company has implemented expense reduction measures including, without limitation, employee headcount reductions and the reduction or discontinuation of certain product development programs. Additionally, the Company is not in compliance with certain listing standards of the Nasdaq National Market and there can be no assurance that the Company will be successful in curing the deficiencies and regaining compliance by the applicable cure dates. (See Note 11 for additional information). Basic and Diluted Loss per Share Under ASC 260, the Company is required to apply the two-class method to compute earnings per share (“EPS”). Under the two-class method both basic and diluted EPS are calculated for each class of common stock and participating security considering both dividends declared (or accumulated) and participation rights in undistributed earnings. The two-class method results in an allocation of all undistributed earnings as if all those earnings were distributed. Considering the Company has generated losses in each reporting period since its inception through September 30, 2023, the Company also considered the guidance related to the allocation of the undistributed losses under the two-class method. The contractual rights and obligations of the preferred stock shares and the warrants were evaluated to determine if they have an obligation to share in the losses of the Company. As there is no obligation for the preferred stock shareholders or the holders of the warrants to fund the losses of the Company nor is the contractual principal or redemption amount of the preferred stock shares or the warrants reduced as a result of losses incurred by the Company, under the two-class method, the undistributed losses are allocated entirely to the common stock securities. The Company computes basic loss per share by dividing the loss attributable to holders of common stock for the period by the weighted average number of shares of common stock outstanding during the period. Adjustments to the loss attributable to holders of common stock include the accretion on Series C Preferred treated as a dividend. During the three and nine months ended September 30, 2023, the Series C Preferred was accreted $0 $172,697 $330,000 The numerator in calculating the loss attributable to the holders of common stock was adjusted as follows: Three Months Ended Nine Months Ended Net loss $ (1,388,046 ) $ (18,905,075 ) Accretion on Series C Preferred — (172,697 ) Adjusted Net Loss $ (1,388,046 ) $ (19,077,772 ) The Series E common stock equivalents are not included in the calculation of diluted EPS as this would be anti-dilutive (since the Company generates net losses). The diluted loss per share calculation is based on the if-converted method for convertible preferred shares and gives effect to dilutive if-converted shares and the treasury stock method and gives effect to dilutive options, warrants and other potentially dilutive common stock. The preferred stock is not considered potentially dilutive due to the contingency on the conversion feature not being tied to stock price or price of the convertible instrument. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under the Company’s stock option and warrant agreements. For the warrants accounted as liabilities, at each reporting period the Company evaluates the combined effect of the adjustment to the numerator (assumed beginning of the period exercise) and inclusion of the warrants in the denominator, with the warrants included for the purposes of diluted EPS calculation if such effect is dilutive. The warrants and options were determined to be anti-dilutive for all periods presented. Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the period ended September 30, 2023 and 2022, consist of the following (in common stock equivalents): September 30, September 30, Outstanding Warrants 6,184,323 213,612 Outstanding Options 33,886 63,377 Legacy DMK Options assumed by the Company 231,490 — Outstanding Restricted Stock Units 7,143 9,286 Series C Preferred stock (if converted) 697,674 — Series E Preferred stock (if converted) 1,212,000 — Stock-based compensation The Company accounts for transactions in which the Company receives services in exchange for restricted stock units (“RSUs”) or options to purchase common stock as stock-based compensation cost based on estimated fair value. Stock-based compensation cost for RSUs is measured based on the closing fair market value of the Company’s common stock on the date of grant. Stock-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur and will reduce compensation cost at the time of forfeiture. Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations |
DMK Merger
DMK Merger | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
DMK Merger | Note 3: DMK Merger On May 25, 2023, the Company completed the merger transaction with Legacy DMK. The Company determined that the acquired group, Legacy DMK, is a variable interest entity, or VIE, as Legacy DMK's total equity at risk is not sufficient to permit Legacy DMK to finance its activities without additional subordinated financial support. In accordance with FASB Accounting Standards Codification (“ASC”) Topic 805 “Business Combinations”, the consolidation of Legacy DMK was considered an asset acquisition as substantially all of the fair value of the gross assets acquired were concentrated in DPI-125, a single identifiable asset. The Company was determined to be the primary beneficiary of Legacy DMK (as the Company holds 100% $1.4 The fair value of the acquired IPR&D was determined based upon the income approach using a multi period excess earnings model which included a forecast of the expected cash flows of DPI-125. The discount rate associated with this forecast was 27 The purchase price, or total consideration transferred, to acquire Legacy DMK in the Merger was comprised of the following: Fair Value of the Company's Common Stock issued to Legacy DMK shareholders $ 757,038 Fair Value of the Company's Series E Preferred issued to Legacy DMK shareholders 4,853,000 Fair Value 415,809 Legacy DMK incurred Merger-related costs paid for by the Company 492,456 Total Consideration Transferred $ 6,518,303 The fair value of the 302,815 The fair value of the 1,941.2 Pursuant to the Merger Agreement, at the effective time, the outstanding Legacy DMK stock options to purchase shares of Legacy DMK common stock were assumed by the Company and became options to purchase a total of 231,490 The fair value of the replacement awards is based primarily on inputs that are observable or can be corroborated by observable market data (such as the Company’s closing stock price and the published treasury par yield curves from the US Department of the Treasury). The estimated fair value of the replacement options of $415,809 119.5% $2.50 0.0% 2.37 4.37 4.06% The allocation of the total purchase price is estimated as follows: Assets Acquired: Cash $ 136,089 Total assets acquired 136,089 Liabilities Assumed: Accounts Payable 30 Due to Related Party 1,698 Accrued Expenses 8,615 Deferred Grant Revenue 147,118 Total liabilities assumed 157,461 Net Liabilities acquired (21,372 ) Acquired IPR&D (DPI-125) 6,539,675 Total Purchase Price $ 6,518,303 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
DISCONTINUED OPERATIONS | |
Discontinued Operations | Note 4: Discontinued Operations In July 2021, the Company approved a restructuring process to wind down and cease the remaining operations at USC, with the remaining USC assets to be sold, liquidated or otherwise disposed of. In August 2021, the Company entered into a purchase agreement with Fagron Compounding Services, LLC (“Fagron”) to sell to Fagron certain assets of USC, related to its human compounding pharmaceutical business including certain customer information and information on products sold to such customers by USC, including related formulations, know-how, and expertise regarding the compounding of pharmaceutical preparations, clinical support knowledge and other data and certain other information relating to the customers and products. Fagron made monthly payments to the Company based on formulas related to the amounts actually collected by Fagron or its affiliates for sales of products or services made through July 30, 2022. As of September 30, 2023, the total amount received in connection with this purchase agreement was approximately $5.5 $19,000 Discontinued operations comprise those activities that were disposed of during the period, abandoned or which were classified as held for sale at the end of the period and represent a separate major line of business or geographical area that was previously distinguished as Compounded Pharmaceuticals segment for operational and financial reporting purposes in prior reported financial statements. The major assets and liabilities associated with discontinued operations included in our condensed consolidated balance sheets are as follows: September 30, December 31, Cash and Cash Equivalents $ — $ 30,085 Fixed Assets held for sale — 6,719,252 Other assets 5,406 5,407 Loss recognized on classification as held for sale — (2,801,828 ) Total assets of the disposal group classified as held for sale in the statement of financial position $ 5,406 $ 3,952,916 Carrying amounts of major classes of liabilities included as part of discontinued operations Accounts Payable $ 673,335 $ 649,633 Accrued Other Expenses 55,959 75,602 Lease Liabilities 200,034 243,008 Contingent Loss Liability — 50,000 Other Current Liabilities — 208,000 Deferred Tax Liability — 45,930 Total liabilities of the disposal group classified as held for sale in the statement of financial position $ 929,328 $ 1,272,173 In January 2023, the Company received approximately $832,000 $208,000 $68,339 During the second quarter of 2023, in connection with a third party’s offer to purchase USC’s land and building (the “USC Property”) for $1,525,000 $1.5 $1.5 $349,000 $20,500 $348,500 The revenues and expenses associated with discontinued operations included in our consolidated statements of operations were as follows: Three Months Ended 2023 2022 Major line items constituting pretax loss of discontinued operations: Selling, General and Administrative Expenses $ (20,798 ) $ (125,722 ) Interest Income — 22 Gain (Loss) on Disposal of Assets 369,000 (1,992 ) Gain (Loss) from discontinued operations before income taxes 348,202 (127,692 ) Income Tax Benefit — — Gain (Loss) from discontinued operations $ 348,202 $ (127,692 ) Nine Months Ended 2023 2022 Major line items constituting pretax loss of discontinued operations: Selling, General and Administrative Expenses $ (83,721 ) $ (390,105 ) Impairment Expense - USC Property (1,512,263 ) — Other Income 7,818 8,647 Gain on Disposal of Assets 437,339 27,138 Loss from discontinued operations before income taxes (1,150,827 ) (354,320 ) Income tax benefit — — Loss from discontinued operations $ (1,150,827 ) $ (354,320 ) |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 5: Revenues Revenues are related to the sales of the Company's commercial products which include: ZIMHI ® ® Exclusive Distribution and Commercialization Agreement for SYMJEPI ™ ™ On May 11, 2020 (the “Effective Date”) the Company entered into an exclusive distribution and commercialization agreement (the “USWM Agreement”) with USWM for the United States commercial rights for the SYMJEPI products, as well as for the Company’s ZIMHI (naloxone HCI Injection, USP) 5mg/0.5mL product intended for the emergency treatment of opioid overdose. The Company’s revenues relating to its FDA approved products SYMJEPI and ZIMHI are dependent on the USWM Agreement. Under the terms of the USWM Agreement, the Company appointed USWM as the exclusive (including as to the Company) distributor of SYMJEPI in the United States and related territories (“Territory”) effective upon the termination of a Distribution and Commercialization Agreement previously entered into with Sandoz Inc., and of the ZIMHI product approved by the U.S. Food and Drug Administration (“FDA”) for marketing, and granted USWM an exclusive license under the Company’s patent and other intellectual property rights and know-how to market, sell, and otherwise commercialize and distribute the products in the Territory, subject to the provisions of the USWM Agreement, in partial consideration of an initial payment by USWM and potential regulatory and commercial based milestone payments totaling up to $26 The initial term for the USWM Agreement began on the Effective Date and continues for a period of 10 Revenue Recognition The Company evaluated the USWM Agreement under ASC Topic 606, “Revenue from Contracts with Customers” (ASC 606). The Company has determined that there are multiple performance obligations in the contract which are the following: the manufacture and supply of SYMJEPI™ and ZIMHI™ products to USWM, the license to distribute and commercialize SYMJEPI™ and ZIMHI™ products in the United States and the clinical development of ZIMHI™. The Company utilized significant judgement to develop estimates of the stand-alone selling price for each distinct performance obligation based upon the relative stand-alone selling price. The transaction price allocated to the clinical development of ZIMHI was immaterial. Revenues from the manufacture and supply of SYMJEPI™ and ZIMHI™ are recognized at a point in time upon delivery to the carrier. The licenses to distribute and commercialize SYMJEPI™ and ZIMHI™ products in the United States is distinct from the other performance obligations identified in the arrangement and has stand-alone functionality; the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to benefit from the license. Payments received under USWM Agreement may include non-refundable fees at the inception of the arrangements, milestone payments for specific achievements and net-profit sharing payments based on certain percentages of net profit generated from the sales of products over a given quarter. At the inception of arrangements that include milestone payments, the Company uses judgement to evaluate whether the milestones are probable of being achieved and estimates the amount to include in the transaction price utilizing the most likely amount method. If it is probable that a significant revenue reversal will not occur, the estimated amount is included in the transaction price. Milestone payments that are not within the Company or the licensee’s control, such as regulatory approvals are not included in the transaction price until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of development milestones and any related constraint and adjusts the estimate of the overall transaction price, if necessary. The Company recognizes aggregate sales-based milestones, and net-profit sharing as royalties from product sales at the later of when the related sales occur or when the performance obligation to which the sales-based milestone or royalty has been allocated has been satisfied. The amounts receivable from USWM have a payment term of Net 30. Revenues do not include any state or local taxes collected from customers on behalf of governmental authorities. The Company made the accounting policy election to continue to exclude these amounts from revenues. Product Recall On March 21, 2022, the Company announced a voluntary recall of four lots of SYMJEPI (epinephrine) Injection 0.15 mg (0.15 mg/0.3 mL) and 0.3 mg (0.3 mg/0.3 mL) Pre-Filled Single-Dose Syringes to the consumer level, due to the potential clogging of the needle preventing the dispensing of epinephrine. In February 2023, the Company received notice from the FDA that the FDA considers the voluntary recall of our SYMJEPI products to be terminated. Such notice does not preclude the FDA from taking action in the future related to the recall, and the Company remains responsible for compliance with applicable laws relating to the product and the recall. As of September 30, 2023 and December 31, 2022, the recall liability was $0 $0.3 $25,000 $81,000 $388,000 $2.4 $2.6 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6: Inventories Inventories at September 30, 2023 and December 31, 2022 were as follows: September 30, December 31, Finished Goods $ — $ 267,554 Work-in-Process — 261,720 Raw Materials 662,962 709,504 Inventories $ 662,962 $ 1,238,778 |
Fixed Assets, net
Fixed Assets, net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, net | Note 7: Fixed Assets, net Fixed assets, net at September 30, 2023 and December 31, 2022 were as follows: Description Useful Life (Years) September 30, December 31, Machinery and Equipment 3 7 $ 5,156,377 $ 5,209,575 Less: Accumulated Depreciation (4,080,701 ) (4,665,067 ) Construction In Progress - Equipment — 744,386 Fixed Assets, net $ 1,075,676 $ 1,288,894 Depreciation expense for the three months ended September 30, 2023 and 2022 was approximately $67,000 $399,000 $264,000 $1,111,000 |
Paycheck Protection Program (PP
Paycheck Protection Program (PPP) Loan | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Paycheck Protection Program (PPP) Loan | Note 8: Paycheck Protection Program (PPP) Loan On March 15, 2021, the Company entered into a Note (the “PPP2 Note”) in favor of Arvest Bank (the “Bank”), as lender, in the principal amount of $1,765,495 $1,765,495 $1,787,417 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 9: Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3: Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. The carrying value of the Company’s cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to the short-term nature of these items. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements at September 30, 2023 Total Level 1 Level 2 Level 3 Liabilities 2020 Warrant Liability $ Less than $1 $ — $ Less than $1 $ — March 2023 Common Stock Warrants 302,170 — 302,170 — Total Common Stock Warrants Liabilities $ 302,170 $ — $ 302,170 $ — Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Liabilities 2020 Warrant Liability $ 7,492 $ — $ 7,492 $ — The fair value measurement of the warrants issued by the Company in February 2020 (“2020 Warrant Liability”) and March 16, 2023 Common Stock Warrant ("March 2023 Common Stock Warrants") are based on inputs that are observable or can be corroborated by observable market data (such as the Company’s daily closing stock price and the published treasury par yield curves from the US Department of the Treasury), and, as such, qualify as Level 2 measurement. The fair value of the warrant liabilities was calculated using the Black Scholes Option Pricing Model. As of September 30, 2023, the valuation assumptions include the expected volatility of the Company’s stock ranging from approximately 70 134.65 $0.69 0.0 1.93 4.96 4.721 5.253 As of December 31, 2022, the valuation assumptions include the expected volatility of the Company’s stock of approximately 70 11.90 0.0 2.68 4.362 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 10: Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were as follows: September 30, December 31, Employee Retention Credit $ — $ 875,307 Prepaid Insurance 86,436 323,143 Prepaid - Research and Development 326,854 588,354 Other Prepaid 59,275 78,590 Other Current Assets 67,207 49,572 $ 539,772 $ 1,914,966 Employee Retention Credit The Company applied for the Employee Retention Credit (ERC) which was available under the CARES Act. The ERC is a fully refundable tax credit for employers equal to 50 percent of qualified wages (including allocable qualified health plan expenses) that eligible employers paid their employees. The ERC applied to wages paid after March 12, 2020 and before January 1, 2021. The Company received the full amount from the original ERC from the Department of Treasury in January 2023. The Company amended its ERC application due to its repayment of the PPP loans (discussed in Note 7) and was subsequently awarded an additional refund of approximately $463,000 |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Note 11: Legal Proceedings The Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. The Company may also become party to litigation in federal and state courts relating to opioid drugs. Any litigation could divert management time and attention from the Company, could involve significant amounts of legal fees and other fees and expenses, or could result in an adverse outcome having a material adverse effect on the Company’s financial condition, cash flows or results of operations. Actions, claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty. Except as described below, the Company is not currently involved in any legal proceedings that the Company believes are, individually or in the aggregate, material to our business, results of operations or financial condition. However, regardless of the outcome, litigation can have an adverse impact on the Company because of associated cost and diversion of management time. Investigations On May 11, 2021, each of the Company and its USC subsidiary received a grand jury subpoena from the U.S. Attorney’s Office for the Southern District of New York (the “USAO”) issued in connection with a criminal investigation, requesting a broad range of documents and materials relating to, among other matters, certain veterinary products sold by the Company’s USC subsidiary, certain practices, agreements and arrangements relating to products sold by USC, including veterinary products, and certain regulatory and other matters relating to the Company and USC. The Audit Committee of the Board engaged outside counsel to conduct an independent internal investigation to review these and other matters. The Company has also received requests from the Securities and Exchange Commission (“SEC”) that the Company voluntarily provide documents and information in connection with the SEC’s investigation relating to certain matters including matters arising from the subject matter of the subpoenas from the USAO. The Company has produced and will continue to produce and provide documents in response to the subpoenas and requests as needed. Additionally, on March 16, 2022, the Company was informed that the Civil Division of the USAO (“Civil Division”) is investigating the Company’s Second Draw PPP Loan application disclosed in previous reports. The Audit Committee of the Board engaged outside counsel to conduct an internal inquiry into the matter. In June 2022, following the inquiry the Company paid a total of $1,787,417 Nasdaq Compliance On October 4, 2023, the Company received notice (the “Prior Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it failed to evidence a minimum closing bid price of $1.00 30 180 $35 180 In response, the Company timely requested a hearing before the Panel, which request stayed any further action by Nasdaq at least until the hearing is held and any extension the Panel may grant to the Company following the hearing expires. On October 18, 2023, the Company received a superseding notice from the Staff (the “Subsequent Notice”), indicating that the Prior Notice was issued in error. The Subsequent Notice indicated that because the Company was subject to a one-year 180 At the hearing before the Panel, the Company will address its plan to regain compliance with both the Bid Price Rule and the MVLS Rule as well as its continued compliance with all other applicable criteria for continued listing on The Nasdaq Capital Market. There can be no assurance, however, that the Panel will grant the Company’s request for continued listing or that the Company will evidence compliance with the listing rules prior to the expiration of any extension that may be granted by the Panel following the hearing. Jerald Hammann On June 8, 2021, Jerald Hammann filed a complaint against the Company and each of its directors in the Court of Chancery of the State of Delaware, captioned Jerald Hammann v. Adamis Pharmaceuticals Corporation et al., C.A. No. 2021-0506-PAF (the “Complaint”), seeking injunctive and declaratory relief. The Complaint alleges, among other things, that the defendants (i) violated Rule 14a-5(f) and 14a-9(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s 2021 annual meeting of stockholders—which was subsequently held on July 16, 2021 (the “2021 annual meeting”)—and disseminated false and misleading information in the Company’s proxy materials relating to the 2021 annual meeting, (ii) violated certain provisions of the Company’s bylaws relating to the 2021 annual meeting, (iii) violated section 220 of the Delaware General Corporation Law (“DGCL”) in connection with a request for inspection of books and records submitted by the plaintiff, and (iv) breached their fiduciary duties of disclosure and loyalty, including relating to establishing and disclosing the date of the Company’s 2021 annual meeting and to the Company’s determination that a solicitation notice delivered to the Company by plaintiff was not timely and was otherwise deficient. On April 4, 2022, the plaintiff filed a motion to amend the Complaint. The proposed amended Complaint added additional allegations relating to the manner in which the defendants established and disclosed the date of the Company’s 2021 annual meeting of stockholders and to statements the defendants made about the plaintiff to the Company’s stockholders. On April 28, 2022, the Court granted the motion. Trial on the merits of the plaintiff’s claims was held on March 16, 2023. On August 23, 2023, the Court entered its opinion rendering judgment in favor of the Company and the other defendants and against the plaintiff as to all of the plaintiff’s claims. On August 30, 2023, the plaintiff filed a motion for re-argument. On October 16, 2023, the Court denied the plaintiff’s motion except with respect to an issue of nominal damages but concluded that nominal damages were not warranted. On October 9, 2023, the plaintiff filed a motion for a temporary restraining order seeking to enjoin the defendants from distributing proxy materials and holding the Company’s 2023 annual meeting of stockholders. On October 12, 2023, the Court denied the plaintiff’s motion for a temporary restraining order, and on October 16, 2023, the Court issued an order denying the plaintiff’s motion for re-argument. On November 3, 2023, plaintiff filed a notice of appeal to the Supreme Court of the State of Delaware. CVI Investments On October 19, 2023, a purported shareholder of the Company filed a complaint against the Company in the Supreme Court of the State of New York, County of New York, captioned CVI Investments vs. DMK Pharmaceuticals Corporation f/k/a Adamis Pharmaceuticals Corporation, Index No. 655184/2023 (the “Complaint”). The Complaint alleges that the Company breached two warrant agreements that Plaintiff entered into with the Company in connection with Plaintiff’s previous purchases of shares of Adamis stock. Specifically, the Complaint alleges that the Company failed to repurchase two warrants previously issued to the Plaintiff for the repurchase price specified in the warrants, allegedly in violation of the terms of the warrants that provide for the repurchase of the warrants following timely notice from the warrant holder following the occurrence of certain specified events. The Complaint seeks (i) actual and compensatory damages from the purported breaches, (ii) reasonable attorneys’ fees and other costs and expenses incurred in connection with the Complaint, and (iii) pre- and post-judgment interest. The Company’s deadline to respond to the Complaint is November 22, 2023. The Company disputes that it was obligated to repurchase the warrants and intends to vigorously dispute the claim. Arbitration On October 20, 2023, David J. Marguglio, a former executive officer of the Company, filed a demand for arbitration with Judicial Arbitration and Mediation Services, Inc. (JAMS) challenging the grounds of the separation of his employment, alleging that he is entitled to severance under the terms of his employment agreement, and demanding that the Company pay the costs of the arbitration. The Company contends that Mr. Marguglio is not entitled to severance under the terms of his employment agreement. Turbare Real Estate Holdings On May 26, 2023, Turbare Real Estate Holdings, LLC filed a complaint against the Company in the Circuit Court of Faulkner County Arkansas, captioned Turbare Real Estate Holdings, LLC v Adamis Pharmaceutical Corporation 23CV-23-796. The suit alleges breach of contract, seeking $1,414,943.08 Supplemental Proxy Disclosures On April 11, 2023, a purported stockholder of the Company filed a complaint against the Company and each of its directors in the United States District Court for the Southern District of New York, captioned Lapin vs. Adamis Pharmaceuticals Corporation, Case No. 1:23-cv-03023 (the “Complaint”). The Complaint alleged that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, by causing a materially incomplete and misleading Preliminary Proxy Statement to be filed with the SEC. Specifically, the Complaint alleged that the Preliminary Proxy Statement contains materially incomplete and misleading information concerning the sales process, financial projections prepared by management, as well as the financial analysis conducted by Raymond James & Associates, Inc., the Company’s financial advisor. The Complaint sought, among other things, (i) injunctive relief preventing the consummation of the transactions contemplated by the Merger Agreement or the filing of a definitive proxy statement with the SEC or causing a definitive proxy statement to be disseminated to the Company’s stockholders unless and until the material information described in the Complaint is included in the definitive proxy statement or otherwise disseminated to the Company’s stockholders, and (ii) in the event that the Merger transaction is consummated without the alleged material omissions referenced in the Complaint being remedied, damages and costs and disbursements of the action including reasonable plaintiff’s attorneys’ and experts’ fees and expenses. On July 6, 2023, the plaintiff filed a notice of voluntary dismissal, dismissing the claims in the complaint without prejudice, which was entered by the court on July 7, 2023. In addition, the Company has received additional demand letters from counsel (the “Demand Letters”), each representing a purported stockholder of the Company, asserting that the Preliminary Proxy Statement and/or Proxy Statement was deficient and demanding that the alleged deficiencies be rectified. The Demand Letters allege, among other matters, that the Proxy Statements contain materially incomplete and misleading information concerning the sales process, financial projections prepared by the Company's management, and the financial analysis conducted by Raymond James & Associates, Inc. In addition, each purported shareholder has reserved his or her rights, including the right to alter or amend the demands at any time, and/or seek monetary damages following the consummation of the Merger. The Company believes that the allegations in the Complaint and the Demand Letters are without merit and that the disclosures set forth in the Proxy Statement comply fully with applicable law. However, in order to moot the unmeritorious claims, avoid nuisance and possible expense and delay, and to provide additional information to the Company’s shareholders, the Company provided a voluntary supplement to the Proxy Statement with the supplemental disclosures filed with the SEC on May 5, 2023. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth in the Supplemental Disclosures. To the contrary, the Company specifically denies all allegations that any additional disclosure was or is required. Nevertheless, resolution of these matters may involve payments by the Company to the parties submitting the Demand Letters or other claims. The Company records accruals for loss contingencies associated with legal matters when the Company determines it is probable that a loss has been or will be incurred and the amount of the loss can be reasonably estimated. Where a material loss contingency is reasonably possible and the reasonably possible loss or range of possible loss can be reasonably estimated, U.S. GAAP requires the Company to disclose an estimate of the reasonably possible loss or range of loss or make a statement that such an estimate cannot be made. The Company has not accrued any amount in respect of the matters described under the headings “Investigation,” “Jerald Hammann,” “Supplemental Proxy Disclosures,” “CVI Investments,” “Arbitration,” or “Turbare Real Estate Holdings,” as the Company cannot estimate the probable loss or the range of probable losses that the Company may incur. The Company is unable to make such an estimate because (i) with respect to the matters described under the heading “Investigation,” the Company is unable to predict whether any proceedings will be initiated by the USAO, SEC or other authorities arising from such matters, what, if any, relief, remedies or remedial measures the USAO, SEC, or other authorities may seek if proceedings are commenced, and the duration, scope, or outcome of any such proceedings, if they are commenced, (ii) litigation, arbitration, and other proceedings are inherently uncertain and unpredictable, and (iii) with respect to the “Supplemental Proxy Disclosures” the Demand Letters have not specified any amount for monetary damages and a reasonably possible loss or range of loss cannot be estimated. Because legal proceedings and investigations are uncertain and unpredictable and unfavorable results could occur, assessing contingencies is highly subjective and requires significant judgments about future events, including determining both the probability and reasonably estimated amount of a possible loss or range of loss. The amount of any ultimate loss may differ from any accruals or estimates that the Company may make. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Note 12: Stockholders' Equity Common Stock On March 14, 2023, the Company entered into a Securities Purchase Agreement or, SPA, with an investor providing for the purchase and sale of (i) an aggregate of 235,714 $8.75 685,714 $9.66 $8.74 107,143 $0.0007 $3.0 $0.3 The Prefunded Warrants are immediately exercisable and will expire five years six month five years and six months At the closing of the Offering on March 16, 2023, the Company determined the fair value of the Warrants (based on the Black Scholes Option Pricing Model) was in excess of the proceeds and, as such, a day-one loss was recognized in earnings. The issuance costs of $225,000 Allocation 235,714 $ — 107,142 899,388 685,714 4,575,971 Day-one Loss due to Excess Warrant Fair Value (2,476,109 ) Gross Proceeds $ 2,999,250 In May 2023, the Prefunded Warrants were exercised in full, which resulted in the reclassification of the fair value of the Prefunded Warrants of $524,379 $750 August 2023 Offering On August 4, 2023, the Company completed an offering of (i) 4,800,000 1,130,000 5,930,000 $7.1 $0.9 The August 2023 Prefunded Warrants are immediately exercisable at $0.0001 1,130,000 395,000 $40 395,000 735,000 734,985 The August 2023 Common Stock Warrants are exercisable at $1.35 five years 645,000 $870,750 The August 2023 Warrants were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC Topic 815 “Derivatives and Hedging” (“ASC 815"). Series C Convertible Preferred Stock On July 5, 2022, the Company entered into a private placement transaction with Lincoln Park Capital Fund, LLC, (“Lincoln Park”) pursuant to which the Company issued an aggregate of 3,000 $0.0001 10,714 $32.90 $300,000 $15,000 January 3, 2023 January 5, 2028 Subsequent to the issuance of the Series C Preferred, in connection with the Company’s 2022 annual meeting of stockholders, in September 2022 the Company’s stockholders voted on a reverse stock split proposal, and the proposal was not approved. Pursuant to the Series C Preferred transaction agreements, the Company paid $15,000 $173,000 110% $330,000 Series E Preferred Stock Pursuant to the DMK Merger, 1,941.2 1,000 Stock Options The Company’s 2020 Equity Incentive Plan (the “2020 Plan”) provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, and other forms of equity compensation (collectively “stock awards”). In addition, the 2020 Plan provides for the grant of cash awards. The initial aggregate number of shares of common stock that may be issued initially pursuant to stock awards under the 2020 Plan is 28,571 5.0% The Company had a 2009 Equity Incentive Plan (the “2009 Plan”). The 2009 Plan terminated effective February 2019 and no new awards may be made under the 2009 Plan. The maximum contractual term for options is 10 years The following table summarizes the outstanding stock option activity 2009 Weighted-Average Weighted-Average Outstanding Vested and Expected to Vest as of December 31, 2022 61,525 $ 291.41 2.09 Cancelled/Expired (29,068 ) 280.26 — Outstanding and Vested as of September 30, 2023 32,457 306.44 2.44 As of September 30, 2023, the unamortized compensation expense related to 2009 Plan awards was $0 The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) of all options outstanding at September 30, 2023 and December 31, 2022 was $0 The following table summarizes the outstanding stock option activity Non-Plan Weighted-Average Weighted-Average Outstanding as of December 31, 2022 1,857 $ 43.40 9.13 Cancelled (429 ) 43.40 — Outstanding as of September 30, 2023 1,428 43.40 8.38 Vested and Expected to Vest at September 30, 2023 952 43.40 8.38 Non-plan awards are granted pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, as a material inducement to the willingness of such person to join the Company as a new employee, effective upon the effective date of Board of Director-approved resolutions to grant nonqualified stock options to such person (an inducement grant). Inducement grants, although granted outside of the Company’s 2020 Plan, are subject to the terms and conditions set forth in that plan. The terms of inducement grants are generally the same as terms would be under the 2020 Plan, wherein the exercise price of the options is equal to the fair value of the Company’s common stock at date of grant, with vesting commencing on date of grant, and a vesting schedule consisting of one-sixth ( 1/6 6 1/36 As of September 30, 2023, the unamortized compensation expense related to non-plan awards was $0 231,490 $2.90 249,501 The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) of all options outstanding at September 30, 2023 and December 31, 2022, was $0 Restricted Stock Units The following table summarizes the RSUs outstanding at September 30, 2023: Number of Shares/Units Weighted Average Grant Date Fair Value Non-vested as of December 31, 2022 9,286 $ 325.13 Vested during the period (2,143 ) 592.20 Forfeited during the period — — Non-vested as of September 30, 2023 7,143 245.00 Expected to vest as of September 30, 2023 7,143 $ 245.00 The RSU's have cliff vesting after seven years $42,000 0.42 Stock-Based Compensation The following summarizes stock-based compensation recognized for the three months ended September 30, 2023 and 2022: For the Three Months Ended 2023 2022 Research and Development $ (69,835 ) $ 3,654 Selling, General and Administrative 25,142 70,834 Total $ (44,693 ) $ 74,488 The following summarizes stock-based compensation recognized as R&D costs and SG&A costs for the nine months ended September 30, 2023 and 2022: For the Nine Months Ended 2023 2022 Research and Development $ (69,835 ) $ 122,746 Selling, General and Administrative 146,634 (137,057 ) Total $ 76,799 $ (14,311 ) Warrants The following table summarizes warrants issued and outstanding as of September 30, 2023: Warrant Exercise Price Date Expiration Old Adamis Warrants 840 $ 595.00 November 15, 2007 November 15, 2023 2019 Warrants 197,055 $ 80.50 August 5, 2019 August 5, 2024 2020 Warrants 5,000 $ 49.00 February 25, 2020 September 3, 2025 Series C Preferred Warrants 10,714 $ 32.90 July 5, 2022 January 5, 2028 March 2023 Common Stock Warrants 685,714 $ 9.66 March 16, 2023 September 16, 2028 August 2023 Common Stock Warrants 5,285,000 $ 1.35 August 4, 2023 August 4, 2028 Total 6,184,323 Shares Reserved As of September 30, 2023, the Company has reserved shares of common stock for issuance upon exercise of outstanding options, warrants including all of the warrants in the table above and restricted stock units, as follows: Warrants 6,184,323 Restricted Stock Units 7,143 Non-Plan Awards 1,428 2009 Equity Incentive Plan 32,457 Legacy DMK Options Assumed by the Company 231,490 Conversion of Series C Preferred stock 697,674 Conversion of Series E Preferred stock 1,212,000 Total Shares Reserved 8,366,515 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13: Commitments and Contingencies Firm Purchase Commitments The Company has a production threshold commitment to a manufacturer of our SYMJEPI Products where the Company would be required to pay for maintenance fees if it does not meet certain periodic purchase order minimums. Any such maintenance fees would be prorated as a percentage of the required minimum production threshold. For the three and nine month periods ended September 30, 2023 and 2022, there were no purchases under firm purchase commitments. The maintenance fees for the three and nine months ended September 30, 2023 were approximately $268,000 $804,000 Abandonment of ROU Assets The Company has one operating lease for an office space in San Diego, CA with the lease term through November 30, 2023 and base rent of $32,000 $116,934 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14: Income Taxes The Company did not record any income tax provision or benefit for the three and nine months ended September 30, 2023 and 2022. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its history of gross losses and has concluded that it is not more likely than not that the Company will realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of September 30, 2023 and December 31, 2022. Management reevaluates the positive and negative evidence at each reporting period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments and the elimination of intercompany accounts) considered necessary for a fair statement of all periods presented. The results of operations of the Company for any interim periods are not necessarily indicative of the results of operations for any other interim periods or for a full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of DMK and its wholly-owned and controlled subsidiaries, Merger Sub (a variable interest entity wherein the Company is the primary beneficiary) and US Compounding, Inc (a discontinued operation) (“USC”). All significant intercompany accounts and transactions have been eliminated in consolidation. |
Prior Periods Reclassifications | Prior Periods Reclassifications Certain amounts in prior periods have been reclassified to conform with current period presentation related to the receivable from Fagron included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Such reclassification had no effect on the total current assets as of December 31, 2022. The reclassification had no effect on the condensed consolidated statement of operations or condensed consolidated statement of cash flows for the periods ended September 30, 2022. Certain amounts in prior periods have been reclassified to conform with current period presentation related to interest income which was presented separately from the other income (expenses) on the accompanying condensed consolidated statements of operations. Such reclassification had no effect on the total other income (expense), net for the three and nine months ended September 30, 2022. The reclassification had no effect on the condensed consolidated balance sheet as of December 31, 2022 or condensed consolidated statement of cash flows for the periods ended September 30, 2022. |
Variable Interest Entity | Variable Interest Entity The purpose of the Merger with Legacy DMK is to expand the Company’s potential product pipeline. The Company intends to focus on developing therapies with novel mechanisms of action to treat conditions, including substance abuse disorders. The Company has 100% Assets recognized as a result of consolidating Merger Sub do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Cash specifically must be utilized based on the specific terms of the respective grant in which the monies were received; and any unspent grant funds would be required to be returned at the end of the respective grant term. Conversely, liabilities recognized as a result of consolidating Merger Sub do not represent additional claims of the Company’s general assets; they represent claims against the specific assets of Merger Sub. |
Assets Held for Sale | Assets Held for Sale The Company considers assets to be held for sale when management approves and commits to a plan to actively market the assets for sale at a reasonable price in relation to its fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company ceases to record depreciation and amortization expenses and measures the assets at the lower of their carrying value or estimated fair value less costs to sell. Assets held for sale are included as other current assets in the Company’s consolidated balance sheets and the gain or loss from sale of assets held for sale is included in the Company’s general and administrative expenses. |
Accrued Other Expenses | Accrued Other Expenses Accrued Other Expenses consists of the following as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Accrued Expenses – R&D $ 145,806 $ 42,400 Accrued Expenses – COGS 1,392,810 1,099,571 Accrued Expenses - Other 601,000 200,363 Accrued PTO 184,122 167,719 Total Accrued Other Expenses $ 2,323,738 $ 1,510,053 |
Going Concern | Going Concern The Company’s cash and cash equivalents were approximately $6.7 $1.1 The condensed consolidated financial statements were prepared under the assumption that the Company will continue operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. In preparing these condensed consolidated financial statements, consideration was given to the Company’s future business as described below, which may preclude the Company from realizing the value of certain assets. The Company has incurred substantial recurring losses from continuing operations, negative cash flows from operations, and is dependent on additional financing to fund operations. The Company incurred a net loss of approximately $1.4 $18.9 $323.5 Management’s plans include attempting to secure additional required funding through equity or debt financing, if available, seeking to enter into a partnership or other strategic agreement regarding, or sales or out-licensing of, its commercial products, product candidates or intellectual property assets or other assets, revenues relating to supply and sale of SYMJEPI and ZIMHI products and share of net profits received relating to sales in the U.S. of our SYMJEPI and ZIMHI products, seeking partnerships or commercialization agreements with other pharmaceutical companies or third parties to co-develop and fund research and development or commercialization efforts of its products. There can be no assurance that we will be able to obtain required funding in the future. If the Company does not obtain required funding, the Company’s cash resources will be depleted in the near term and the Company would be required to materially reduce or suspend operations, which would likely have a material adverse effect on the Company’s business, stock price and our relationships with third parties with whom the Company have business relationships. If the Company does not have sufficient funds to continue operations, the Company could be required to seek bankruptcy protection, dissolution or liquidation, or other alternatives that could result in the Company’s stockholders losing some or all of their investment in us. The Company has implemented expense reduction measures including, without limitation, employee headcount reductions and the reduction or discontinuation of certain product development programs. Additionally, the Company is not in compliance with certain listing standards of the Nasdaq National Market and there can be no assurance that the Company will be successful in curing the deficiencies and regaining compliance by the applicable cure dates. (See Note 11 for additional information). |
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share Under ASC 260, the Company is required to apply the two-class method to compute earnings per share (“EPS”). Under the two-class method both basic and diluted EPS are calculated for each class of common stock and participating security considering both dividends declared (or accumulated) and participation rights in undistributed earnings. The two-class method results in an allocation of all undistributed earnings as if all those earnings were distributed. Considering the Company has generated losses in each reporting period since its inception through September 30, 2023, the Company also considered the guidance related to the allocation of the undistributed losses under the two-class method. The contractual rights and obligations of the preferred stock shares and the warrants were evaluated to determine if they have an obligation to share in the losses of the Company. As there is no obligation for the preferred stock shareholders or the holders of the warrants to fund the losses of the Company nor is the contractual principal or redemption amount of the preferred stock shares or the warrants reduced as a result of losses incurred by the Company, under the two-class method, the undistributed losses are allocated entirely to the common stock securities. The Company computes basic loss per share by dividing the loss attributable to holders of common stock for the period by the weighted average number of shares of common stock outstanding during the period. Adjustments to the loss attributable to holders of common stock include the accretion on Series C Preferred treated as a dividend. During the three and nine months ended September 30, 2023, the Series C Preferred was accreted $0 $172,697 $330,000 The numerator in calculating the loss attributable to the holders of common stock was adjusted as follows: Three Months Ended Nine Months Ended Net loss $ (1,388,046 ) $ (18,905,075 ) Accretion on Series C Preferred — (172,697 ) Adjusted Net Loss $ (1,388,046 ) $ (19,077,772 ) The Series E common stock equivalents are not included in the calculation of diluted EPS as this would be anti-dilutive (since the Company generates net losses). The diluted loss per share calculation is based on the if-converted method for convertible preferred shares and gives effect to dilutive if-converted shares and the treasury stock method and gives effect to dilutive options, warrants and other potentially dilutive common stock. The preferred stock is not considered potentially dilutive due to the contingency on the conversion feature not being tied to stock price or price of the convertible instrument. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under the Company’s stock option and warrant agreements. For the warrants accounted as liabilities, at each reporting period the Company evaluates the combined effect of the adjustment to the numerator (assumed beginning of the period exercise) and inclusion of the warrants in the denominator, with the warrants included for the purposes of diluted EPS calculation if such effect is dilutive. The warrants and options were determined to be anti-dilutive for all periods presented. Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the period ended September 30, 2023 and 2022, consist of the following (in common stock equivalents): September 30, September 30, Outstanding Warrants 6,184,323 213,612 Outstanding Options 33,886 63,377 Legacy DMK Options assumed by the Company 231,490 — Outstanding Restricted Stock Units 7,143 9,286 Series C Preferred stock (if converted) 697,674 — Series E Preferred stock (if converted) 1,212,000 — |
Stock-based compensation | Stock-based compensation The Company accounts for transactions in which the Company receives services in exchange for restricted stock units (“RSUs”) or options to purchase common stock as stock-based compensation cost based on estimated fair value. Stock-based compensation cost for RSUs is measured based on the closing fair market value of the Company’s common stock on the date of grant. Stock-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur and will reduce compensation cost at the time of forfeiture. |
Discontinued Operations | Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Accrued Other Expenses consists of the following as of September 30, 2023 and December 31, 2022: | Accrued Other Expenses consists of the following as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Accrued Expenses – R&D $ 145,806 $ 42,400 Accrued Expenses – COGS 1,392,810 1,099,571 Accrued Expenses - Other 601,000 200,363 Accrued PTO 184,122 167,719 Total Accrued Other Expenses $ 2,323,738 $ 1,510,053 |
The numerator in calculating the loss attributable to the holders of common stock was adjusted as follows: | The Company computes basic loss per share by dividing the loss attributable to holders of common stock for the period by the weighted average number of shares of common stock outstanding during the period. Adjustments to the loss attributable to holders of common stock include the accretion on Series C Preferred treated as a dividend. During the three and nine months ended September 30, 2023, the Series C Preferred was accreted $0 $172,697 $330,000 The numerator in calculating the loss attributable to the holders of common stock was adjusted as follows: Three Months Ended Nine Months Ended Net loss $ (1,388,046 ) $ (18,905,075 ) Accretion on Series C Preferred — (172,697 ) Adjusted Net Loss $ (1,388,046 ) $ (19,077,772 ) |
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the period ended September 30, 2023 and 2022, consist of the following (in common stock equivalents): | Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the period ended September 30, 2023 and 2022, consist of the following (in common stock equivalents): September 30, September 30, Outstanding Warrants 6,184,323 213,612 Outstanding Options 33,886 63,377 Legacy DMK Options assumed by the Company 231,490 — Outstanding Restricted Stock Units 7,143 9,286 Series C Preferred stock (if converted) 697,674 — Series E Preferred stock (if converted) 1,212,000 — |
DMK Merger (Tables)
DMK Merger (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
The purchase price, or total consideration transferred, to acquire Legacy DMK in the Merger was comprised of the following: | The purchase price, or total consideration transferred, to acquire Legacy DMK in the Merger was comprised of the following: Fair Value of the Company's Common Stock issued to Legacy DMK shareholders $ 757,038 Fair Value of the Company's Series E Preferred issued to Legacy DMK shareholders 4,853,000 Fair Value 415,809 Legacy DMK incurred Merger-related costs paid for by the Company 492,456 Total Consideration Transferred $ 6,518,303 |
The allocation of the total purchase price is estimated as follows: | The allocation of the total purchase price is estimated as follows: Assets Acquired: Cash $ 136,089 Total assets acquired 136,089 Liabilities Assumed: Accounts Payable 30 Due to Related Party 1,698 Accrued Expenses 8,615 Deferred Grant Revenue 147,118 Total liabilities assumed 157,461 Net Liabilities acquired (21,372 ) Acquired IPR&D (DPI-125) 6,539,675 Total Purchase Price $ 6,518,303 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
DISCONTINUED OPERATIONS | |
The major assets and liabilities associated with discontinued operations included in our condensed consolidated balance sheets are as follows: | The major assets and liabilities associated with discontinued operations included in our condensed consolidated balance sheets are as follows: September 30, December 31, Cash and Cash Equivalents $ — $ 30,085 Fixed Assets held for sale — 6,719,252 Other assets 5,406 5,407 Loss recognized on classification as held for sale — (2,801,828 ) Total assets of the disposal group classified as held for sale in the statement of financial position $ 5,406 $ 3,952,916 Carrying amounts of major classes of liabilities included as part of discontinued operations Accounts Payable $ 673,335 $ 649,633 Accrued Other Expenses 55,959 75,602 Lease Liabilities 200,034 243,008 Contingent Loss Liability — 50,000 Other Current Liabilities — 208,000 Deferred Tax Liability — 45,930 Total liabilities of the disposal group classified as held for sale in the statement of financial position $ 929,328 $ 1,272,173 |
The revenues and expenses associated with discontinued operations included in our consolidated statements of operations were as follows: | The revenues and expenses associated with discontinued operations included in our consolidated statements of operations were as follows: Three Months Ended 2023 2022 Major line items constituting pretax loss of discontinued operations: Selling, General and Administrative Expenses $ (20,798 ) $ (125,722 ) Interest Income — 22 Gain (Loss) on Disposal of Assets 369,000 (1,992 ) Gain (Loss) from discontinued operations before income taxes 348,202 (127,692 ) Income Tax Benefit — — Gain (Loss) from discontinued operations $ 348,202 $ (127,692 ) Nine Months Ended 2023 2022 Major line items constituting pretax loss of discontinued operations: Selling, General and Administrative Expenses $ (83,721 ) $ (390,105 ) Impairment Expense - USC Property (1,512,263 ) — Other Income 7,818 8,647 Gain on Disposal of Assets 437,339 27,138 Loss from discontinued operations before income taxes (1,150,827 ) (354,320 ) Income tax benefit — — Loss from discontinued operations $ (1,150,827 ) $ (354,320 ) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories at September 30, 2023 and December 31, 2022 were as follows: | Inventories at September 30, 2023 and December 31, 2022 were as follows: September 30, December 31, Finished Goods $ — $ 267,554 Work-in-Process — 261,720 Raw Materials 662,962 709,504 Inventories $ 662,962 $ 1,238,778 |
Fixed Assets, net (Tables)
Fixed Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets, net at September 30, 2023 and December 31, 2022 were as follows: | Fixed assets, net at September 30, 2023 and December 31, 2022 were as follows: Description Useful Life (Years) September 30, December 31, Machinery and Equipment 3 7 $ 5,156,377 $ 5,209,575 Less: Accumulated Depreciation (4,080,701 ) (4,665,067 ) Construction In Progress - Equipment — 744,386 Fixed Assets, net $ 1,075,676 $ 1,288,894 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements at September 30, 2023 Total Level 1 Level 2 Level 3 Liabilities 2020 Warrant Liability $ Less than $1 $ — $ Less than $1 $ — March 2023 Common Stock Warrants 302,170 — 302,170 — Total Common Stock Warrants Liabilities $ 302,170 $ — $ 302,170 $ — Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Liabilities 2020 Warrant Liability $ 7,492 $ — $ 7,492 $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses And Other Current Assets | |
Prepaid expenses and other current assets were as follows: | Prepaid expenses and other current assets were as follows: September 30, December 31, Employee Retention Credit $ — $ 875,307 Prepaid Insurance 86,436 323,143 Prepaid - Research and Development 326,854 588,354 Other Prepaid 59,275 78,590 Other Current Assets 67,207 49,572 $ 539,772 $ 1,914,966 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
The following table provides the initial allocation of the offering proceeds between the common stock and the Warrants issued: | Allocation 235,714 $ — 107,142 899,388 685,714 4,575,971 Day-one Loss due to Excess Warrant Fair Value (2,476,109 ) Gross Proceeds $ 2,999,250 |
The following table summarizes the outstanding stock option activity under the 2009 Equity Incentive Plan for the nine months ended September 30, 2023: | The following table summarizes the outstanding stock option activity 2009 Weighted-Average Weighted-Average Outstanding Vested and Expected to Vest as of December 31, 2022 61,525 $ 291.41 2.09 Cancelled/Expired (29,068 ) 280.26 — Outstanding and Vested as of September 30, 2023 32,457 306.44 2.44 |
The following table summarizes the outstanding stock option activity for the non-plan awards for the nine months ended September 30, 2023: | The following table summarizes the outstanding stock option activity Non-Plan Weighted-Average Weighted-Average Outstanding as of December 31, 2022 1,857 $ 43.40 9.13 Cancelled (429 ) 43.40 — Outstanding as of September 30, 2023 1,428 43.40 8.38 Vested and Expected to Vest at September 30, 2023 952 43.40 8.38 |
The following table summarizes the RSUs outstanding at September 30, 2023: | The following table summarizes the RSUs outstanding at September 30, 2023: Number of Shares/Units Weighted Average Grant Date Fair Value Non-vested as of December 31, 2022 9,286 $ 325.13 Vested during the period (2,143 ) 592.20 Forfeited during the period — — Non-vested as of September 30, 2023 7,143 245.00 Expected to vest as of September 30, 2023 7,143 $ 245.00 |
The following summarizes stock-based compensation recognized for the three months ended September 30, 2023 and 2022: | The following summarizes stock-based compensation recognized for the three months ended September 30, 2023 and 2022: For the Three Months Ended 2023 2022 Research and Development $ (69,835 ) $ 3,654 Selling, General and Administrative 25,142 70,834 Total $ (44,693 ) $ 74,488 The following summarizes stock-based compensation recognized as R&D costs and SG&A costs for the nine months ended September 30, 2023 and 2022: For the Nine Months Ended 2023 2022 Research and Development $ (69,835 ) $ 122,746 Selling, General and Administrative 146,634 (137,057 ) Total $ 76,799 $ (14,311 ) |
The following table summarizes warrants issued and outstanding as of September 30, 2023: | The following table summarizes warrants issued and outstanding as of September 30, 2023: Warrant Exercise Price Date Expiration Old Adamis Warrants 840 $ 595.00 November 15, 2007 November 15, 2023 2019 Warrants 197,055 $ 80.50 August 5, 2019 August 5, 2024 2020 Warrants 5,000 $ 49.00 February 25, 2020 September 3, 2025 Series C Preferred Warrants 10,714 $ 32.90 July 5, 2022 January 5, 2028 March 2023 Common Stock Warrants 685,714 $ 9.66 March 16, 2023 September 16, 2028 August 2023 Common Stock Warrants 5,285,000 $ 1.35 August 4, 2023 August 4, 2028 Total 6,184,323 |
As of September 30, 2023, the Company has reserved shares of common stock for issuance upon exercise of outstanding options, warrants including all of the warrants in the table above and restricted stock units, as follows: | As of September 30, 2023, the Company has reserved shares of common stock for issuance upon exercise of outstanding options, warrants including all of the warrants in the table above and restricted stock units, as follows: Warrants 6,184,323 Restricted Stock Units 7,143 Non-Plan Awards 1,428 2009 Equity Incentive Plan 32,457 Legacy DMK Options Assumed by the Company 231,490 Conversion of Series C Preferred stock 697,674 Conversion of Series E Preferred stock 1,212,000 Total Shares Reserved 8,366,515 |
Organization and Description _2
Organization and Description of the Business (Details Narrative) - shares | 9 Months Ended | |||
May 25, 2023 | May 22, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Reverse stock split | 1-for-70 | |||
Common stock, authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Series E Preferred Stock [Member] | ||||
Issuance of Series E Preferred Stock pursuant to DMK Merger, shares | 1,941.2 | |||
Shares issuable upon conversion | 1,000 | |||
Beneficial ownership limitation | 9.99% | |||
Common Stock [Member] | ||||
Issuance of Common Stock pursuant to DMK Merger, shares | 302,815 | 302,815 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash and cash equivalents | $ 6,663,921 | $ 6,663,921 | $ 2,419,960 | $ 6,663,921 | $ 2,419,960 | $ 1,081,364 |
Net loss | (1,388,046) | $ (4,398,901) | (18,905,075) | (23,150,737) | ||
Accumulated deficit | (323,469,161) | (323,469,161) | (323,469,161) | (304,564,086) | ||
Accretion on Series C Preferred | 172,697 | |||||
Convertible Preferred Stock | 330,000 | 330,000 | 330,000 | $ 157,303 | ||
Series C Preferred Stock [Member] | ||||||
Accretion on Series C Preferred | 0 | 172,697 | ||||
Convertible Preferred Stock | $ 330,000 | $ 330,000 | $ 330,000 | |||
Merger Sub [Member] | ||||||
Ownership percentage | 100% |
Accrued Other Expenses consists
Accrued Other Expenses consists of the following as of September 30, 2023 and December 31, 2022: (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Accrued Expenses – R&D | $ 145,806 | $ 42,400 |
Accrued Expenses – COGS | 1,392,810 | 1,099,571 |
Accrued Expenses - Other | 601,000 | 200,363 |
Accrued PTO | 184,122 | 167,719 |
Total Accrued Other Expenses | $ 2,323,738 | $ 1,510,053 |
The numerator in calculating th
The numerator in calculating the loss attributable to the holders of common stock was adjusted as follows: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Net loss | $ (1,388,046) | $ (4,398,901) | $ (18,905,075) | $ (23,150,737) |
Accretion on Series C Preferred | (172,697) | |||
Adjusted Net Loss | $ (1,388,046) | $ (19,077,772) |
Potentially dilutive securities
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the period ended September 30, 2023 and 2022, consist of the following (in common stock equivalents): (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding | 6,184,323 | 213,612 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding | 33,886 | 63,377 |
DMK Options assumed by Adamis [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding | 231,490 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding | 7,143 | 9,286 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding | 697,674 | |
Series E Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding | 1,212,000 |
DMK Merger (Details Narrative)
DMK Merger (Details Narrative) | 9 Months Ended | ||
Sep. 30, 2023 | May 25, 2023 USD ($) $ / shares shares | Sep. 30, 2023 shares | |
DMK Options assumed by Adamis [Member] | |||
Asset Acquisition [Line Items] | |||
Options | shares | 231,490 | ||
Fair value | $ 415,809 | ||
Expected volatility | 119.50% | ||
Stock price | $ / shares | $ 2.50 | ||
Dividend yield | 0% | ||
Risk-free interest rate | 4.06% | ||
DMK Options assumed by Adamis [Member] | Minimum [Member] | |||
Asset Acquisition [Line Items] | |||
Expected term | 2 years 4 months 13 days | ||
DMK Options assumed by Adamis [Member] | Maximum [Member] | |||
Asset Acquisition [Line Items] | |||
Expected term | 4 years 4 months 13 days | ||
Series E Preferred Stock [Member] | |||
Asset Acquisition [Line Items] | |||
Issuance of Series E Preferred Stock pursuant to DMK Merger, shares | shares | 1,941.2 | ||
Common Stock [Member] | |||
Asset Acquisition [Line Items] | |||
Issuance of Common Stock pursuant to DMK Merger, shares | shares | 302,815 | 302,815 | |
Measurement Input, Discount Rate [Member] | |||
Asset Acquisition [Line Items] | |||
Acquired IPR&D, measurement input | 0.27 | ||
DMK Pharmaceuticals Corporation [Member] | |||
Asset Acquisition [Line Items] | |||
Transaction costs | $ 1,400,000 | ||
DMK Pharmaceuticals Corporation [Member] | DMK Options assumed by Adamis [Member] | |||
Asset Acquisition [Line Items] | |||
Fair value | 415,809 | ||
DMK Pharmaceuticals Corporation [Member] | Series E Preferred Stock [Member] | |||
Asset Acquisition [Line Items] | |||
Fair value | 4,853,000 | ||
DMK Pharmaceuticals Corporation [Member] | Common Stock [Member] | |||
Asset Acquisition [Line Items] | |||
Fair value | $ 757,038 | ||
Legacy DMK [Member] | |||
Asset Acquisition [Line Items] | |||
Ownership percentage | 100% |
The purchase price, or total co
The purchase price, or total consideration transferred, to acquire Legacy DMK in the Merger was comprised of the following: (Details) | May 25, 2023 USD ($) |
DMK Options assumed by Adamis [Member] | |
Asset Acquisition [Line Items] | |
Fair Value | $ 415,809 |
DMK Pharmaceuticals Corporation [Member] | |
Asset Acquisition [Line Items] | |
Legacy DMK incurred Merger-related costs paid for by the Company | 492,456 |
Total Consideration Transferred | 6,518,303 |
DMK Pharmaceuticals Corporation [Member] | DMK Options assumed by Adamis [Member] | |
Asset Acquisition [Line Items] | |
Fair Value | 415,809 |
DMK Pharmaceuticals Corporation [Member] | Series E Preferred Stock [Member] | |
Asset Acquisition [Line Items] | |
Fair Value | 4,853,000 |
DMK Pharmaceuticals Corporation [Member] | Common Stock [Member] | |
Asset Acquisition [Line Items] | |
Fair Value | $ 757,038 |
The allocation of the total pur
The allocation of the total purchase price is estimated as follows: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May 25, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Liabilities Assumed: | |||||
Acquired IPR&D (DPI-125) | $ 6,539,675 | ||||
DMK Pharmaceuticals Corporation [Member] | |||||
Assets Acquired: | |||||
Cash | $ 136,089 | ||||
Total assets acquired | 136,089 | ||||
Liabilities Assumed: | |||||
Accounts Payable | 30 | ||||
Due to Related Party | 1,698 | ||||
Accrued Expenses | 8,615 | ||||
Deferred Grant Revenue | 147,118 | ||||
Total liabilities assumed | 157,461 | ||||
Net Liabilities acquired | (21,372) | ||||
Acquired IPR&D (DPI-125) | 6,539,675 | ||||
Total Purchase Price | $ 6,518,303 |
The major assets and liabilitie
The major assets and liabilities associated with discontinued operations included in our condensed consolidated balance sheets are as follows: (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | ||
Cash and Cash Equivalents | $ 30,085 | |
Fixed Assets held for sale | 6,719,252 | |
Other assets | 5,406 | 5,407 |
Loss recognized on classification as held for sale | (2,801,828) | |
Total assets of the disposal group classified as held for sale in the statement of financial position | 5,406 | 3,952,916 |
Carrying amounts of major classes of liabilities included as part of discontinued operations | ||
Accounts Payable | 673,335 | 649,633 |
Accrued Other Expenses | 55,959 | 75,602 |
Lease Liabilities | 200,034 | 243,008 |
Contingent Loss Liability | 50,000 | |
Other Current Liabilities | 208,000 | |
Deferred Tax Liability | 45,930 | |
Total liabilities of the disposal group classified as held for sale in the statement of financial position | $ 929,328 | $ 1,272,173 |
The revenues and expenses assoc
The revenues and expenses associated with discontinued operations included in our consolidated statements of operations were as follows: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Major line items constituting pretax loss of discontinued operations: | ||||
Selling, General and Administrative Expenses | $ (20,798) | $ (125,722) | $ (83,721) | $ (390,105) |
Impairment Expense - USC Property | (1,512,263) | |||
Other Income | 7,818 | 8,647 | ||
Interest Income | 22 | |||
Gain (Loss) on Disposal of Assets | 369,000 | (1,992) | 437,339 | 27,138 |
Gain (Loss) from discontinued operations before income taxes | 348,202 | (127,692) | (1,150,827) | (354,320) |
Income tax benefit | ||||
Gain (Loss) from discontinued operations | $ 348,202 | $ (127,692) | $ (1,150,827) | $ (354,320) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jul. 25, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Impairment of Fixed Assets, Held for Sale | $ 1,512,263 | |||||||
USC [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Proceeds from sale of assets | $ 832,000 | $ 208,000 | ||||||
Gain on Sale of Fixed Assets | $ 68,339 | |||||||
USC [Member] | Land and Building [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Proceeds from sale of assets | $ 1,500,000 | |||||||
Gain on Sale of Fixed Assets | $ 20,500 | |||||||
Offer to Purchase Fixed Assets, Held for Sale | $ 1,525,000 | |||||||
Impairment of Fixed Assets, Held for Sale | $ 1,500,000 | |||||||
USC [Member] | Equipment [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Proceeds from sale of assets | $ 349,000 | |||||||
Gain on Sale of Fixed Assets | 348,500 | |||||||
Fagron Compounding Services LLC [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Consideration received from purchase agreement | 5,500,000 | 5,500,000 | ||||||
Remaining receivables | $ 19,000 | $ 19,000 |
Revenues (Details Narrative)
Revenues (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 18 Months Ended | ||||
May 11, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Product recall liability | $ 0 | $ 0 | $ 0 | $ 300 | |||
Inventory Recall Expense | $ 2,600 | ||||||
Selling, General and Administrative Expenses [Member] | |||||||
Inventory Recall Expense | $ 25 | $ 388 | $ 81 | $ 2,400 | |||
USWM Agreement [Member] | |||||||
Milestone payments | $ 26,000 | ||||||
Term of agreement | 10 years |
Inventories at September 30, 20
Inventories at September 30, 2023 and December 31, 2022 were as follows: (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 267,554 | |
Work-in-Process | 261,720 | |
Raw Materials | 662,962 | 709,504 |
Inventories | $ 662,962 | $ 1,238,778 |
Fixed assets, net at September
Fixed assets, net at September 30, 2023 and December 31, 2022 were as follows: (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Machinery and Equipment, Gross | $ 5,156,377 | $ 5,209,575 |
Less: Accumulated Depreciation | (4,080,701) | (4,665,067) |
Construction In Progress - Equipment | 744,386 | |
Fixed Assets, net | $ 1,075,676 | $ 1,288,894 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years |
Fixed Assets, net (Details Narr
Fixed Assets, net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 67 | $ 399 | $ 264 | $ 1,111 |
Paycheck Protection Program (_2
Paycheck Protection Program (PPP) Loan (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 15, 2021 | |
Debt Instrument [Line Items] | |||||||
Gain (Loss) on Extinguishment of Debt | $ (1,787,417) | ||||||
Paycheck Protection Plan Second Draw Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Gain (Loss) on Extinguishment of Debt | $ 1,765,495 | ||||||
Repayments of Other Long-Term Debt | $ 1,787,417 | ||||||
Paycheck Protection Plan Second Draw Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-Term Debt, Gross | $ 1,765,495 |
The following table sets forth
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | $ 302,170 | $ 7,492 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | 302,170 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | 302,170 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | ||
Fair Value, Recurring [Member] | Warrants 2020 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | 7,492 | |
Fair Value, Recurring [Member] | Warrants 2020 [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | ||
Fair Value, Recurring [Member] | Warrants 2020 [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | 7,492 | |
Fair Value, Recurring [Member] | Warrants 2020 [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | ||
Fair Value, Recurring [Member] | Warrants 2020 [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | 1 | |
Fair Value, Recurring [Member] | Warrants 2020 [Member] | Maximum [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | ||
Fair Value, Recurring [Member] | Warrants 2020 [Member] | Maximum [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | 1 | |
Fair Value, Recurring [Member] | Warrants 2020 [Member] | Maximum [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | ||
Fair Value, Recurring [Member] | March 2023 Common Stock Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | 302,170 | |
Fair Value, Recurring [Member] | March 2023 Common Stock Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | ||
Fair Value, Recurring [Member] | March 2023 Common Stock Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities | 302,170 | |
Fair Value, Recurring [Member] | March 2023 Common Stock Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total common stock warrant liabilities |
Fair Value Measurement (Details
Fair Value Measurement (Details Narrative) | Sep. 30, 2023 $ / shares yr | Dec. 31, 2022 $ / shares yr |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.70 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.70 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 1.3465 | |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | $ / shares | 0.69 | 11.90 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 2.68 | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 1.93 | |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 4.96 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.04362 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.04721 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.05253 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets were as follows: (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | ||
Employee Retention Credit | $ 875,307 | |
Prepaid Insurance | 86,436 | 323,143 |
Prepaid - Research and Development | 326,854 | 588,354 |
Other Prepaid | 59,275 | 78,590 |
Other Current Assets | 67,207 | 49,572 |
$ 539,772 | $ 1,914,966 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Details Narrative) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other income | $ 463 |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Oct. 18, 2023 | Oct. 11, 2023 | Oct. 04, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | |
Loss contingency, alleged repairs amount | $ 1,414,943.08 | ||||
Subsequent Event [Member] | |||||
Minimum bid price per share requirement | $ 1 | ||||
Period of consecutive business days below minimum bid price | 30 days | ||||
Period to regain compliance with minimum bid price | 180 days | ||||
Minimum market value of listed securities | $ 35,000,000 | ||||
Period to regain compliance with minimum market value | 180 days | ||||
Mandatory Panel Monitor period | 1 year | ||||
Ineligible period to regain compliance with minimum bid price | 180 days | ||||
Paycheck Protection Plan Second Draw Loan [Member] | |||||
Repayment of debt | $ 1,787,417 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 04, 2023 | May 25, 2023 | Mar. 16, 2023 | Mar. 16, 2023 | Jul. 05, 2022 | May 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||||||||
Gross proceeds from offering | $ 2,999,250 | $ 3,000,000 | ||||||||||
Offering expenses | $ 300,000 | $ 275,000 | ||||||||||
Proceeds from Warrant Exercises | 790 | |||||||||||
Net proceeds from offering | $ 7,100,000 | |||||||||||
Placement agent commissions and other offering expenses | $ 900,000 | $ 912,751 | ||||||||||
Convertible Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Gross proceeds | $ 285,000 | |||||||||||
Convertible Preferred Stock | $ 330,000 | $ 157,303 | $ 330,000 | |||||||||
Shares reserved | 8,366,515 | 8,366,515 | ||||||||||
DMK Options assumed by Adamis [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Options | 231,490 | |||||||||||
Options, exercise price | $ 2.90 | |||||||||||
Shares reserved | 231,490 | 231,490 | ||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock options outstanding aggregate intrinsic value | $ 0 | $ 0 | $ 0 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares reserved | 7,143 | 7,143 | ||||||||||
Service period | 7 years | |||||||||||
Unamortized compensation expense | $ 42,000 | $ 42,000 | ||||||||||
Period for recognition | 5 months 1 day | |||||||||||
Equity Incentive Plan 2020 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares authorized | 28,571 | |||||||||||
Increase in shares reserved, percentage | 5% | |||||||||||
2009 Equity Incentive Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Options | 32,457 | 61,525 | 32,457 | |||||||||
Options, exercise price | $ 306.44 | $ 291.41 | $ 306.44 | |||||||||
Shares reserved | 32,457 | 32,457 | ||||||||||
2009 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock options outstanding aggregate intrinsic value | $ 0 | $ 0 | $ 0 | |||||||||
2009 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Contractual term | 10 years | |||||||||||
Equity Incentive Plan 2009 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Unamortized compensation expense | 0 | $ 0 | ||||||||||
Non Plan Awards [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Unamortized compensation expense | $ 0 | $ 0 | ||||||||||
Options | 1,428 | 1,857 | 1,428 | |||||||||
Options, exercise price | $ 43.40 | $ 43.40 | $ 43.40 | |||||||||
Shares reserved | 1,428 | 1,428 | ||||||||||
Non Plan Awards [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Vesting percentage | 16.67% | |||||||||||
Vesting period | 6 months | |||||||||||
Non Plan Awards [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Vesting percentage | 2.78% | |||||||||||
DMK 2016 Stock Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares reserved | 249,501 | 249,501 | ||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Offering expenses | $ 15,000 | |||||||||||
Number of shares issued | 3,000 | |||||||||||
Convertible Preferred Stock, par value (in dollars per share) | $ 0.0001 | |||||||||||
Gross proceeds | $ 300,000 | |||||||||||
Payment for preferred stock transaction agreement | $ 15,000 | |||||||||||
Temporary Equity, Accretion to Redemption Value | $ 173,000 | |||||||||||
Temporary Equity, redemption percentage by holder after reverse stock split | 110% | |||||||||||
Convertible Preferred Stock | $ 330,000 | $ 330,000 | ||||||||||
Shares reserved | 697,674 | 697,674 | ||||||||||
Series E Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of Series E Preferred Stock pursuant to DMK Merger, shares | 1,941.2 | |||||||||||
Shares issuable upon conversion | 1,000 | |||||||||||
Shares reserved | 1,212,000 | 1,212,000 | ||||||||||
Common Stock Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of warrants issued | 5,930,000 | 685,714 | 685,714 | |||||||||
Warrants exercise price | $ 1.35 | $ 9.66 | $ 9.66 | |||||||||
Warrant expiration period | 5 years | 5 years 6 months | 5 years 6 months | |||||||||
Warrants and Rights Outstanding, Exercisable Period | 6 months | |||||||||||
Proceeds from Warrant Exercises | $ 870,750 | |||||||||||
Number of Warrants Exercised | 645,000 | |||||||||||
Prefunded Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Price per share | $ 8.74 | $ 8.74 | ||||||||||
Number of warrants issued | 1,130,000 | 107,143 | 107,143 | |||||||||
Warrants exercise price | $ 0.0001 | $ 0.0007 | $ 0.0007 | |||||||||
Warrant expiration period | 5 years | 5 years | ||||||||||
Fair Value of Warrants Exercised | $ 524,379 | |||||||||||
Proceeds from Warrant Exercises | $ 40 | $ 750 | ||||||||||
Number of Warrants Exercised | 1,130,000 | |||||||||||
Number of Warrants Exercised Cash Basis | 395,000 | |||||||||||
Stock Issued During Period, Shares, Exercise of Warrants | 395,000 | |||||||||||
Number of Warrants Exercised Cashless Basis | 735,000 | |||||||||||
Stock Issued During Period, Shares, Cashless Exercise of Warrants | 734,985 | |||||||||||
Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Offering expenses | $ 225,000 | |||||||||||
Series C Preferred Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of warrants issued | 10,714 | |||||||||||
Warrants exercise price | $ 32.90 | $ 32.90 | $ 32.90 | |||||||||
Warrants exercisable date | Jan. 03, 2023 | |||||||||||
Warrants term end date | Jan. 05, 2028 | Jan. 05, 2028 | Jan. 05, 2028 | |||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued | 4,800,000 | 235,714 | 235,714 | 235,714 | ||||||||
Price per share | $ 8.75 | $ 8.75 | ||||||||||
Stock Issued During Period, Shares, Exercise of Warrants | 1,129,985 | 1,237,127 |
The following table provides th
The following table provides the initial allocation of the offering proceeds between the common stock and the Warrants issued: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Aug. 04, 2023 | Mar. 16, 2023 | Mar. 16, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||
Common Stock Issued, value | ||||||||
Warrants Issued | 6,184,323 | 6,184,323 | ||||||
Warrants Issued, value | $ 302,170 | $ 302,170 | $ 7,492 | |||||
Day 1 Loss due to Excess Warrant Fair Value | $ (2,476,109) | $ (2,476,109) | ||||||
Gross Proceeds | $ 2,999,250 | $ 3,000,000 | ||||||
Prefunded Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants Issued | 107,142 | 107,142 | ||||||
Warrants Issued, value | $ 899,388 | $ 899,388 | ||||||
Common Stock Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants Issued | 685,714 | 685,714 | ||||||
Warrants Issued, value | $ 4,575,971 | $ 4,575,971 | ||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock Issued | 4,800,000 | 235,714 | 235,714 | 235,714 | ||||
Common Stock Issued, value | $ 24 |
The following table summarizes
The following table summarizes the outstanding stock option activity under the 2009 Equity Incentive Plan for the nine months ended September 30, 2023: (Details) - 2009 Equity Incentive Plan [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total outstanding and vested and expected to vest at beginning | shares | 61,525 |
Total outstanding and vested and expected to vest at beginning | $ / shares | $ 291.41 |
Options outstanding, weighted average remaining contractual term at beginning | 2 years 1 month 2 days |
Options cancelled/expired | shares | (29,068) |
Options cancelled/expired, weighted average exercise price | $ / shares | $ 280.26 |
Total outstanding at ending | shares | 32,457 |
Options outstanding, weighted average exercise price, ending balance | $ / shares | $ 306.44 |
Options outstanding, weighted average remaining contractual term at ending | 2 years 5 months 8 days |
The following table summarize_2
The following table summarizes the outstanding stock option activity for the non-plan awards for the nine months ended September 30, 2023: (Details) - Non Plan Awards [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total outstanding and vested and expected to vest at beginning | shares | 1,857 |
Total outstanding and vested and expected to vest at beginning | $ / shares | $ 43.40 |
Options outstanding, weighted average remaining contractual term at beginning | 9 years 1 month 17 days |
Options cancelled | shares | (429) |
Options cancelled, weighted average exercise price | $ / shares | $ 43.40 |
Total outstanding at ending | shares | 1,428 |
Options outstanding, weighted average exercise price, ending balance | $ / shares | $ 43.40 |
Options outstanding, weighted average remaining contractual term at ending | 8 years 4 months 17 days |
Vested and expected to vest at ending | shares | 952 |
Options vested, weighted average exercise price at ending | $ / shares | $ 43.40 |
Options vested, weighted average remaining contractual term | 8 years 4 months 17 days |
The following table summarize_3
The following table summarizes the RSUs outstanding at September 30, 2023: (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Non-vested RSUs, beginning | shares | 9,286 |
Weighted average grant date fair value, beginning | $ / shares | $ 325.13 |
RSUs vested during the period | shares | (2,143) |
Weighted average grant date fair value, vested | $ / shares | $ 592.20 |
RSUs forfeited during the period | shares | |
Weighted average grant date fair value, forfeited | $ / shares | |
Non-vested RSUs, ending | shares | 7,143 |
Weighted average grant date fair value, ending | $ / shares | $ 245 |
RSUs expected to vest | shares | 7,143 |
Weighted average grant date fair value, RSUs expected to vest | $ / shares | $ 245 |
The following summarizes stock-
The following summarizes stock-based compensation recognized for the three months ended September 30, 2023 and 2022: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total | $ (44,693) | $ 74,488 | $ 76,799 | $ (14,311) |
Research and Development Expense [Member] | ||||
Total | (69,835) | 3,654 | (69,835) | 122,746 |
Selling, General and Administrative Expenses [Member] | ||||
Total | $ 25,142 | $ 70,834 | $ 146,634 | $ (137,057) |
The following table summarize_4
The following table summarizes warrants issued and outstanding as of September 30, 2023: (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Jul. 05, 2022 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 6,184,323 | |
Old Adamis Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 840 | |
Warrant exercise price (in dollars per share) | $ 595 | |
Date issued | Nov. 15, 2007 | |
Warrants expiration date | Nov. 15, 2023 | |
Warrants 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 197,055 | |
Warrant exercise price (in dollars per share) | $ 80.50 | |
Date issued | Aug. 05, 2019 | |
Warrants expiration date | Aug. 05, 2024 | |
Warrants 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 5,000 | |
Warrant exercise price (in dollars per share) | $ 49 | |
Date issued | Feb. 25, 2020 | |
Warrants expiration date | Sep. 03, 2025 | |
Series C Preferred Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 10,714 | |
Warrant exercise price (in dollars per share) | $ 32.90 | $ 32.90 |
Date issued | Jul. 05, 2022 | |
Warrants expiration date | Jan. 05, 2028 | Jan. 05, 2028 |
March 2023 Common Stock Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 685,714 | |
Warrant exercise price (in dollars per share) | $ 9.66 | |
Date issued | Mar. 16, 2023 | |
Warrants expiration date | Sep. 16, 2028 | |
August 2023 Common Stock Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 5,285,000 | |
Warrant exercise price (in dollars per share) | $ 1.35 | |
Date issued | Aug. 04, 2023 | |
Warrants expiration date | Aug. 04, 2028 |
As of September 30, 2023, the C
As of September 30, 2023, the Company has reserved shares of common stock for issuance upon exercise of outstanding options, warrants including all of the warrants in the table above and restricted stock units, as follows: (Details) | Sep. 30, 2023 shares |
Class of Stock [Line Items] | |
Number of common stock reserved for future issuance | 8,366,515 |
Series C Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Number of common stock reserved for future issuance | 697,674 |
Series E Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Number of common stock reserved for future issuance | 1,212,000 |
DMK Options assumed by Adamis [Member] | |
Class of Stock [Line Items] | |
Number of common stock reserved for future issuance | 231,490 |
Non Plan Awards [Member] | |
Class of Stock [Line Items] | |
Number of common stock reserved for future issuance | 1,428 |
2009 Equity Incentive Plan [Member] | |
Class of Stock [Line Items] | |
Number of common stock reserved for future issuance | 32,457 |
Restricted Stock Units (RSUs) [Member] | |
Class of Stock [Line Items] | |
Number of common stock reserved for future issuance | 7,143 |
Warrant [Member] | |
Class of Stock [Line Items] | |
Number of common stock reserved for future issuance | 6,184,323 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 01, 2023 | |
Other Commitments [Line Items] | ||||
Maintenance fees | $ 268,000 | $ 804,000 | ||
Impairment of Right-of-Use Assets | 116,934 | |||
Operating Lease [Member] | ||||
Other Commitments [Line Items] | ||||
Monthly rent | $ 32,000 | |||
Impairment of Right-of-Use Assets | $ 116,934 | $ 116,934 |