0001558370-23-005127 | 10-K | XBRL Viewer | Neurobo Pharmaceuticals INC

Year Ended

December 31,

General and administrative

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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 24, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-37809
Entity Registrant Name	NeuroBo Pharmaceuticals, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-2389984
Entity Address, Address Line One	200 Berkeley Street, Office 19th Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02116
City Area Code	857
Local Phone Number	702-9600
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	NRBO
Security Exchange Name	NASDAQ
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 7.0
Entity Common Stock, Shares Outstanding		27,176,685
Auditor Firm ID	243
Auditor Name	BDO USA, LLP
Auditor Location	Boston Massachusetts
Entity Central Index Key	0001638287
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 33,364	$ 16,387
Prepaid expenses	168	197
Total current assets	33,532	16,584
Right-of-use assets and other		105
Property and equipment, net	2	110
Total assets	33,534	16,799
Current liabilities:
Accounts payable	708	830
Accrued liabilities	280	1,301
Warrant liability, short-term	10,796
Lease liability, short-term		26
Total current liabilities	11,784	2,157
Lease liability, long-term		45
Total liabilities	11,784	2,202
Commitments and contingencies (Note 5)
Stockholders' equity
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized as of December 31, 2022 and December 31, 2021; no shares issued or outstanding as of December 31, 2022 and December 31, 2021.
Common stock, $0.001 par value per share, 100,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 25,436,019 and 888,693 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively.	25	1
Additional paid-in capital	117,520	96,420
Accumulated other comprehensive income		4
Accumulated deficit	(95,795)	(81,828)
Total stockholders' equity	21,750	14,597
Total liabilities and stockholders' equity	$ 33,534	$ 16,799

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Common stock, par value (in dollar per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	25,436,019	25,436,019
Common stock, shares outstanding	888,693	888,693
Series A Preferred stock
Preferred stock, stated value (in dollar per share)	$ 10,000
Series B Preferred stock
Preferred stock, stated value (in dollar per share)	3.00
Undesignated Preferred stock
Preferred stock, par value (in dollar per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development	$ 2,778	$ 6,546
Acquired in-process research and development	8,210
General and administrative	8,640	8,752
Total operating expenses	19,628	15,298
Loss from operations	(19,628)	(15,298)
Other income (expense)
Interest income		14
Financing expense	(2,191)
Change in fair value of warrant liability	(7,935)
Other expense	(83)
Total other income	5,661	14
Loss before income taxes	(13,967)	(15,284)
Provision for income taxes	0
Net loss	(13,967)	(15,284)
Other comprehensive loss, net of tax	(4)	(10)
Comprehensive loss	$ (13,971)	$ (15,294)
Loss per share:
Net loss per share, basic	$ (5.43)	$ (19.81)
Net loss per share, diluted	$ (5.43)	$ (19.81)
Weighted average shares of common stock outstanding:
Basic	2,573,624	771,422
Diluted	2,573,624	771,422

Consolidated Statements of Preferred Stock and Stockholders Equity - USD ($) $ in Thousands	Series A Preferred stock Preferred Stock PIPE and license	Series A Preferred stock Preferred Stock	Series A Preferred stock Common Stock	Series A Preferred stock Additional Paid-in Capital	Series A Preferred stock	Series B Preferred stock Preferred Stock IPO	Series B Preferred stock Preferred Stock	Series B Preferred stock Common Stock	Common Stock IPO	Common Stock	Additional Paid-in Capital IPO	Additional Paid-in Capital	Accumulated Comprehensive Income	Accumulated Deficit	IPO	Total
Balance at beginning of period at Dec. 31, 2020										$ 1		$ 73,732	$ 14	$ (66,544)		$ 7,203
Balance at beginning of period (shares) at Dec. 31, 2020										655,662
Increase (Decrease) in Stockholders' Equity
Issuance of common stock and warrants in connection with public offering												24,000				24,000
Issuance of common stock and warrants in connection with public offering (in shares)										226,935
Transaction costs												2,089				2,089
Stock-based compensation												662				662
Issuance of stock from exercise of warrants												115				115
Issuance of stock from exercise of warrants (in shares)										6,096
Foreign currency translation adjustment													(10)			(10)
Net loss														(15,284)		(15,284)
Balance at end of period at Dec. 31, 2021										$ 1		96,420	4	(81,828)		14,597
Balance at end of period (shares) at Dec. 31, 2021										888,693
Increase (Decrease) in Stockholders' Equity
Issuance of common stock	$ 10,630					$ 3			$ 3		$ 5,528				$ 5,534
Issuance of common stock (in shares)	3,700					2,602,997			3,147,003
Conversion of preferred stock to common stock		$ 9,671					$ 3
Conversion of preferred stock to common stock (in shares)		3,700					2,602,997
Conversion of preferred stock to common stock			$ 12	$ 9,659	$ 9,671			$ 3
Conversion of preferred stock to common stock (in shares)			12,333,333					2,602,997
Transaction costs		$ 959										499				499
Stock-based compensation												854				854
Issuance of stock from exercise of warrants										$ 6		5,558				5,564
Issuance of stock from exercise of warrants (in shares)										6,463,993
Foreign currency translation adjustment													$ (4)			(4)
Net loss														(13,967)		(13,967)
Balance at end of period at Dec. 31, 2022										$ 25		$ 117,520		$ (95,795)		$ 21,750
Balance at end of period (shares) at Dec. 31, 2022										25,436,019

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Net loss	$ (13,967)	$ (15,284)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	854	662
Non-cash lease expense	8	24
Depreciation	20	48
Loss on sale of property and equipment	75
Acquired in-process research and development	8,210
Transaction costs allocated to issuance of warrants	2,191
Change in fair value of warrant liability	(7,935)
Change in operating assets and liabilities:
Prepaid expenses and other assets	64	396
Accounts payable	(202)	(1,162)
Accrued and other liabilities	(1,030)	182
Net cash used in operating activities	(11,712)	(15,134)
Investing activities
Transaction costs in connection with asset acquisitions		(583)
Purchases of property and equipment		(3)
Sale of property and equipment	8
Net cash provided by (used in) investing activities	8	(586)
Financing activities
Proceeds from issuance of common shares, preferred shares and warrants	32,250	24,000
Payment of issuance costs	(3,569)	(2,089)
Exercise of stock options		115
Net cash provided by financing activities	28,681	22,026
Net increase in cash	16,977	6,306
Net foreign exchange difference		(8)
Cash at beginning of period	16,387	10,089
Cash at end of period	33,364	16,387
Supplemental non-cash investing and financing transactions:
Modification of right-of-use asset and associated lease liability	62
Unpaid issuance costs	80
Reclass of warrant liabilities upon exercise of warrants	$ 5,564	$ 115

The Company and Basis of Presentation

12 Months Ended

Dec. 31, 2022

The Company and Basis of Presentation

The Company and Basis of Presentation

1. The Company and Basis of Presentation

NeuroBo Pharmaceuticals, Inc. (together with its subsidiaries, the “Company” or “NeuroBo”), is a clinical-stage biotechnology company with two primary programs focused on treatment of nonalcoholic steatohepatitis (“NASH”) obesity, and type 2 diabetes (“T2D”):

●

DA-1241 is a novel G-Protein-Coupled Receptor 119 (GPR119) agonist with development optionality as a standalone and/or combination therapy for both NASH and T2D. We intend to initiate a Phase 2a study with the goal of establishing efficacy of DA-1241 in NASH and T2D.

●

DA-1726 is a novel oxyntomodulin (“OXM”) analogue functioning as a GLP1R/GCGR dual agonist for the treatment of NASH and obesity, that is to be administered once weekly subcutaneously. DA-1726 as a dual agonist of GLP-1 receptors (“GLP1R”) and glucagon receptors (“GCGR”), leading to weight loss through reduced appetite and increased energy expenditure. We intend to advance DA-1726 through Investigational New Drug application and initiation of human clinical trials.

The Company had previously focused its efforts on four therapeutic programs: ANA001, NB-01, NB-02 and gemcabene.

The Company’s operations have consisted principally of performing research and development activities, clinical development and raising capital. The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding before sustainable revenues and profit from operations are achieved.

Basis of presentation and consolidation principles

The accompanying financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

The consolidated financial statements of the Company include a South Korean subsidiary, NeuroBo Co., Ltd., which is fully owned by the Company. All significant intercompany accounts and transactions have been eliminated in the preparation of the financial statements.

Reverse Stock Split

The Company’s Board of Directors approved a one-for-thirty reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on September 12, 2022.

All issued and outstanding common stock and per share amounts contained in the consolidated financial statements have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of common stock. A proportionate adjustment was also made to the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans to reflect the Reverse Stock Split. Any fraction of a share of common stock that was created as a result of the Reverse Stock Split was rounded down to the next whole share and the stockholder received cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company’s common stock as reported on Nasdaq on the last trading day before the Reverse Stock Split becomes effective (on a split-adjusted basis). The authorized shares and par value per share of the common stock and preferred stock were not adjusted as a result of the Reverse Stock Split.

Liquidity

From its inception through December 31, 2022, the Company has devoted substantially all of its efforts to drug discovery and development and conducting clinical trials. The Company has a limited operating history and the sales and income potential of the Company's business and market are unproven. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company's cost structure. The Company has experienced net losses and negative cash flows from operating activities since its inception and had an accumulated deficit of $95.8 million as of December 31, 2022. These conditions previously raised substantial doubt about the Company's ability to continue as a going concern.

To date, the Company has raised capital principally through private placements and public offerings of convertible preferred stock, common stock and warrants The Company will need to continue to raise a substantial amount of funds until it is able to generate revenues to fund its development activities.

As of December 31, 2022, the Company had $33.4 million in cash. The Company believes that its existing cash will be sufficient to fund its operations for at least the next 12 months from the date these financial statements are issued. The Company will need to continue to raise additional funds until it is able to generate sufficient revenues to fund its development activities. The Company’s future operating activities, coupled with its plans to raise capital or issue debt financing, may provide additional liquidity in the future, however these actions are not solely within the control of the Company and the Company is unable to predict the ultimate outcome of these actions to generate the liquidity ultimately required.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company's consolidated financial statements relate to accrued expenses and the fair value of stock-based compensation and warrant issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.

Concentrations

Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is principally held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of December 31, 2022, the Company had deposits in excess of federally insured amounts by $32.9 million.

Supplier Risk

On September 14, 2022, the Company entered into an exclusive license agreement (the “2022 License Agreement”) with Dong-A ST Co., Ltd. (“Dong-A”), which requires Dong-A to be the sole manufacturer for the production of DA-1241 and DA-1726. If any issues arise in the manufacturing and the Company is unable to arrange for alternative third-party manufacturing sources, or unable to find an alternative third party capable of reproducing the existing manufacturing method or unable to do so on commercially reasonable terms or in a timely manner, the Company may not be able to complete development of DA-1241 or DA-1726.

Fair Value of Financial Instruments

The Company’s financial instruments principally include cash, prepaid expenses, right of use assets, accounts payable, accrued liabilities, lease liabilities and warrant liabilities. The carrying amounts of cash, prepaid expenses and other current assets, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items. See Note 10 - Fair Value Measurements.

Warrant Liabilities

The Company accounts for its warrants as liabilities at fair value if equity accounting treatment is precluded due to provisions existing within the warrant agreements. The change in fair value of the warrant liabilities are recognized as a fair value change in warrant liabilities in the consolidated statements of operations and comprehensive loss and as an operating item in the statement of cash flows. Additionally, issuance costs associated with warrants initially classified as liabilities are expensed as incurred and reflected as financing costs in the accompanying consolidated statements of operations and comprehensive loss.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related costs, including salaries and stock-based compensation costs, for personnel in functions not directly associated with research and development activities. Other significant costs include legal fees related to intellectual property and corporate matters and professional fees for accounting and other services.

Research and Development Costs

Research and development costs are charged to expense as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development.

Acquired In-Process Research and Development

The Company includes costs to acquire or in-license product candidates in acquired in-process research and development expenses (“IPR&D”). When the Company acquires the right to develop and commercialize a new product candidate, any up-front payments, or any future milestone payments that relate to the acquisition or licensing of such a right are immediately expensed as acquired in-process research and development in the period in which they are incurred. These costs are immediately expensed provided that the payments do not also represent processes or activities that would constitute a “business” as defined under GAAP, or provided that the product candidate has not achieved regulatory approval for marketing and absent obtaining such approval, has no alternative future use. Royalties owed on future sales of any licensed product will be expensed in the period the related revenues are recognized.

Income Taxes

The Company utilizes the liability method of accounting for income taxes as required by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Currently, there is no provision for income taxes, as the Company has incurred operating losses to date, and a full valuation allowance has been provided on the net deferred tax assets.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation — Stock Compensation (“ASC 718”). Accordingly, compensation costs related to equity instruments granted are recognized at the grant-date fair value. The Company records forfeitures when they occur. Stock-based compensation arrangements to non-employees are accounted for in accordance with the applicable provisions of ASC 718 using a grant date fair value approach.

Leases

The Company accounts for leases under Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company assesses its contracts at inception to determine whether the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time. The Company has recognized right-of-use assets and lease liabilities that represent the net present value of future operating lease payments utilizing a discount rate corresponding to the Company’s incremental borrowing rate and amortized over the remaining terms of the leases. For operating leases of a short-term nature, i.e., those with a term of less than twelve months, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term.

Property and Equipment

Property and equipment is recorded at cost and reduced by accumulated depreciation. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful life for property and equipment ranges from three to five years. Tangible assets acquired for research and development activities and that have an alternative use are capitalized over the useful life of the acquired asset. Estimated useful lives are periodically reviewed, and when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Maintenance and repairs are charged directly to expense as incurred.

Foreign Currency Translation

The foreign subsidiary uses the South Korean Won (KRW) as its functional currency. The Company translates the assets and liabilities of its foreign operation into U.S. dollars based on the rates of exchange in effect as of the transaction date. The resulting adjustments from the translation process are included in accumulated other comprehensive (loss) income in the accompanying consolidated balance sheets.

Certain transactions of the Company are settled in foreign currency and are thus translated to U.S. dollars at the rate of exchange in effect at the end of each month. Gains and losses resulting from the translation are included in other income or expense in the accompanying consolidated statements of operations and comprehensive loss.

Patent Costs

Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income or loss. Comprehensive loss includes net loss as well as other changes in stockholders' equity that result from transactions and economic events other than those with stockholders. Comprehensive loss currently consists of net loss and changes in foreign currency translation adjustments.

Segment Information

Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is principally the business of development and commercialization of therapeutics.

Recent Accounting Pronouncements Adopted

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for calendar year 2023 for smaller reporting companies. The Company adopted this new guidance on January 1, 2023, and the adoption did not have a material impact on the Company's consolidated financial statements.

Balance Sheet Detail

12 Months Ended

Dec. 31, 2022

Balance Sheet Detail

Balance Sheet Detail

3. Balance Sheet Detail

Property and Equipment

Property and equipment consist of the following:



	December 31		December 31,
	2022		2021
Research and development equipment	$	-	$	158
Office equipment		30		63
Total property and equipment		30		221
Less accumulated depreciation		(28)		(111)
Property and equipment, net	$	2	$	110

Accrued liabilities

Accrued liabilities consist of the following:


	December 31,		December 31,
	2022		2021
External research and development expenses	$	109	$	854
Payroll related		100		376
Professional services		23		59
Other		48		12
Total	$	280	$	1,301

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

4. Commitments and Contingencies

Operating Leases

Boston Leases

Effective August 1, 2021, the Company entered into a non-cancelable operating lease for its corporate headquarters located in Boston Massachusetts. This agreement had a six month term, and rental costs of approximately $3 per month prior to the application of certain rent concessions granted by the landlord in the amount of approximately $2 over the term of the lease. In December 2021, the Company signed an amendment to its corporate headquarters lease to extend the term until March 31, 2022 for rental costs of approximately $1 per month. In February 2022, April 2022, August, 2022 and December, 2022 the Company signed amendments to extend the lease term until June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023, respectively.

Prior to February 1, 2021, a non-cancelable operating lease was in effect as of February 1, 2020 which had a one-year term and rental costs of $21 per month prior to the application of certain rent concessions granted by the landlord in the amount of $32. Effective February 1, 2021, the Company was party to a non-cancelable operating lease for its corporate headquarters which had a six month term, and rental costs of approximately $3 per month prior to the application of certain rent concessions granted by the landlord in the amount of approximately $1 over the term of the lease.

No assets and liabilities were recognized for the corporate headquarters leases at December 31, 2022 and 2021. Due to the short-term nature of the leases, the Company recognized lease payments as an expense on a straight-line basis over the remaining lease term. For the years ended December 31, 2022 and 2021, expense under the corporate headquarters leases in the aggregate was $16 and $48, respectively.

Lease in Korea:

In May 2019, the Company entered into an operating lease for its new facility in Korea (the “Korea Lease”). The initial lease term was five years with an option to renew for an additional five-year term. The lease commenced on July 2, 2019 and was to expire on July 1, 2024. On April 19, 2022, the Company terminated its Korea Lease effective April 30, 2022, at which time, the Company’s unamortized right-of-use asset and lease liabilities were fully amortized and extinguished with no gain or loss.

The operating lease was subject to a deposit, base rent payments and additional charges for utilities and other common costs. For the years ended December 31, 2022 and 2021, the Company recorded non-cash expense of $8 and $24, respectively, related to the Korea Lease. During the year ended December 31, 2022 and 2021, the Company made cash payments of $11 and $32, for amounts included in the measurement of lease liabilities.

License Agreement with Dong-A ST

On September 14, 2022, the Company and Dong-A, a related party, and greater than 5% shareholder, entered into the 2022 License Agreement, pursuant to which, subject to the conditions set forth therein, the Company ultimately received an exclusive global license (other than in the Republic of Korea) to two proprietary compounds for specified indications. The 2022 License Agreement covers the rights to DA-1241 for treatment of NASH and DA-1726 for treatment of obesity and NASH. Under the 2022 License Agreement, Dong-A will be eligible to receive (i) regulatory milestone payments of up to $178 million for DA-1726 and $138 million for DA-1241, dependent upon the achievement of specific regulatory developments; (ii) commercial-based milestone payments, dependent upon the achievement of specific commercial developments; and (iii) single digit royalties on net sales received by the Company from the commercial sale of products covering DA-1241 or DA-1726. See Note 5, 2022 License Agreement.

As of December 31, 2022, no milestone or royalty payments had been accrued as there were no potential milestones yet considered probable.

Gemphire Contingent Value Rights Agreement

On December 30, 2019, the Company was party to a definitive merger agreement (the “2019 Merger”) with Gemphire Therapeutics, Inc. (“Gemphire”). In connection with the 2019 Merger, Gemphire entered into the Contingent Value Rights Agreement (the “CVR Agreement”) with Grand Rapids Holders’ Representative, LLC, as representative of Gemphire’s stockholders prior to the 2019 Merger (the “Holders’ Representative”), and Computershare Inc. and Computershare Trust Company, N.A. as the rights agents (collectively, the “Rights Agent”). Under the CVR Agreement, which NeuroBo assumed in connection with the 2019 Merger, the holders of Gemphire shares at the time of the 2019 Merger (collectively, the “CVR Holders”) were entitled to receive 80% of the proceeds from the grant, sale, or transfer of rights to Gemcabene.

On March 23, 2021, NeuroBo, the Holders’ Representative, and the Rights Agent entered into the First Amendment to Contingent Value Rights Agreement (the “CVR Amendment”) to amend the CVR Agreement. Pursuant to the CVR Amendment, (i) the CVR Holders will continue to have the right to receive 80% of the proceeds from the grant, sale, or transfer of rights to Gemcabene as a treatment for cardiovascular conditions and (ii) the CVR Holders will now also receive 10% of the proceeds from the grant, sale, or transfer of rights to Gemcabene as a treatment for any indication outside of treating cardiometabolic diseases.

As of the December 31, 2022 and 2021, no milestones had been accrued as there were no potential payments under the CVR Agreement or the CVR Amendment that were yet considered probable.

Pfizer License Agreement

Upon the close of the 2019 Merger, the exclusive license agreement with Pfizer Inc. (“Pfizer”) for the clinical product candidate Gemcabene (the “Pfizer Agreement”) was assumed by the Company. Under the Pfizer Agreement, in exchange for this worldwide exclusive right and license to certain patent rights to make, use, sell, offer for sale and import the clinical product Gemcabene, the Company has agreed to certain milestone and royalty payments on future sales.

The Company agreed to make milestone payments totaling up to $37 million upon the achievement of certain milestones, including the first new drug application (or its foreign equivalent) in any country, regulatory approval in each of the United States, Europe and Japan, the first anniversary of the first regulatory approval in any country, and upon achieving certain aggregate sales levels of Gemcabene. Future milestone payments under the Pfizer Agreement, if any, are not expected to begin for at least several years and extend over a number of subsequent years.

The Company also agreed to pay Pfizer tiered royalties on a country-by-country basis based upon the annual amount of net sales, as specified in the Pfizer Agreement, until the later of: (a) five (5) years after the first commercial sale in such country; (b) the expiration of all regulatory or data exclusivity for Gemcabene in such country; and (c) the expiration or abandonment of the last valid claim of the licensed patents, including any patent term extensions or supplemental protection certificates in such country (collectively, the Royalty Term). Under the Pfizer Agreement, the Company is obligated to use commercially reasonable efforts to develop and commercialize Gemcabene.

The Pfizer Agreement will expire upon expiration of the Royalty Term. On expiration (but not earlier termination), the Company will have a perpetual, exclusive, fully paid-up, royalty-free license under the licensed patent rights and related data to make, use, develop, commercialize, import and otherwise exploit the clinical product candidate Gemcabene. Either party may terminate the Pfizer Agreement for the other party’s material breach following a cure period or immediately upon certain insolvency events relating to the other party. Pfizer may immediately terminate the Pfizer Agreement in the event that (i) the Company or any of its affiliates or sublicenses contests or challenges, or supports or assists any third party to contest or challenge, Pfizer’s ownership of or rights in, or the validity, enforceability or scope of any of the patents licensed under the Pfizer Agreement or (ii) the Company or any of its affiliates or sublicensees fails to achieve the first commercial sale in at least one country by April 16, 2024.

Furthermore, upon termination of the Pfizer Agreement by Pfizer for any of the foregoing reasons, the Company grants Pfizer a non-exclusive, fully paid-up, royalty free, worldwide, transferrable, perpetual and irrevocable license to use any

intellectual property rights arising from the development or commercialization of Gemcabene by the Company and any trademarks identifying Gemcabene and agrees to transfer regulatory filings and approvals to Pfizer or permit Pfizer to cross-reference and rely on such regulatory filings and approvals for Gemcabene. The Company may terminate the Pfizer Agreement for convenience upon 90 days’ written notice and payment of an early termination fee of $3.0 million.

As of December 31, 2022 and 2021, there was sufficient uncertainty with regard to both the outcome of the clinical trials and the ability to obtain sufficient funding to support any of the cash milestone payments under the license agreement, and as such, no liabilities were recorded related to the Pfizer Agreement.

ANA Merger Milestone Payments

On December 31, 2020, the Company acquired 100% of ANA Therapeutics, Inc., a Delaware corporation (“ANA”), pursuant to an Agreement and Plan of Merger, dated December 31, 2020 (the “2020 Merger Agreement” or “2020 Merger”). Pursuant to the 2020 Merger Agreement, following the closing of the 2020 Merger, the Company is obligated to pay milestone payments (each, a “Milestone Payment”) to certain persons identified in the 2020 Merger Agreement (each a “Stakeholder” and collectively, the “Stakeholders”) in the form, time and manner as set forth in the 2020 Merger Agreement, upon the achievement of the following milestone events set forth below by the Company or any of its affiliates (each, a “Milestone Event”):


Milestone Event				Milestone Payment
First receipt of Marketing Approval (as defined in the 2020 Merger Agreement) from the FDA for any Niclosamide Product (as defined in the 2020 Merger Agreement)		$		45.0 million
Sales Milestones:
Milestone Event – Worldwide Cumulative Net Sales of a Niclosamide Product
equal to or greater than:				Milestone Payment
$500 million			$	9.0 million
$1 billion	$			13.5 million
$3 billion	$			36.0 million
$5 billion	$			72.0 million

Additionally, pursuant to the 2020 Merger Agreement, the Company is obligated to pay a royalty of two and a half percent (2.5%) of annual worldwide net sales of each Niclosamide Product (as defined in the Merger Agreement) (each such payment, a “Royalty Payment”) to the Stakeholders in the form, time and manner as set forth in the 2020 Merger Agreement, following the first commercial sale of each Niclosamide Product (as defined in the 2020 Merger Agreement) on a country-by-country and Niclosamide Product-by-Niclosamide Product basis.

As of the December 31, 2022 and 2021, no Royalty Payments had been accrued as there were no potential milestones yet considered probable.

YourChoice License Agreement

In connection with the 2020 Merger, the Company assumed the license agreement between ANA and Your Choice Therapeutics, Inc. (the “YourChoice Agreement”). Prior to the 2020 Merger, YourChoice Therapeutics, Inc. granted to ANA, during the term of the YourChoice Agreement, an exclusive, worldwide, fee-bearing license derived from the licensed intellectual property throughout the world. The fees due under the YourChoice Agreement include royalty payments of 0.5% of annual worldwide net sales of each Niclosamide Product (as defined in the 2020 Merger Agreement) and milestone payments in the aggregate of $19.5 million. The first milestone payment due is $5 million upon first receipt of Marketing Approval (as defined in the 2020 Merger Agreement) for the FDA for any Nicolsamide Product (as defined by the 2020 Merger Agreement), followed by sales milestones of $1 million, $1.5 million, $4 million, and $8 million if worldwide cumulative net sales of a Nicolsamide Product are equal or greater than $500 million, $1 billion, $3 billion, and $5 billion, respectively. The term of the YourChoice Agreement will expire on the

expiration or invalidation of the last of the licensed patents under the YourChoice Agreement. As of December 31 2022 and 2021, there was sufficient uncertainty with regard to both the outcome of the clinical trials and the ability to obtain sufficient funding to support any of the cash milestone payments under the YourChoice Agreement, and as such, no liabilities were recorded related to the YourChoice Agreement.

Contingencies

From time to time, the Company may be subject to various claims and suits arising in the ordinary course of business. The Company does not expect that the resolution of these matters will have a material adverse effect on its financial position or results of operations.

Dong-A ST License Agreement

12 Months Ended

Dec. 31, 2022

Dong-A ST License Agreement.

Dong-A ST License Agreement.

5. Dong-A License Agreement

On September 14, 2022, the Company and Dong-A entered into the 2022 License Agreement, pursuant to which, the Company received an exclusive global license (except for the territory of the Republic of Korea and certain other jurisdictions) to two proprietary compounds for specified indications upon meeting certain financing milestones. The 2022 License Agreement covers the rights to DA-1241 for treatment of NASH and DA-1726 for treatment of obesity and NASH. The 2022 License Agreement also provides that the Company may develop DA-1241 for the treatment of T2D. Under the terms of the 2022 License Agreement, (i), the Company agreed to pay Dong-A an upfront payment to be settled with 2,200 shares of a new series of preferred stock designated as “Series A Convertible Preferred Stock”, par value $0.001 per share (the “Series A Preferred Stock”), upon completion of a financing (see Note 7 – Stockholder’s Equity). The Series A Preferred Stock issued in connection with the 2022 License Agreement was recorded as IPR&D expense in the amount of $8.2 million based on the fair market value of the Series A Preferred Stock. The 2022 License Agreement did not include any processes or activities constituting a “business” were acquired and since none of the rights underlying the Dong-A License Agreement had alternative future uses or had reached a stage of technological feasibility.

The term of the 2022 License Agreement continues on a product-by-product and country-by country basis until the later of (i) the fifth anniversary of the first commercial sale of such product in such country, (ii) the expiration or termination of the last valid patent claim that covers a product in such country and (iii) the loss of regulatory exclusivity for such product in such jurisdiction. Either Dong-A or the Company may terminate the 2022 License Agreement (i) if the other party is in material breach of the agreement and has not cured or started to cure the breach within 60 days of notice of such breach; provided that if the breach cannot be cured within the 60-day period and the breaching party started to remedy the breach, if such breach is not cured within 90 days of receipt of written notice, (ii) if the other party is subject to a bankruptcy or insolvency event (subject to a 30-day cure period in the case of a petition for bankruptcy), or (iii) in the event the Company had failed to complete the public offering as further described in Note 7 -Stockholders’ Equity by December 31, 2022 (or January 31, 2023 under specified circumstances set forth in the 2022 License Agreement).

None of the milestone or royalty payments under the 2022 License Agreement were triggered as of December 31, 2022.

Shared Services Agreement

On September 14, 2022, in conjunction with the Dong-A License Agreement, the Company entered into a shared services agreement with Dong-A (the “Shared Services Agreement”). The Shared Services Agreement provides that Dong-A may provide technical support, pre-clinical development, and clinical trial support services on terms and conditions acceptable to both parties. In addition, the Shared Services Agreement provides that Dong-A will manufacture all of the Company’s clinical requirements of DA-1241 and DA-1726.

Either party may terminate the Shared Services Agreement for the other party’s material breach that is not cured within 30 days of notice. Dong-A may also terminate the Shared Services Agreement in part on a service-by-service or product-by-product basis upon a breach by the Company which is not cured within 30 days.

As of December 31, 2022, the Company did not incur any research and development expenses under the Shared Services Agreement.

Beijing SL License Agreement

12 Months Ended

Dec. 31, 2022

License and Collaboration Agreement

License and Collaboration Agreement

6. Beijing SL License Agreement

Beijing SL License and Collaboration Agreement

Upon the close of the 2019 Merger, the License and Collaboration Agreement (the “Beijing SL Agreement”) with Beijing SL Pharmaceutical Co., Ltd. (“Beijing SL”)(the “Beijing SL Agreement”) was assumed by the Company, pursuant to which the Company granted Beijing SL an exclusive royalty-bearing license to research, develop, manufacture and commercialize pharmaceutical products comprising, as an active ingredient, Gemcabene in mainland China, Hong Kong, Macau and Taiwan (each, a “region”, and collectively, the “Territory”). The terms of the Beijing SL Agreement include payments based upon achievement of milestones and royalties on net product sales. Under the Beijing SL Agreement, the Company has variable consideration in the form of milestone payments. As of December 31, 2022, no revenue under the Beijing SL Agreement has been recognized.

Under the terms of the Beijing SL Agreement, Beijing SL will be responsible, at its expense, for developing and commercializing products containing Gemcabene (each, a “Licensed Product”) in the Territory, with certain assistance from the Company. To the extent mutually agreed to in writing, the Company and Beijing SL will collaborate on the Phase 3 clinical trial for homozygous familial hypercholesterolemia or other clinical trials with the Company as the sponsor designed to enroll patients both inside and outside the Territory (a “Global Study”), but Beijing SL will be responsible, at its expense, for the conduct of any Global Study to the extent solely in the Territory, subject to the Company’s final decision making authority, and the Company will be responsible, at its expense, for the conduct of any Global Study to the extent solely outside of the Territory. Under a territory development plan, the parties shall develop Licensed Products with respect to the Territory. Beijing SL will be responsible for development activities, including non-clinical and clinical studies directed at obtaining regulatory approval of the Licensed Product in the Territory. Beijing SL has agreed to use commercially reasonable efforts to commercialize the Licensed Products for each indication that receives regulatory approval in the Territory and shall prepare and present a commercialization plan that shall be subject to approval by the joint steering committee.

Pursuant to the Beijing SL Agreement, Beijing SL was to make a non-refundable upfront gross payment of $2.5 million to the Company within 45 days of the effective date of the Beijing SL Agreement; the upfront payment was received in October 2019 and such funds were fully expended prior to the close of 2019 Merger. Additionally, with respect to each Licensed Product, the Company is eligible to receive (i) payments for specified developmental and regulatory milestones (including submission of a new drug application to China’s National Medical Product Administration, dosing of the first patient in a phase 3 clinical trial in mainland China and regulatory approval for the first and each additional indication of a Licensed Product in the Territory) totaling up to $6 million in the aggregate and (ii) payments for specified global net sales milestones of up to $20 million in the aggregate multiplied by the ratio of the net sales of a Licensed Product sold by Beijing SL in the Territory divided by the global net sales of a Licensed Product, which net sales milestone payments are payable once, upon the first achievement of such milestone.

Beijing SL is also obligated to pay the Company tiered royalties ranging from the mid-teens to twenty percent on the net sales of all Licensed Products in the Territory until the latest of (a) the date on which any applicable regulatory exclusivity with respect to such Licensed Product expires in such region, (b) the expiration or abandonment of the last valid patent claim or joint patent claim covering such Licensed Product in each region and (c) the fifth anniversary of the first commercial sale of such Licensed Product in such region (the “Royalty Term”). Future milestone payments under the Beijing SL Agreement, if any, are not expected to begin for at least one year and will extend over a number of subsequent years. The Company cannot determine the date on which Beijing SL’s potential royalty payment obligations to the Company would expire because Beijing SL has not yet developed any Licensed Products under the Beijing SL Agreement and therefore the Company cannot at this time identify the date of the first commercial sale or the periods of any regulatory exclusivity or patent claims with respect to any Licensed Product.

On a Licensed Product-by-Licensed Product and region-by-region basis upon the expiration of the Royalty Term, the license granted to Beijing SL shall be deemed perpetual, fully paid-up and royalty free with respect to such Licensed Product in such region. Either party may terminate the Agreement (x) with written notice in the event of the other party’s material breach following a cure period or (y) if the other party becomes subject to certain insolvency proceedings. In

addition, the Company may terminate the agreement in its entirety if Beijing SL or its affiliates or sublicensees commence a proceeding challenging the validity, enforceability or scope of any of the Company’s patents.

To the extent rights granted to Beijing SL under the Beijing SL Agreement are controlled by the Company pursuant to the Pfizer Agreement, such rights are subject to the terms and conditions of such agreement with Pfizer, and Beijing SL has agreed to comply with such terms and conditions.

The Beijing SL Agreement contemplates that Beijing SL and the Company shall, no later than twelve months prior to the anticipated date of the first commercial sale of a Licensed Product, if any, negotiate in good faith and execute a commercial supply agreement, pursuant to which Beijing SL shall purchase from the Company, and the Company shall use commercially reasonable efforts to supply, Gemcabene or Licensed Product for clinical or commercial purposes, as applicable, until manufacturing and regulatory transfers are complete.

Each of the Company and Beijing SL has agreed to indemnify the other party against certain losses and expenses relating to the development or commercialization of a Licensed Product by the indemnifying party, the negligence or willful misconduct of the indemnifying party or its directors, officers, employees or agents or a breach of the indemnifying party’s representations, warranties or covenants.

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Stockholders' Equity

7. Stockholders’ Equity

Common Stock

The voting, dividend, and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock when outstanding. The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Common stockholders are entitled to receive dividends at the sole discretion of the board of directors of the Company. There have been no dividends declared on common stock to date as of December 31, 2022. In the event of any liquidation, dissolution, or winding-up of the Company, the holders of common stock shall be entitled to share in the remaining assets of the Company available for distribution post preferential distributions made to holders of the Company’s preferred stock.

Preferred Stock

The rights of the Series A Preferred Stock and Series B Preferred Stock (as defined further below), collectively, the “Preferred Stock”, while outstanding were as follows:

Dividends. Holders of the Preferred Stock were entitled to receive dividends on shares of the Preferred Stock equal (on an as-if-converted-to common-stock basis) to the amount paid on shares of the common stock.

Voting Rights. The Preferred Stock had no voting rights. However, as long as any shares of Preferred Stock were outstanding, the Company could not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or amend its Certificate of Designation, (b) amend other charter documents in any manner that could have adversely affected any rights of the holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. In addition, the Series A Preferred Stock could have voted on any matter that authorized, created and/or issued any funded indebtedness (other than indebtedness already incurred); sold or transferred, other than in the ordinary course of its business, mortgaged, assigned, pledged, leased, granted a security interest in, or encumbered any of the Company’s assets.

Liquidation. The Preferred Stock while outstanding in the event of a liquidation, dissolution or winding-up of the Company, collectively a “Liquidation”, had the following rights:

Series A Preferred Stock: Upon any Liquidation of the Company, whether voluntary or involuntary, after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of capital stock of the Company ranking senior to the Series A Preferred Stock upon liquidation, but before any distribution or payment out of the assets of the Company shall be made to the holders of any junior

securities, including common stock, an amount in cash per share equal to the amount per share in cash payable to the holder if the shares of Series A Preferred Stock were converted immediately prior to the Liquidation into shares of common stock.

Series B Preferred Stock: Upon any Liquidation of the Company, whether voluntary or involuntary, the holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Series B Preferred Stock were fully converted (disregarding for such purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari passu with all holders of common stock.

Conversion.

Series A Preferred Stock:

●

Automatic Conversion. On the first Trading Day after the Company obtains the stockholder approval, all outstanding shares of the Series A Preferred Stock would, without any further action by holders and whether or not any certificates representing such shares are surrendered to the Company or the Transfer Agent, automatically be converted into such number of shares of common stock as determined by dividing the stated value of $10,000 per share by the conversion price then in effect (the “Automatic Conversion”). The conversion price upon an Automatic Conversion for the Series A Preferred Stock was equal to $3.00 per share.

●

Special Cash Payout Provisions: Unless and until stockholder approval was obtained, the holder did not have the right to acquire shares of common stock issuable upon conversion of the Series A Preferred Stock, and the Company was not required to issue shares of common stock issuable upon conversion of the Series A Preferred Stock in excess of the Share Cap as defined (the "Conversion Restriction"). Notwithstanding the foregoing, if the Automatic Conversion had not occurred by the nine (9)-month anniversary of the original issuance date, the holder would have been entitled to submit a request to the Company for the conversion of all, but not less than all, of holder's shares of Series A Preferred Stock that were subject to the Conversion Restriction that would have exceeded the Share Cap; provided, that, in lieu of the Conversion Shares that would have otherwise been deliverable upon conversion but for the Conversion Restriction, the Company would have instead delivered to such holder for each share of common stock that would have been so otherwise delivered an amount of cash equal to the volume weighted average price (“VWAP”) per share of common stock on the trading day immediately preceding the date such request is made. If the Company failed to make any required cash payment by the required deadline on any share of Series A Preferred Stock, then the holder thereof would have been entitled to receive cumulative cash dividends on each such share at a rate per annum of 5.00% on the stated value ( "Default Cash Dividends''). Default Cash Dividends, if any, would have accumulated on a daily basis.

Series B Preferred Stock

●

Conversions at Option of Holder. Each share of Series B Preferred Stock was convertible, at any time at the option of the holder thereof, into that number of shares of common stock (subject to certain limitations) determined by dividing the stated value of $3.00 per share by the conversion price in effect. The conversion price for the Series B Preferred Stock was equal $3.00 per share.

Fundamental Transaction. If, at any time while shares of the Preferred Stock were outstanding, the Company, directly or indirectly, in one or more related transactions effected any merger or consolidation of the Company, the holder of the Preferred Stock would have had the right to receive, for each conversion share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction as defined, the number of shares of common stock of the successor or acquiring Company or of the Company, if it is the surviving Company, and any additional consideration (the "Alternate Consideration'') receivable as a result of such Fundamental Transaction by a holder of the number of shares of the common stock for which shares of the Preferred Stock would have been

convertible immediately prior to such Fundamental Transaction. If holders of the common stock were given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder of the Preferred Stock would have been given the same choice as to the Alternate Consideration it would have received upon any conversion of shares of the Preferred Stock following such Fundamental Transaction.

2022 Private Placement and Public Offering

On September 14, 2022, the Company entered into a Securities Purchase Agreement with Dong-A (the “Dong-A Securities Purchase Agreement”). Pursuant to the Dong-A Securities Purchase Agreement, Dong-A agreed to purchase from the Company shares of its Series A Preferred Stock and warrants to purchase shares of its common stock, equivalent to those to be issued in the Qualified Financing (as hereafter defined), (collectively, the “Dong-A Financing”) concurrent with and contingent upon a qualified financing resulting in gross proceeds of at least $15 million exclusive of the Dong-A Financing (the “Qualified Financing”).

On November 8, 2022, the Company closed on an underwritten public offering (the “2022 Public Offering”) of units with gross proceeds of approximately $17.3 million. The underwritten public offering was comprised of (1) 3,147,003 Class A Units, priced at a public offering price of $3.00 per Class A Unit, with each Class A Unit consisting of one share of common stock, a Series A Warrant (the “Series A Warrants”) to purchase one share of common stock for a purchase price of $3.00 per share that expires on the one year anniversary following the initial exercise date and a Series B Warrant (the “Series B Warrants”) to purchase one share of common stock, for a purchase price of $3.00 per share that expires on the five year anniversary following the initial exercise date, and (2) 2,602,997 Class B Units, priced at a public offering price of $3.00 per Class B Unit, with each Class B Unit consisting of one share of Series B convertible preferred stock (the “Series B Preferred Stock”), convertible into one share of common stock, one Series A Warrant and one Series B Warrant. The Series A Warrants and the Series B Warrants, (collectively, the “ Public Warrants”) were to only be exercisable upon stockholder approval, and each Warrant was to be exchangeable for one share of common stock for no additional consideration.

The 2022 Public Offering met the definition of a Qualified Financing as defined by the Dong-A Securities Purchase Agreement; therefore, on November 8, 2022, the license under the Dong-A License Agreement became effective, and the Company issued to Dong-A 2,200 shares of Series A Preferred Stock. In addition, the Company closed on the Dong-A Financing, and issued an additional 1,500 shares of Series A Preferred Stock, 5,000,000 warrants substantially similar to the Series A Warrants and 5,000,000 warrants substantially similar to the Series B Warrants (the “Dong-A Warrants”). The Company received gross proceeds in the amount of $15.0 million in connection with the Dong-A Financing.

The Series A Preferred Stock was initially classified outside of stockholders’ equity due to a contingent redemption feature if stockholder approval of the Series A Preferred Stock had not been secured within nine months from the date of issuance. Stockholder approval was secured on December 22, 2022, at which time, all of the Series A Preferred Stock was automatically converted into 12,333,333 shares of common stock.

The Series B Convertible Preferred Stock was classified in permanent equity upon issuance as there were no other provisions precluding equity treatment. As of December 31, 2022, all of the 2,602,997 shares of the Series B Preferred Stock had been converted into 2,602,997 shares of common stock.

The public Warrants and the Dong-A Warrants (together, the “2022 Warrants”), upon their issuance were not exercisable unless and until stockholder approval was granted as required under Nasdaq rules. The Company accounts for these warrants as a liability at fair value as certain provisions precluded equity accounting treatment for these instruments.

As the 2022 License Agreement and Dong-A Financing were both contingent and based on the terms of a Qualified Financing, the Company combined these two transactions along with the 2022 Public Offering (collectively, the “2022

Transaction”) when allocating gross consideration and issuance costs. The table below lists the aggregate consideration received by the Company in the 2022 Transaction:


	Consideration received		Classification
Dong-A License Agreement	$	8,210	Acquired in-process research and development
Dong-A Financing		15,000	Cash
2022 Public Offering		17,250	Cash

Total	$	40,460

The consideration received was first allocated to the 2022 Warrants at their fair value on the date of issuance. The remainder of the consideration from the 2022 Transaction was allocated to the Series A Preferred Stock and Series B Preferred Stock (collectively the “Preferred Stock”), and to the common stock based on their relative fair values on the date of issuance. Issuance costs in connection with 2022 Transaction in the amount of $3.6 million were allocated to each instrument based on the amount of consideration allocated to each instrument. Issuance costs attributed to the Warrants in the amount of $2.2 million were recorded as financing expense in the accompanying consolidated statements of operations and comprehensive loss. The remainder of the issuance costs were recorded in additional paid-in capital.

The fair value of the Series A Preferred Stock was probability weighted for stockholder approval to convert to common stock. In the approval scenario, the fair value was calculated using the underlying stock price multiplied by the number of common shares to be issued on conversion as adjusted for a 90% probability factor, a volatility rate of 101%, a discount for a lack of marketability of 11%, a risk free rate of 3.7% and a remaining term of 0.1 years. In the non-approval scenario, the fair value was calculated using the underlying share price as adjusted for a 10% probability factor, a volatility rate of 107%, a risk free rate of 4.6% and a remaining term of 0.8 years. A credit risk factor was also used to discount the future value of the Series A Preferred Stock as applicable. The concluded fair value of the Series A Preferred Stock upon issuance was approximately $3,732 per share.

The fair value of the Series B Preferred Stock was equal to the underlying common stock fair value as the shares were readily convertible at the time of issuance on a one-for-one basis.

The fair value of the 2022 Warrants was determined using a Monte Carlo simulation. However, due to the cashless exercise provision of the 2022 Warrants rendering the exercise price effectively at zero, the calculated price per share of the Warrants was equal to that of a share of common stock prior to taking into account the probability factor of stockholder approval factor at 90%. The concluded fair value of the 2022 Warrants was $24.3 million in the aggregate on their issuance date.

October 2021 Registered Direct Offering

On October 1, 2021, the Company entered into a Securities Purchase Agreement (the “October 2021 Securities Purchase Agreement”) with several institutional investors for the purchase and sale in a registered direct offering of 4,307,693 shares of the Company’s common stock, at a purchase price of $3.25 per share for gross proceeds of approximately $14.0 million (the “October 2021 Registered Offering”).

The October 2021 Securities Purchase Agreement also provides for a concurrent private placement of warrants to purchase the Company’s common stock (the “October 2021 Warrants”) with the purchasers in the October 2021 Registered Offering. The October 2021 Warrants will be exercisable for up to an aggregate of 4,307,693 shares of common stock. The October 2021 Warrants will have an exercise price of $3.75 per share, will be exercisable commencing six months from the issuance date (the “Initial Exercise Date”), and will expire three and one-half years following the Initial Exercise Date. The fair value of the 2021 Warrants was $4.1 million and was based on the Black-Scholes pricing model. Input assumptions used were as follows: a risk-free interest rate of 0.5%; expected volatility of 80.0%; expected life of 3.5 years; expected dividend yield of 0%; and the underlying traded stock price. The relative fair value attributable to the stock and warrants was $9.8 million and $4.2 million, respectively. The 2021 Warrants were classified in stockholders’ equity as the number of shares were fixed and determinable, no cash settlement required and no other provisions precluding equity treatment.

Issuance costs in connection with the October 2021 Registered Direct Offering were $1.2 million which included cash commissions equal to $1.0 million and legal and other fees of $0.2 million.

2021 Private Placement

On January 21, 2021, the Company closed on a Securities Purchase Agreement (the “2021 Purchase Agreement”) with certain institutional and accredited investors, pursuant to which the Company, in a private placement (“2021 Private Placement”), agreed to issue and sell an aggregate of 2,500,000 shares of the Company’s common stock at a purchase price of $4.00 per share, and warrants to purchase an aggregate of 2,500,000 shares of the Company’s common stock (the “2021 Warrants”), resulting in total gross proceeds to the Company of $10.0 million, before deducting placement agent fees and offering expenses. The 2021 Warrants have an initial exercise price of $6.03 per share. The 2021 Warrants are exercisable beginning six months following the date of issuance and will expire five and one-half years following such date. The fair value of the 2021 Warrants was $7.5 million and was based on the Black-Scholes pricing model. Input assumptions used were as follows: a risk-free interest rate of 0.5%; expected volatility of 76.0%; expected life of 5.5 years; expected dividend yield of 0%; and the underlying traded stock price. The relative fair value attributable to the stock and warrants was $6.3 million and $3.7 million, respectively. The 2021 Warrants were classified in stockholders’ equity as the number of shares were fixed and determinable, no cash settlement required and no other provisions precluding equity treatment.

Issuance costs in connection with the 2021 Private Placement were $0.9 million which included cash commissions equal to $0.7 million and legal and other fees of $0.2 million.

Warrants

The following warrants were outstanding as of December 31, 2022 and 2021:


	Number of Warrants:
Warrant Issuance	December 31, 2022	December 31, 2021	Exercise Price		Expiration Date
March 2017	-	1,315	$	7,800.00	March 2022
July 2018	48	48	$	5,602.50	July 2028
April 2020	1,252	1,252	$	375.00	April 2025
January 2021	83,338	83,338	$	180.90	July 2026
October 2021	143,597	143,597	$	112.50	April 2025
November 2022 Series A	6,768,837	-	$	0.00	December 2023
November 2022 Series B	8,267,170	-	$	0.00	December 2027
Total	15,264,242	229,550

The warrants outstanding as of December 31, 2022 are all exercisable. In addition, the 2022 Warrants have a cashless exercise provision whereby one warrant can be exchanged for one share of common stock for no additional consideration, which renders the $3.00 per share exercise price to be $0.00. During the year ended December 31, 2022, 3,981,163 Series A Warrants and 2,482,830 Series B Warrants were exchanged for shares of the Company’s common stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Stock-Based Compensation

Stock-Based Compensation

8. Stock-Based Compensation

Stock-based compensation expense was included in general and administrative as follows in the accompanying statements of comprehensive loss:

Stock Options

In December 2019, in connection with the 2019 Merger, the Company assumed a previously adopted stock option plan (the “2018 Plan”) and adopted the 2019 Equity Incentive Plan (the “2019 Plan”). In addition, in November 2021, the Company adopted the 2021 Inducement Plan, and in December 2022, the Company adopted the 2022 Equity Incentive Plan (the “2022 Plan”). The 2018 Plan, 2019 Plan, 2021 Inducement Plan and 2022 Plan provide for the grant of stock options, restricted stock and other equity awards of the Company's common stock to employees, officers, consultants, and directors. On May 11, 2022, the Company terminated the 2018 Plan. As of the date of termination, there were no outstanding awards under the 2018 Plan.

Evergreen provision

Under the 2022 Plan, the shares reserved automatically increase on January 1st of each year, for a period of not more than five years commencing on January 1, 2023 and ending on (and including) January 1, 2027, to an amount equal to the lesser of 5% of the common shares outstanding as of January 1, or a lesser amount as determined by the Board.

On January 1, 2022, 35,549 shares were added to the 2019 Plan as a result of the evergreen provision associated with the 2019 Plan. With the adoption of the 2022 Plan, no additional shares may be added to or grants awarded from the 2019 Plan.

As of December 31, 2022, 5,078,721, 33,333 and 15,938 shares were authorized under the 2022 Plan, the 2021 Inducement Plan, and 2019 Plan, respectively, prior to the issuance of any shares under these plans.

Options expire within a period of not more than ten years from the date of grant. During the years ended December 31, 2022 and 2021, 5,995 and 22,555 stock options were granted, respectively, to employees and directors with service conditions. The options granted with service conditions vest over a period between one year and three years.

The following table summarizes the Company’s stock option plan activity for the years ended December 31, 2022 and 2021 as follows:


				Weighted‑
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise		Contractual	Value
	Options	Price		Term (years)	(in thousands)
Outstanding at January 1, 2021	30,676	$	108.32	8.5	$	—
Granted	22,555	$	67.80	—	$	—
Exercised	(6,096)	$	17.90	—	$	364
Forfeited/Cancelled	(14,637)	$	57.89	—	$	—
Outstanding at December 31, 2021	32,498	$	119.72	9.3	$	—
Granted	5,995	$	17.83	—	$	—
Exercised	-	$	—	—	$	—
Forfeited/Cancelled	(2,000)	$	181.20	—	$	—
Outstanding at December 31, 2022	36,493	$	99.62	8.5	$	-
Vested and expected to vest at December 31, 2022	36,493	$	99.62	8.5	$	-
Options exercisable at December 31, 2022	17,903	$	146.70	8.1	$	-

The weighted average fair value per share of options granted during the year ended December 31, 2022 and 2021 was $12.43 and $43.55, respectively.

The following table summarizes the Company’s unvested stock options as of and for the year ended December 31, 2022:


		Weighted
		Average
	Number of	Grant Date
	Options	Fair Value
Nonvested at January 1, 2022	25,725	$	59.09
Granted	5,995	$	12.43
Vested	(12,018)	$	64.90
Forfeited/Cancelled	(1,112)	$	117.26
Nonvested as of December 31, 2022	18,590	$	36.81

The Company measures the fair value of stock options with service-based and performance-based vesting criteria to employees, consultants and directors on the date of grant using the Black-Scholes option pricing model. The Company does not have history to support a calculation of volatility and expected term. As such, the Company has used a weighted-average volatility considering the volatilities of several guideline companies.

For purposes of identifying similar entities, the Company considered characteristics such as industry, length of trading history, and stage of life cycle. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The average expected life of the options was determined based on the mid-point between the vesting date and the end of the contractual term according to the “simplified method” as described in SEC Staff Accounting Bulletin 110, or the contractual term in cases where the “simplified method” was precluded. The risk-free interest rate is determined by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected life assumed at the date of grant. The Company records forfeitures when they occur.

The assumptions used in the Black-Scholes option-pricing model are as follows:


	Year Ended
	December 31,
	2022			2021

Expected stock price volatility		80.7-85.2	%		79.0-80.4	%
Expected life of options (years)		5.5-5.8			5.8
Expected dividend yield		—	%		—	%
Risk free interest rate		1.72-3.08	%		0.93-1.33	%

During the years ended December 31, 2022 and 2021, 12,018 and 3,164 stock options vested, respectively. The weighted average fair value per share of options vesting during the years ended December 31, 2022 and 2021 was $64.90 and $163.64, respectively During the years ended December 31, 2022 and 2021, 2,000 and 14,637 stock options were forfeited, respectively. During the year ended December 31, 2021, $364 was recognized in income by option holders as a result of stock option exercises. As of December 31, 2022, 5,091,500 shares in the aggregate were available for future issuance under the 2022 Plan and the 2021 Inducement Plan.

Unrecognized stock-based compensation cost for the stock options issued under the 2019 Plan, the 2021 Inducement Plan, and the 2022 Plan was $0.5 million as of December 31, 2022. The unrecognized stock-based expense is expected to be recognized over a weighted average period of 0.8 years.

Net Loss Per Common Share

12 Months Ended

Dec. 31, 2022

Net Loss Per Common Share

Net Loss Per Common Share

9. Net Loss Per Share of Common Stock

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of convertible preferred stock, options outstanding under the Company's stock option plan and warrants during the periods that these instruments are outstanding. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive.

The basic net loss per share calculation includes the 2022 Warrants given that these instruments are exchangeable into common stock for which no additional consideration is required from the holder. The following potential shares of common stock were not considered in the computation of diluted net loss per share as their effect would have been anti-dilutive:


	Year Ended
	December 31
	2022	2021
Stock options	36,493	32,498
Warrants	228,235	229,550

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

10. Fair Value Measurements

The Company follows accounting guidance that emphasizes that fair value is a market-based measurement, not an entity specific measurement. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements are defined on a three level hierarchy:

Level 1 inputs: Unadjusted quoted prices for identical assets or liabilities in active markets;

Level 2 inputs: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, whether directly or indirectly, for substantially the full term of the asset or liability;

Level 3 inputs: Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

There were no financial instruments measured on a recurring basis as of December 31, 2021.

The fair value of financial instruments measured on a recurring basis as of December 31, 2022 are as follows:


	As of December 31, 2022
Description	Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	10,796	$	—	$	—	$	10,796
Total liabilities at Fair Value	$	10,796	$	—	$	—	$	10,796

The fair value of the 2022 Warrants was determined using a Monte Carlo simulation. This valuation technique involves a significant amount of estimation and judgment. In general, the assumptions used in calculating the fair value of the common stock warrant liability represent management’s best estimate, but the estimate involves inherent uncertainties and the application of significant management judgment.

Input assumptions were as follows:


	As of
	December 31,
	2022
Stock Price	$	0.72
Exercise Price		—
Risk free interest rate		3.9-4.6	%
Volatility		94-103	%
Remaining term (years)		1.0-5.0

Due to the cashless exercise provision of the 2022 Warrants rendering the exercise price effectively at zero, the calculated price per share of the 2022 Warrants was equal to that of a share of common stock

The following table provides a roll-forward of the warrant liabilities measured at fair value for the year ended December 31, 2022:


		Year Ended
		December 31
		2022
Balance at beginning of period	$	—
Issuance of 2022 warrants		24,295
Change in fair value of warrant liabilities		(7,935)
Reclass of warrant liabilities upon exercise of warrants		(5,564)
Balance at end of period	$	10,796

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

11. Income Taxes

The effective tax rate for the years ended December 31, 2022 and 2021 was zero percent. A reconciliation of income tax computed at the statutory federal income tax rate to the provision (benefit) for income taxes included in the accompanying consolidated statements of operations and comprehensive loss is as follows:


	For the Year Ended December 31,
	2022		2021
Income tax (benefit) provision at federal statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	7.2		3.5
Valuation allowance	188.6		(26.2)
Research credits	1.2		2.5
Provision to tax return	-		(1.0)
Transaction costs	(3.3)		-
Change in fair value of warrant liabilities	11.9		-
Section 382 limitation adjustment attributes	(225.1)		-
Other	(1.5)		0.2
Effective tax rate	-	%	-	%

Loss before provision for taxes for the years ended December 31, 2022 and 2021 consisted of the following:


	Year Ended December 31,
	2022		2021

Loss before Income taxes:
Domestic	$	(14,559)	$	(14,954)
Foreign		592		(330)
	$	(13,967)	$	(15,284)

The components of income tax provision (benefit) consisted of the following for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022		2021

Tax Provision (Benefit):
Current
Domestic	$	—	$	—
Foreign		—		—
Total current tax provision (benefit)		—		—

Deferred
Domestic		26,183		(3,932)
Foreign		148		(81)
Total deferred tax provision (benefit)		26,331		(4,013)

Change in valuation allowance - Domestic		(26,183)		3,932
Change in valuation allowance - Foreign		(148)		81

Total tax provision (benefit)	$	—	$	—

Significant components of the Company’s deferred tax assets and liabilities are summarized in the tables below as of (in thousands):


	Year Ended December 31,
	2022		2021

Deferred tax assets:
Federal and state operating loss carryforwards	$	370	$	19,904
Foreign operating loss carryforwards		176		324
Acquired intangibles		3,095		1,683
Stock-based compensation		467		276
Lease liability		-		17
Capitalized R&D Costs		278		7,023
Other		16		44
Research and development credit carryforwards		26		1,483
		4,428		30,754
Valuation allowance - Domestic		(4,252)		(30,410)
Valuation allowance - Foreign		(176)		(324)
Total deferred tax assets, net of valuation allowance		-		20

Deferred tax liabilities:
ROU asset		-		(18)
Other		-		(2)
Net deferred tax assets	$	—	$	—

As of December 31, 2022 and 2021, the Company had deferred tax assets of approximately $4.4 million and $30.8 million, respectively. Realization of the deferred tax assets is primarily dependent upon future taxable income, if any, the amount and timing of which are uncertain. The Company has had significant pre-tax losses since its inception. The Company has not yet generated revenues and faces significant challenges to becoming profitable. Accordingly, the deferred tax assets have been fully offset by a valuation allowance of $4.4 million and $30.8 million as of December 31, 2022 and 2021, respectively. U.S. deferred tax assets will continue to require a valuation allowance until the Company can demonstrate their realizability through sustained profitability or another source of income.

As of December 31, 2022 and 2021, the Company’s federal net operating loss carryforwards were approximately $1.5 million and $81.8 million, respectively. The Company had federal research credit carryforwards as of December 31, 2022 and 2021 of approximately $24 thousand and $1.0 million, respectively. The Federal net operating losses were incurred after December 31, 2017 and therefore, will not expire. As of December 31, 2022 and 2021, the Company had state net operating loss carryforwards of approximately $65 thousand and $42.6 million, respectively. The Company had state research credit carryforwards of $2 thousand and $0.6 million as of December 31, 2022 and 2021, respectively. The state net operating loss carryforwards and state research credit carryforwards will begin to expire in 2043, if not utilized. Lastly, the Company had foreign net operating loss carryforwards of approximately $0.7 million and $1.3 million as of December 31, 2022 and 2021, respectively. The foreign net operating loss carryforwards will begin to expire in 2028.

Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more “5-percent shareholders” increase their ownership, in the aggregate, by more than 50 percentage points over a 36-month testing period, or beginning the day after the most recent ownership change, if shorter. The annual limitation may result in the expiration of net operating losses and credits before utilization. As a result of the public stock offering and private placement offering during the fourth quarter of 2022, a Section 382 ownership change occurred with an annual limitation of $0. Because of the 2022 ownership change and corresponding limitation, approximately $99.0 million and $48.5 million of federal and state net operating loss carryforwards, respectively, were written off, with a corresponding offset to the Company's full valuation allowance. Additionally, approximately $1.2 million and $0.6 million of federal and

state research credit carryforwards, respectively, were written off, with a corresponding offset to the Company's full valuation allowance.

The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of December 31, 2022 and 2021, and as such, no interest or penalties were recorded to income tax expense.

The Company’s corporate returns are subject to examination beginning with the 2018 tax year for federal and state jurisdictions, and beginning with the 2019 tax year for one foreign jurisdiction.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

12. Related Party Transactions

Agreements with Dong-A

On September 28, 2018, NeuroBo entered into a five year manufacturing and supply agreement with Dong-A, a greater than 5% shareholder, for the manufacturing and supply of NB-01 drug substance and placebos for the purpose of research and development to be used in Phase 3 clinical trials (the “Manufacturing Agreement”). There were no manufacturing related costs under the Manufacturing Agreement for the years ended December 31, 2022 or 2021.

The Manufacturing Agreement will automatically terminate in the event that the license agreement with Dong-A is terminated for any reason. In addition, each of Dong-A and NeuroBo may terminate the Manufacturing Agreement (1) upon the material breach by the other party, if the breach is not cured within a specified number of days after receiving notice from the terminating party, or if the breach cannot reasonably be cured within such period and the breaching party has not started to remedy the breach within such period and diligently endeavored to cure the breach within a reasonable time thereafter, or (2) in the event that (i) the other party is the subject of a petition for bankruptcy, reorganization, or arrangement and the same is not dismissed within thirty days thereof, (ii) a receiver or trustee is appointed for all or a substantial portion of the assets of the other party, or (iii) the other party makes an assignment for the benefit of its creditors.

On June 7, 2020, the Company entered into a manufacturing and supply agreement (the “Manufacturing and Supply Agreement”) with Dong-A for the manufacturing and supply of NB-02 drug product and placebo for the purpose of research and development of NB-02, including but not limited to, the use in the first NB-02 human clinical trial to be conducted by the Company. Under the terms of the Manufacturing and Supply Agreement, upon receipt of a purchase order from the Company no later than 270 days prior to the requested delivery date, Dong-A has agreed to produce for the Company tablets of the NB-02 drug substance and placebos at a specified supply price. The Company is obligated to manufacture, or have manufactured, and supply to Dong-A the active pharmaceutical ingredients which are necessary to manufacture the NB-02 drug product. The Manufacturing and Supply Agreement has a five year term, subject to earlier termination under certain circumstances.

Defined Contribution Plan

12 Months Ended

Dec. 31, 2022

Defined Contribution Plan

Defined Contribution Plan

13. Defined Contribution Plan

The Company adopted a 401(k) defined contribution plan in November 2018, effective as of January 1, 2019, for all employees over age 21. Employees can defer up to 90% of their compensation through payroll withholdings into the plan subject to federal law limits. Discretionary employer matches vest over a six-year period beginning on the second anniversary of an employee’s date of hire. Employee contributions and any employer matching contributions made to satisfy certain non-discrimination tests required by the Internal Revenue Code are 100% vested upon contribution. No matching contributions were made during the years ended December 31, 2022 and 2021.

- Definition

The entire disclosure for retirement benefits.

+ References

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-URI https://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (q)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (l)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events

Subsequent Events

14. Subsequent Events

Since December 31, 2022, 345,333 Series A Warrants and 1,395,333 Series B Warrants were exchanged for shares of the Company’s common stock.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Summary of Significant Accounting Policies
Use of Estimates	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company's consolidated financial statements relate to accrued expenses and the fair value of stock-based compensation and warrant issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.
Concentrations	Concentrations Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is principally held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of December 31, 2022, the Company had deposits in excess of federally insured amounts by $32.9 million. Supplier Risk On September 14, 2022, the Company entered into an exclusive license agreement (the “2022 License Agreement”) with Dong-A ST Co., Ltd. (“Dong-A”), which requires Dong-A to be the sole manufacturer for the production of DA-1241 and DA-1726. If any issues arise in the manufacturing and the Company is unable to arrange for alternative third-party manufacturing sources, or unable to find an alternative third party capable of reproducing the existing manufacturing method or unable to do so on commercially reasonable terms or in a timely manner, the Company may not be able to complete development of DA-1241 or DA-1726.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s financial instruments principally include cash, prepaid expenses, right of use assets, accounts payable, accrued liabilities, lease liabilities and warrant liabilities. The carrying amounts of cash, prepaid expenses and other current assets, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items. See Note 10 - Fair Value Measurements.
Warrant Liabilities	Warrant Liabilities The Company accounts for its warrants as liabilities at fair value if equity accounting treatment is precluded due to provisions existing within the warrant agreements. The change in fair value of the warrant liabilities are recognized as a fair value change in warrant liabilities in the consolidated statements of operations and comprehensive loss and as an operating item in the statement of cash flows. Additionally, issuance costs associated with warrants initially classified as liabilities are expensed as incurred and reflected as financing costs in the accompanying consolidated statements of operations and comprehensive loss.
General and Administrative Expenses	General and Administrative Expenses General and administrative expenses consist primarily of personnel-related costs, including salaries and stock-based compensation costs, for personnel in functions not directly associated with research and development activities. Other significant costs include legal fees related to intellectual property and corporate matters and professional fees for accounting and other services.
Research and Development Costs	Research and Development Costs Research and development costs are charged to expense as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development.
Acquired In-Process Research and Development	Acquired In-Process Research and Development The Company includes costs to acquire or in-license product candidates in acquired in-process research and development expenses (“IPR&D”). When the Company acquires the right to develop and commercialize a new product candidate, any up-front payments, or any future milestone payments that relate to the acquisition or licensing of such a right are immediately expensed as acquired in-process research and development in the period in which they are incurred. These costs are immediately expensed provided that the payments do not also represent processes or activities that would constitute a “business” as defined under GAAP, or provided that the product candidate has not achieved regulatory approval for marketing and absent obtaining such approval, has no alternative future use. Royalties owed on future sales of any licensed product will be expensed in the period the related revenues are recognized.
Income Taxes	Income Taxes The Company utilizes the liability method of accounting for income taxes as required by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Currently, there is no provision for income taxes, as the Company has incurred operating losses to date, and a full valuation allowance has been provided on the net deferred tax assets.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation — Stock Compensation (“ASC 718”). Accordingly, compensation costs related to equity instruments granted are recognized at the grant-date fair value. The Company records forfeitures when they occur. Stock-based compensation arrangements to non-employees are accounted for in accordance with the applicable provisions of ASC 718 using a grant date fair value approach.
Leases	Leases The Company accounts for leases under Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company assesses its contracts at inception to determine whether the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time. The Company has recognized right-of-use assets and lease liabilities that represent the net present value of future operating lease payments utilizing a discount rate corresponding to the Company’s incremental borrowing rate and amortized over the remaining terms of the leases. For operating leases of a short-term nature, i.e., those with a term of less than twelve months, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term.
Property and Equipment	Property and Equipment Property and equipment is recorded at cost and reduced by accumulated depreciation. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful life for property and equipment ranges from three to five years. Tangible assets acquired for research and development activities and that have an alternative use are capitalized over the useful life of the acquired asset. Estimated useful lives are periodically reviewed, and when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Maintenance and repairs are charged directly to expense as incurred.
Foreign Currency Translation	Foreign Currency Translation The foreign subsidiary uses the South Korean Won (KRW) as its functional currency. The Company translates the assets and liabilities of its foreign operation into U.S. dollars based on the rates of exchange in effect as of the transaction date. The resulting adjustments from the translation process are included in accumulated other comprehensive (loss) income in the accompanying consolidated balance sheets. Certain transactions of the Company are settled in foreign currency and are thus translated to U.S. dollars at the rate of exchange in effect at the end of each month. Gains and losses resulting from the translation are included in other income or expense in the accompanying consolidated statements of operations and comprehensive loss.
Patent Costs	Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income or loss. Comprehensive loss includes net loss as well as other changes in stockholders' equity that result from transactions and economic events other than those with stockholders. Comprehensive loss currently consists of net loss and changes in foreign currency translation adjustments.
Segment Information	Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is principally the business of development and commercialization of therapeutics.
Recent Accounting Pronouncements Adopted	Recent Accounting Pronouncements Adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for calendar year 2023 for smaller reporting companies. The Company adopted this new guidance on January 1, 2023, and the adoption did not have a material impact on the Company's consolidated financial statements.

Balance Sheet Detail (Tables)

12 Months Ended

Dec. 31, 2022

Balance Sheet Detail

Schedule of property and equipment



	December 31		December 31,
	2022		2021
Research and development equipment	$	-	$	158
Office equipment		30		63
Total property and equipment		30		221
Less accumulated depreciation		(28)		(111)
Property and equipment, net	$	2	$	110

Schedule of accrued liabilities


	December 31,		December 31,
	2022		2021
External research and development expenses	$	109	$	854
Payroll related		100		376
Professional services		23		59
Other		48		12
Total	$	280	$	1,301

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

ANA Merger

Schedule of milestone events


Milestone Event				Milestone Payment
First receipt of Marketing Approval (as defined in the 2020 Merger Agreement) from the FDA for any Niclosamide Product (as defined in the 2020 Merger Agreement)		$		45.0 million
Sales Milestones:
Milestone Event – Worldwide Cumulative Net Sales of a Niclosamide Product
equal to or greater than:				Milestone Payment
$500 million			$	9.0 million
$1 billion	$			13.5 million
$3 billion	$			36.0 million
$5 billion	$			72.0 million

Stockholders Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Schedule of warrants outstanding


	Number of Warrants:
Warrant Issuance	December 31, 2022	December 31, 2021	Exercise Price		Expiration Date
March 2017	-	1,315	$	7,800.00	March 2022
July 2018	48	48	$	5,602.50	July 2028
April 2020	1,252	1,252	$	375.00	April 2025
January 2021	83,338	83,338	$	180.90	July 2026
October 2021	143,597	143,597	$	112.50	April 2025
November 2022 Series A	6,768,837	-	$	0.00	December 2023
November 2022 Series B	8,267,170	-	$	0.00	December 2027
Total	15,264,242	229,550

Schedule of consideration Received for issuance of equity


	Consideration received		Classification
Dong-A License Agreement	$	8,210	Acquired in-process research and development
Dong-A Financing		15,000	Cash
2022 Public Offering		17,250	Cash

Total	$	40,460

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Stock-Based Compensation

Schedule of share-based compensation expense

Stock-based compensation expense was included in general and administrative as follows in the accompanying statements of comprehensive loss:

Schedule of stock option plan activity


				Weighted‑
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise		Contractual	Value
	Options	Price		Term (years)	(in thousands)
Outstanding at January 1, 2021	30,676	$	108.32	8.5	$	—
Granted	22,555	$	67.80	—	$	—
Exercised	(6,096)	$	17.90	—	$	364
Forfeited/Cancelled	(14,637)	$	57.89	—	$	—
Outstanding at December 31, 2021	32,498	$	119.72	9.3	$	—
Granted	5,995	$	17.83	—	$	—
Exercised	-	$	—	—	$	—
Forfeited/Cancelled	(2,000)	$	181.20	—	$	—
Outstanding at December 31, 2022	36,493	$	99.62	8.5	$	-
Vested and expected to vest at December 31, 2022	36,493	$	99.62	8.5	$	-
Options exercisable at December 31, 2022	17,903	$	146.70	8.1	$	-

Schedule of unvested stock options

The following table summarizes the Company’s unvested stock options as of and for the year ended December 31, 2022:


		Weighted
		Average
	Number of	Grant Date
	Options	Fair Value
Nonvested at January 1, 2022	25,725	$	59.09
Granted	5,995	$	12.43
Vested	(12,018)	$	64.90
Forfeited/Cancelled	(1,112)	$	117.26
Nonvested as of December 31, 2022	18,590	$	36.81

Schedule of assumptions used in the Black Scholes option-pricing model


	Year Ended
	December 31,
	2022			2021

Expected stock price volatility		80.7-85.2	%		79.0-80.4	%
Expected life of options (years)		5.5-5.8			5.8
Expected dividend yield		—	%		—	%
Risk free interest rate		1.72-3.08	%		0.93-1.33	%

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2022

Net Loss Per Common Share

Schedule of potential common shares not considered in computation of diluted net loss per share


	Year Ended
	December 31
	2022	2021
Stock options	36,493	32,498
Warrants	228,235	229,550

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Schedule of fair value of financial instruments measured on recurring basis


	As of December 31, 2022
Description	Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	10,796	$	—	$	—	$	10,796
Total liabilities at Fair Value	$	10,796	$	—	$	—	$	10,796

Schedule of a roll-forward of the warrant liabilities measured at fair value


		Year Ended
		December 31
		2022
Balance at beginning of period	$	—
Issuance of 2022 warrants		24,295
Change in fair value of warrant liabilities		(7,935)
Reclass of warrant liabilities upon exercise of warrants		(5,564)
Balance at end of period	$	10,796

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes

Schedule of statutory federal income tax rate to the provision (benefit)


	For the Year Ended December 31,
	2022		2021
Income tax (benefit) provision at federal statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	7.2		3.5
Valuation allowance	188.6		(26.2)
Research credits	1.2		2.5
Provision to tax return	-		(1.0)
Transaction costs	(3.3)		-
Change in fair value of warrant liabilities	11.9		-
Section 382 limitation adjustment attributes	(225.1)		-
Other	(1.5)		0.2
Effective tax rate	-	%	-	%

Schedule of Loss before provision for taxes

Loss before provision for taxes for the years ended December 31, 2022 and 2021 consisted of the following:


	Year Ended December 31,
	2022		2021

Loss before Income taxes:
Domestic	$	(14,559)	$	(14,954)
Foreign		592		(330)
	$	(13,967)	$	(15,284)

Schedule of components of income tax provision (benefit)

The components of income tax provision (benefit) consisted of the following for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022		2021

Tax Provision (Benefit):
Current
Domestic	$	—	$	—
Foreign		—		—
Total current tax provision (benefit)		—		—

Deferred
Domestic		26,183		(3,932)
Foreign		148		(81)
Total deferred tax provision (benefit)		26,331		(4,013)

Change in valuation allowance - Domestic		(26,183)		3,932
Change in valuation allowance - Foreign		(148)		81

Total tax provision (benefit)	$	—	$	—

Schedule of deferred tax assets and liabilities


	Year Ended December 31,
	2022		2021

Deferred tax assets:
Federal and state operating loss carryforwards	$	370	$	19,904
Foreign operating loss carryforwards		176		324
Acquired intangibles		3,095		1,683
Stock-based compensation		467		276
Lease liability		-		17
Capitalized R&D Costs		278		7,023
Other		16		44
Research and development credit carryforwards		26		1,483
		4,428		30,754
Valuation allowance - Domestic		(4,252)		(30,410)
Valuation allowance - Foreign		(176)		(324)
Total deferred tax assets, net of valuation allowance		-		20

Deferred tax liabilities:
ROU asset		-		(18)
Other		-		(2)
Net deferred tax assets	$	—	$	—

The Company and Basis of Presentation (Details) $ in Thousands	Sep. 12, 2022	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
The Company and Basis of Presentation
Reverse stock split, ratio	0.33
Cash		$ 33,364	$ 16,387
Accumulated deficit		$ (95,795)	$ (81,828)

Summary of Significant Accounting Policies (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) segment
Concentration of Credit Risk
Deposits in excess of federally insured amounts	$ 32,900
Income Taxes
Provision (benefit) for income taxes	$ 0
Segment Information
Number of operating segment \| segment	1
Minimum
Estimated useful life	3 years
Maximum
Estimated useful life	5 years

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Balance Sheet Detail - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Balance Sheet Detail
Total property and equipment	$ 30	$ 221
Less accumulated depreciation	(28)	(111)
Property and equipment, net	2	110
Research and development equipment
Balance Sheet Detail
Total property and equipment		158
Office equipment
Balance Sheet Detail
Total property and equipment	$ 30	$ 63

Balance Sheet Detail - Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Balance Sheet Detail
External research and development expenses	$ 109	$ 854
Payroll related	100	376
Professional services	23	59
Other	48	12
Total	$ 280	$ 1,301

Commitments and Contingencies - Operating Leases - (Details) - USD ($) $ in Thousands					1 Months Ended		12 Months Ended
	Apr. 30, 2022	May 14, 2021	Feb. 01, 2021	Feb. 01, 2020	Dec. 31, 2021	May 31, 2019	Dec. 31, 2022	Dec. 31, 2021	Sep. 14, 2022
Commitments and Contingencies
Right-of-use assets and other					$ 105			$ 105
DA-1726 \| Dong-A
Commitments and Contingencies
Developmental and regulatory milestone payment eligible to be received									$ 178,000
DA-1241 \| Dong-A
Commitments and Contingencies
Developmental and regulatory milestone payment eligible to be received									$ 138,000
Korea
Commitments and Contingencies
Term of contract						5 years
Option to renew						true
Renewal term						5 years
Gain or loss of extinguished unamortized right-of-use asset and lease liabilities	$ 0
Non-cash expense related to Korea lease							$ 8	24
Operating lease cash payments							11	32
Head Quarters in Boston Lease
Commitments and Contingencies
Term of contract		6 months	6 months	1 year
Monthly rental cost		$ 3	$ 3	$ 21	1
Rent concessions granted by the landlord		$ 2	$ 1	$ 32
Lease expense							$ 16	48
Right-of-use assets and other					$ 0			$ 0

Commitments and Contingencies - ANA Merger Milestone Payment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Asset Acquisition [Line Items]
Percentage of royalty payments	2.50%
Amount of royalty payments accrued	$ 0	$ 0
ANA Merger
Asset Acquisition [Line Items]
Ownership acquired			100.00%
500 million
Asset Acquisition [Line Items]
Milestone Payment	9,000
Sales based milestone payment	500,000
1 billion
Asset Acquisition [Line Items]
Milestone Payment	13,500
Sales based milestone payment	1,000,000
3 billion
Asset Acquisition [Line Items]
Milestone Payment	36,000
Sales based milestone payment	3,000,000
5 billion
Asset Acquisition [Line Items]
Milestone Payment	72,000
Sales based milestone payment	5,000,000
First Amendment to Original CVR Agreement \| ANA Merger
Asset Acquisition [Line Items]
Milestone Payment	$ 45,000

Commitments and Contingencies - YourChoice and Pfizer License Agreement (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Commitments and Contingencies
Percentage of royalty payments	2.50%
Tier One Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment	$ 1,000
Payments for specified global net sales milestones	500,000
Tier Two Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment	1,500
Payments for specified global net sales milestones	1,000,000
Tier Three Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment	4,000
Payments for specified global net sales milestones	3,000,000
Tier Four Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment	8,000
Payments for specified global net sales milestones	5,000,000
YourChoice \| License Agreements
Commitments and Contingencies
Milestones or royalty payments triggered	$ 0	$ 0
Royalty and milestone payment due			$ 19,500
Percentage of royalty payments	0.50%
YourChoice \| License Agreements \| Milestone Payments
Commitments and Contingencies
Royalty and milestone payment due	$ 5,000
Pfizer, Inc. \| License Agreements
Commitments and Contingencies
Number of years after the first commercial sale	five
Milestones or royalty payments triggered	$ 0	$ 0
Notice period	90 days
Termination fee	$ 3,000
Pfizer, Inc. \| License Agreements \| Milestone Payments \| Maximum
Commitments and Contingencies
Potential payments upon achievement of certain milestones	37,000

Commitments and Contingencies - Gemphire Contingent Value Rights Agreement (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 23, 2021	Dec. 30, 2019
Mergers
Amount of milestones accrued	$ 0
Original CVR Agreement
Mergers
Percentage of proceeds from the grant, sale, or transfer of rights		10.00%	80.00%
Amount of milestones accrued	$ 0

Commitments and Contingencies - License Agreement with Dong-A ST (Details) $ in Thousands	Sep. 14, 2022 USD ($) item	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Commitments and Contingencies
Amount of royalty payments accrued		$ 0	$ 0
Dong A ST License Agreement \| Dong-A
Commitments and Contingencies
Number of proprietary compounds in a license \| item	2
DA-1726 \| Dong-A
Commitments and Contingencies
Developmental and regulatory milestone payment eligible to be received	$ 178,000
DA-1241 \| Dong-A
Commitments and Contingencies
Developmental and regulatory milestone payment eligible to be received	$ 138,000

Dong-A ST License Agreement (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 14, 2022 USD ($) item $ / shares shares	Dec. 31, 2022 USD ($)
Related Party Transactions
IPR&D expense		$ 8,210
Amount of milestones accrued		$ 0
DongA ST Co LTD License agreement
Related Party Transactions
Period for failing to cure the beach, the agreement may get terminated	60 days
Cure period for beaching party if cannot be cured within the 60-day period	90 days
Cure period for petition for bankruptcy	30 days
Number of proprietary compounds in a license \| item	2
Shared Services Agreement
Related Party Transactions
Period for failing to cure the beach, the agreement may get terminated	30 days
Period for termination notice when material breach not cured	30 days
Series A Redeemable Convertible Preferred Stock \| DongA ST Co LTD License agreement
Related Party Transactions
Shares to be issued for upfront payment made to a related party \| shares	2,200
Redeemable convertible Preferred Stock, Par Value (in dollar per share) \| $ / shares	$ 0.001
Series A Preferred Stock [Member]
Related Party Transactions
Value of shares and warrants issued to purchase common stock	$ 15,000
Series A Preferred Stock [Member] \| DongA ST Co LTD License agreement
Related Party Transactions
IPR&D expense	$ 8,200

Beijing SL License Agreement - Beijing (Details) - License Agreement with Beijing SL - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2019	Dec. 31, 2022
License Agreements
Revenue recognized from the agreement		$ 0
Upfront payment to be received	$ 2,500
Period from effective date within which upfront gross payment to be paid	45 days
Developmental and regulatory milestone payment eligible to be received	$ 6,000
Global net sales milestone payment to be received	$ 20,000
Minimum expected period to begin future installment payment	1 year
Maximum
License Agreements
Percentage of royalty on net sales	20.00%
Clinical supply agreement execution period from effective date	12 months

Stockholders Equity (Details) $ / shares in Units, $ in Thousands							12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 22, 2022 shares	Nov. 08, 2022 USD ($) $ / shares shares	Sep. 14, 2022 USD ($)	Oct. 01, 2021 USD ($) $ / shares shares	Jan. 21, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) Vote / shares $ / shares shares	Dec. 31, 2021
Voting Rights
Gross proceeds \| $			$ 0	$ 15,000			$ 40,460
Fair market value of warrant \| $	$ 24,300						$ 24,300
Expected life of options (years)								5 years 9 months 18 days
Series A Warrant [Member]
Voting Rights
Shares price (in dollars per share) \| $ / shares			$ 3.00
Number of common stock per Unit			1
Number of warrants			5,000,000
Warrants term			1 year
Series B Warrant [Member]
Voting Rights
Shares price (in dollars per share) \| $ / shares			$ 3.00
Number of common stock per Unit			1
Number of warrants			5,000,000
Number of warrants per unit			1
Warrants term			5 years
Class A Units [Member]
Voting Rights
Shares price (in dollars per share) \| $ / shares			$ 3.00
Number of common stock per Unit			1
Shares issued (in shares)			3,147,003
Class B Units [Member]
Voting Rights
Shares price (in dollars per share) \| $ / shares			$ 3.00
Number of common stock per Unit			1
Number of Series B Convertible Preferred Stock per Unit			1
Shares issued (in shares)			2,602,997
Class B Units [Member] \| Series A Warrant [Member]
Voting Rights
Number of warrants per unit			1
Class B Units [Member] \| Series B Warrant [Member]
Voting Rights
Number of warrants per unit			1
Series A Redeemable Convertible Preferred Stock
Voting Rights
Shares issued (in shares)			2,200
Series A Preferred stock
Voting Rights
Stated value per share \| $ / shares	$ 10,000						$ 10,000
Conversion price \| $ / shares	3.00						$ 3.00
Dividend rate							5.00%
Relative fair value attributable to the warrants \| $				$ 15,000
Conversion of convertible notes to common stock (in shares)		12,333,333
Series B Preferred stock
Voting Rights
Stated value per share \| $ / shares	3.00						$ 3.00
Conversion price \| $ / shares	$ 3.00						$ 3.00
Conversion of convertible notes to common stock (in shares)	2,602,997
Shares converted into common stock	2,602,997
October 2021 Registered Direct Offering
Voting Rights
Shares issued (in shares)					4,307,693
Offering shares (Per share) \| $ / shares					$ 3.25
Gross proceeds \| $					$ 14,000
Warrants to purchase shares of common stock					4,307,693
Warrants exercise price \| $ / shares					$ 3.75
Period from issuance date the warrants become exercisable					6 months
Warrants term					3 years 6 months
Fair market value of warrant \| $					$ 4,100
Relative fair value attributable to the stock \| $					9,800
Relative fair value attributable to the warrants \| $					$ 4,200
Risk free interest rate					0.50%
Expected stock price volatility					80.00%
Expected life of options (years)					3 years 6 months
Expected dividend yield					0.00%
Issuance costs \| $					$ 1,200
Cash commissions \| $					1,000
Legal and other fees \| $					$ 200
Private Placement
Voting Rights
Shares issued (in shares)						2,500,000
Offering shares (Per share) \| $ / shares						$ 4.00
Gross proceeds \| $						$ 10,000
Warrants to purchase shares of common stock						2,500,000
Warrants exercise price \| $ / shares						$ 6.03
Fair market value of warrant \| $						$ 7,500
Relative fair value attributable to the stock \| $						6,300
Relative fair value attributable to the warrants \| $						$ 3,700
Risk free interest rate						0.50%
Expected stock price volatility						76.00%
Expected life of options (years)						5 years 6 months
Expected dividend yield						0.00%
Issuance costs \| $						$ 900
Cash commissions \| $						700
Legal and other fees \| $						$ 200
Public Offering
Voting Rights
Gross proceeds \| $			$ 17,300				$ 17,250
Public Offering \| Series A Preferred stock
Voting Rights
Shares issued (in shares)							1,500
Common Stock
Common Stock
Common stock, vote per share \| Vote / shares							1
Dividends Rights
Dividends declared \| $	$ 0						$ 0
Voting Rights
Common stock, vote per share \| Vote / shares							1
Common Stock \| Series A Preferred stock
Voting Rights
Conversion of convertible notes to common stock (in shares)							12,333,333
Common Stock \| Series B Preferred stock
Voting Rights
Conversion of convertible notes to common stock (in shares)							2,602,997
Minimum
Voting Rights
Risk free interest rate								0.93%
Expected stock price volatility								79.00%
Expected life of options (years)							5 years 6 months
Minimum \| Private Placement
Voting Rights
Expected life of options (years)						5 years 6 months
Maximum
Voting Rights
Expected stock price volatility								80.40%
Expected life of options (years)							5 years 9 months 18 days

Stockholders Equity - Aggregate Consideration Received (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Nov. 08, 2022 USD ($)	Sep. 14, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares
Gross proceeds	$ 0	$ 15,000	$ 40,460
Stock Issuance Cost			3,600
Fair market value of warrant			$ 24,300
Warrants
Warrant measurement			90
Interest Expenses
Warrants Issuance Cost			$ 2,200
Series A Preferred stock \| Scenario, Stockholder Non Approval to Convert Common Stock
Fair value per share of preferred stock \| $ / shares			$ 3,732
Series A Preferred stock \| Probability factor \| Scenario, Stockholder Approval to Convert Common Stock
Preferred Stock, Measurement Input			90
Series A Preferred stock \| Probability factor \| Scenario, Stockholder Non Approval to Convert Common Stock
Preferred Stock, Measurement Input			10
Series A Preferred stock \| Volatility rate \| Scenario, Stockholder Approval to Convert Common Stock
Preferred Stock, Measurement Input			101
Series A Preferred stock \| Volatility rate \| Scenario, Stockholder Non Approval to Convert Common Stock
Preferred Stock, Measurement Input			107
Series A Preferred stock \| Discount for a lack of marketability \| Scenario, Stockholder Approval to Convert Common Stock
Preferred Stock, Measurement Input			11
Series A Preferred stock \| Risk free rate \| Scenario, Stockholder Approval to Convert Common Stock
Preferred Stock, Measurement Input			3.7
Series A Preferred stock \| Risk free rate \| Scenario, Stockholder Non Approval to Convert Common Stock
Preferred Stock, Measurement Input			4.6
Series A Preferred stock \| Remaining term \| Scenario, Stockholder Approval to Convert Common Stock
Preferred Stock, Measurement Input			0.1
Series A Preferred stock \| Remaining term \| Scenario, Stockholder Non Approval to Convert Common Stock
Preferred Stock, Measurement Input			0.8
DongA ST Co LTD License agreement
Gross proceeds			$ 8,210
Dong-A Financing
Gross proceeds			15,000
2022 Public Offering
Gross proceeds	$ 17,300		$ 17,250

Stockholders Equity - Warrants (Details) - $ / shares	Dec. 31, 2022	Nov. 30, 2022	Oct. 31, 2022	Dec. 31, 2021
Warrants
Number of Warrants	15,264,242			229,550
$7800.00
Warrants
Number of Warrants				1,315
Exercise Price	$ 7,800.00
$5,602.50
Warrants
Number of Warrants	48			48
Exercise Price	$ 5,602.50
$375.00
Warrants
Number of Warrants	1,252			1,252
Exercise Price	$ 375.00
$180.90
Warrants
Number of Warrants	83,338			83,338
Exercise Price	$ 180.90
$112.50
Warrants
Number of Warrants	143,597			143,597
Exercise Price	$ 112.50
$3.00
Warrants
Number of Warrants	6,768,837
Exercise Price	$ 0.00
$3.00
Warrants
Number of Warrants	8,267,170
Exercise Price	$ 0.00
November 2022 Series A and B
Warrants
Exercise Price		$ 0.00	$ 3.00

Stockholders Equity - Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Nov. 08, 2022	Sep. 14, 2022	Nov. 30, 2022	Dec. 31, 2022	Oct. 31, 2022
Consideration received	$ 0	$ 15,000		$ 40,460
November 2022 Series A and B
Number of warrants exchanged			1
Consideration received			$ 0
Warrants exercise price			$ 0.00		$ 3.00
Series A Warrant [Member]
Number of warrants exchanged for common stock				3,981,163
Series B Warrant [Member]
Number of warrants per unit	1
Number of warrants exchanged for common stock				2,482,830
November 2022 Series B Warrant Exercise Price 3.00 [Member]
Warrants exercise price				$ 0.00

Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Options
Remaining nonvested options	18,590	25,725
General and administrative
Number of Options
Stock-based compensation	$ 854	$ 662

Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	May 11, 2022
Stock Options, Additional Disclosures
Granted (in shares)	5,995
Options, Outstanding, Aggregate Intrinsic Value		$ 364
Weighted average fair value per share of options granted	$ 12.43
2018 Plan
Stock Options, Additional Disclosures
Stock options outstanding				0
2019 Plan
Stock Options, Additional Disclosures
Number of shares authorized	15,938
Stock options
Stock Options, Additional Disclosures
Stock options outstanding	36,493	32,498	30,676
Outstanding, Number, Beginning Balance (in shares)	32,498	30,676
Granted (in shares)	5,995	22,555
Exercised (in shares)		(6,096)
Forfeited/Cancelled (in shares)	(2,000)	(14,637)
Outstanding, Number, Ending Balance (in shares)	36,493	32,498	30,676
Vested and expected to vest (in shares)	36,493
Options Exercisable (in share)	17,903
Outstanding, Weighted Average Exercise Price, Beginning Balance (in dollars per share)	$ 119.72	$ 108.32
Granted (in dollars per share)	17.83	67.80
Exercise price (in dollars per share)		17.90
Forfeited/Cancelled (in dollars per share)	181.20	57.89
Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share)	99.62	$ 119.72	$ 108.32
Vested and expected to vest (in dollars per share)	99.62
Options Exercisable (in dollars per share)	$ 146.70
Options, Outstanding, Weighted Average Remaining Contractual Term (years)	8 years 6 months	9 years 3 months 18 days	8 years 6 months
Vested and expected to vest (years)	8 years 6 months
Options Exercisable (years)	8 years 1 month 6 days
Weighted average fair value per share of options granted	$ 12.43	$ 43.55
Minimum \| Stock options
Stock Options, Additional Disclosures
Vesting period	1 year
Maximum \| Stock options
Stock Options, Additional Disclosures
Expiration period	10 years
Vesting period	3 years

Stock-Based Compensation - Unvested stock options (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Nonvested Stock Options
Nonvested, Beginning Balance \| shares	25,725
Granted (in shares) \| shares	5,995
Vested \| shares	(12,018)
Forfeited/Cancelled \| shares	(1,112)
Nonvested, Ending Balance \| shares	18,590
Nonvested, Weighted Average
Nonvested, Beginning Balance \| $ / shares	$ 59.09
Weighted average fair value per share of options granted \| $ / shares	12.43
Weighted average fair value per share of options vested \| $ / shares	64.90
Weighted average fair value per share of options forfeited \| $ / shares	117.26
Nonvested, Ending Balance \| $ / shares	$ 36.81

Stock Based Compensation - Assumptions (Details)	12 Months Ended
Stock Based Compensation - Assumptions (Details)	Dec. 31, 2022	Dec. 31, 2021
Share-based compensation
Expected life of options (years)		5 years 9 months 18 days
Minimum
Share-based compensation
Expected stock price volatility		79.00%
Expected stock price volatility, minimum	80.70%
Expected life of options (years)	5 years 6 months
Risk free interest rate		0.93%
Risk free interest rate, minimum	1.72%
Maximum
Share-based compensation
Expected stock price volatility		80.40%
Expected stock price volatility, maximum	85.20%
Expected life of options (years)	5 years 9 months 18 days
Risk free interest rate, maximum	3.08%	1.33%

Stock-Based Compensation - Evergreen provision (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Jan. 01, 2023	Jan. 01, 2022	Dec. 31, 2022	Dec. 31, 2021
Number of Options
Vested			12,018
Weighted average fair value per share of options vested			$ 64.90
Remaining nonvested options			18,590	25,725
Forfeited, nonvested			1,112
2022 Plan
Number of Options
Period of automatic increase in shares reserved			5 years
Percentage of the common shares outstanding (as a percent)			5.00%
Number of shares added (In shares)	0	35,549
2022 Plan \| Stock options
Number of Options
Vested			12,018	3,164
Weighted average fair value per share of options vested			$ 64.90	$ 163.64
Forfeited, nonvested			2,000	14,637
Unrecognized share-based compensation
Unrecognized share-based compensation - Weighted average period			9 months 18 days
Stock Plan 2022,201 And 2019 Plans
Unrecognized share-based compensation
Unrecognized share-based compensation cost			$ 0.5
Stock Plan 2022,201 And 2019 Plans \| Stock options
Number of Options
Available for grant			5,091,500
2022 Plan
Number of Options
Number of shares authorized			5,078,721
2021 Inducement Plan
Number of Options
Number of shares authorized			33,333
2019 Plan
Number of Options
Number of shares authorized			15,938

Net Loss Per Share of Common Stock - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock options.
Potential common shares
Potential common shares	36,493	32,498
Warrants
Potential common shares
Potential common shares	228,235	229,550

Fair Value Measurements - Recurring basis (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair value measurements
Warrant liabilities	$ 10,796
Total liabilities at Fair Value	10,796	$ 0
Level 3
Fair value measurements
Warrant liabilities	10,796
Total liabilities at Fair Value	$ 10,796

Fair Value Measurements - Roll-Forward of Premium conversion Derivative Liabilities (Details) - Warrants $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Warrant Liability [Roll Forward]
Issuance of 2022 warrants	$ 24,295
Change in fair value of warrant liability	$ (7,935)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Warrant liability extinguishment on exercise of warrants	$ (5,564)
Balance at end of period	$ 10,796

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating loss carryforwards
Effective tax rate (as a percent)	0.00%	0.00%
Income tax benefit	$ 0
Deferred Tax Assets, Gross	4,428	$ 30,754
Deferred Tax Assets, Valuation Allowance, Total	4,400	30,800
Federal net operating loss carryforwards	1,500	81,800
Federal research credit carry forward	24,000	1,000
Research and development credit carryforwards	26	1,483
State net operating loss carryforwards	65,000	42,600
State research credit carryforwards	2,000	600
Income tax:
Uncertain tax positions	0	0
Interest or penalties	0	0
Federal
Operating loss carryforwards
Deferred Tax Assets, Valuation Allowance, Total	4,252	30,410
Net operating loss carryforwards written off	99,000
Research credit carryforwards written off	1,200
State
Operating loss carryforwards
Net operating loss carryforwards written off	48,500
Research credit carryforwards written off	600
Foreign
Operating loss carryforwards
Deferred Tax Assets, Valuation Allowance, Total	176	324
Operating Loss Carryforwards	$ 700	$ 1,300

Income Taxes - Reconciliation of income tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of income tax:
Income tax (benefit) provision at federal statutory rate (as a percent)	21.00%	21.00%
State income tax, net of federal benefit (as a percent)	7.20%	3.50%
Valuation allowance (as a percent)	188.60%	(26.20%)
Research credits (as a percent)	1.20%	2.50%
Provision to tax return (as a percent)		(1.00%)
Transaction costs (as percentage)	(3.30%)
Change in fair value of warrant liability (as percent)	11.90%
Section 382 limitation adjustment attributes (as percent)	(225.10%)
Other (as a percent)	(1.50%)	0.20%
Effective tax rate (as a percent)	0.00%	0.00%
Income tax benefit	$ 0

Income Taxes - Tax provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Loss before Income taxes:
Domestic	$ (14,559)	$ (14,954)
Foreign	592	(330)
Loss before income taxes	(13,967)	(15,284)
Deferred
Domestic	26,183	(3,932)
Foreign	148	(81)
Total deferred tax provision (benefit)	26,331	(4,013)
Change in valuation allowance - Domestic	(26,183)	3,932
Change in valuation allowance - Foreign	(148)	$ 81
Total tax provision (benefit)	$ 0

Income Taxes - Significant components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Federal and state operating loss carryforwards	$ 370	$ 19,904
Foreign operating loss carryforwards	176	324
Acquired intangibles	3,095	1,683
Stock-based compensation	467	276
Lease Liability		17
Capitalized R&D Costs	278	7,023
Other	16	44
Research and development credit carryforwards	26	1,483
Total deferred tax assets	4,428	30,754
Valuation allowance	(4,400)	(30,800)
Total deferred tax assets, net of valuation allowance		20
Deferred tax liabilities:
ROU Asset		(18)
Other		(2)
Domestic
Deferred tax assets:
Valuation allowance	(4,252)	(30,410)
Foreign
Deferred tax assets:
Valuation allowance	$ (176)	$ (324)

Related Party Transactions (Details) $ in Thousands						12 Months Ended
Related Party Transactions (Details) $ in Thousands	Nov. 08, 2022 USD ($) shares	Sep. 14, 2022 USD ($) item	Jun. 07, 2022	Jun. 07, 2020	Sep. 28, 2018	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Related Party Transactions
Amount of milestones accrued						$ 0
Gross proceeds	$ 0	$ 15,000				40,460
Securities purchase agreement
Related Party Transactions
Gross proceeds						15,000
Series A Redeemable Convertible Preferred Stock
Related Party Transactions
Issuance of common stock (in shares) \| shares	2,200
Series A Preferred stock
Related Party Transactions
Value of shares and warrants issued to purchase common stock		$ 15,000
Dong-A \| Manufacturing and Supply Agreement
Related Party Transactions
Notice period for purchase order prior to requested delivery date			270 days
Dong-A \| Dong A ST License Agreement
Related Party Transactions
Number of proprietary compounds in a license \| item		2
Dong-A \| DA-1726
Related Party Transactions
Developmental and regulatory milestone payment eligible to be received		$ 178,000
Dong-A \| DA-1241
Related Party Transactions
Developmental and regulatory milestone payment eligible to be received		$ 138,000
Dong-A \| Manufacturing Agreement
Related Party Transactions
Term of agreement				5 years	5 years
Percentage of shares held					5.00%
Related party costs						$ 0	$ 0
Period for dismission of allegations.					30 days

Defined Contribution Plan (Details) - USD ($) $ in Millions	12 Months Ended
Defined Contribution Plan (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Defined Contribution Plan Disclosure [Line Items]
Minimum age of employee to cover under the plan	21 years
Employer matches vesting period	6 years
Percentage of employee contribution vested on their contribution	100.00%
Amount of discretionary matching contributions on employee deferrals	$ 0.0	$ 0.0
Maximum
Defined Contribution Plan Disclosure [Line Items]
Employee compensation deferred percentage	90.00%

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	12 Months Ended
	Oct. 01, 2021	Mar. 31, 2023	Dec. 31, 2022	Nov. 08, 2022
October 2021 Registered Direct Offering
Subsequent Event [Line Items]
Issuance of common stock (in shares)	4,307,693
Offering shares (Per share)	$ 3.25
Proceeds from issuance of common stock	$ 14.0
Warrants to purchase shares of common stock	4,307,693
Warrants exercise price	$ 3.75
Period from issuance date the warrants become exercisable	6 months
Warrants term	3 years 6 months
Series A Warrant [Member]
Subsequent Event [Line Items]
Number of warrants exchanged for common stock			3,981,163
Warrants term				1 year
Series B Warrant [Member]
Subsequent Event [Line Items]
Number of warrants exchanged for common stock			2,482,830
Warrants term				5 years
Subsequent Event \| Series A Warrant [Member]
Subsequent Event [Line Items]
Number of warrants exchanged for common stock		345,333
Subsequent Event \| Series B Warrant [Member]
Subsequent Event [Line Items]
Number of warrants exchanged for common stock		1,395,333