0001558370-24-004246 | 10-K | XBRL Viewer | Neurobo Pharmaceuticals INC

As of December 31,

Office equipment

Less accumulated depreciation

Property and equipment, net

Subsequent event	12 Months Ended
Dec. 31, 2023
Subsequent events
Subsequent Events	12.Subsequent events Management has evaluated subsequent events to determine if events or transactions occurring through the filing date of this Annual Report on Form 10-K require adjustment to or disclosure in the consolidated financial statements. There were no events that require adjustment to or disclosure in the consolidated financial statements.

Subsequent event

12 Months Ended

Dec. 31, 2023

12.Subsequent events

Management has evaluated subsequent events to determine if events or transactions occurring through the filing date of this Annual Report on Form 10-K require adjustment to or disclosure in the consolidated financial statements. There were no events that require adjustment to or disclosure in the consolidated financial statements.

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment
Office equipment	$ 80	$ 30
Less accumulated depreciation	(34)	(28)
Property and equipment, net	46	2
Depreciation	$ 6	$ 20

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 22,435	$ 33,364
Prepaid and other current assets	77	168
Total current assets	22,512	33,532
Property and equipment, net	46	2
Right-of-use asset	202
Other assets	21
Total assets	22,781	33,534
Current liabilities:
Accounts payable	821	708
Accrued liabilities (including related party payable of $789 and $0 as of December 31, 2023 and 2022, respectively)	4,414	280
Warrant liabilities	658	10,796
Lease liability, short-term	67
Total current liabilities	5,960	11,784
Lease liability, long-term	136
Total liabilities	6,096	11,784
Commitments and contingencies (Note 6)
Stockholders' equity
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized as of December 31, 2023 and 2022; no shares issued or outstanding as of December 31, 2023 and 2022.
Common stock, $0.001 par value per share, 100,000,000 shares authorized as of December 31, 2023 and 2022; 4,906,032 and 3,179,502 shares issued and outstanding as of December 31, 2023 and 2022, respectively.	5	25
Additional paid-in capital	124,945	117,520
Accumulated deficit	(108,265)	(95,795)
Total stockholders' equity	16,685	21,750
Total liabilities and stockholders' equity	$ 22,781	$ 33,534

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating activities
Net loss	$ (12,470)	$ (13,967)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	222	854
Non-cash lease expense	1	8
Depreciation	6	20
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 liabilities	(2,955)	(7,935)
Change in operating assets and liabilities:
Prepaid expenses and other assets	70	64
Accounts payable	113	(202)
Accrued and other liabilities	4,214	(1,030)
Net cash used in operating activities	(10,799)	(11,712)
Investing activities
Purchases of property and equipment	(50)
Sale of property and equipment		8
Net cash (used in) provided by investing activities	(50)	8
Financing activities
Proceeds from issuance of common stock, preferred stock and warrants		32,250
Payment of issuance costs	(80)	(3,569)
Net cash (used in) provided by financing activities	(80)	28,681
Net (decrease) increase in cash	(10,929)	16,977
Cash at beginning of period	33,364	16,387
Cash at end of period	22,435	33,364
Supplemental non-cash investing and financing transactions:
Right-of-use assets obtained in exchange for new operating lease liabilities	223
Modification of right-of-use asset and associated liability		62
Unpaid deferred issuance costs		80
Reclassification of warrant liabilities upon exercise of warrants	$ 7,183	$ 5,564

Income Taxes - Tax provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Loss before Income taxes:
United States	$ (12,468)	$ (14,559)
Foreign	(2)	592
Loss before income taxes	(12,470)	(13,967)
Deferred
United States	(3,424)	26,183
Foreign	176	148
Total deferred income tax (benefit) provision	(3,248)	26,331
Change in valuation allowance - United States	3,424	(26,183)
Change in valuation allowance - Foreign	(176)	(148)
Income tax provision	$ 0	$ 0

Business, basis of presentation, new accounting standards and summary of significant accounting policies(Policies)	12 Months Ended
	Dec. 31, 2023
Business, basis of presentation, new accounting standards and summary of significant accounting policies
Basis of presentation	A.Basis of presentation
New accounting standards	B.New accounting standards Adoption of new accounting standards New accounting standards or accounting standards updates were assessed and determined to be either not applicable or did not have a material impact on our consolidated financial statements or processes. Accounting standards issued but not yet adopted In October 2021, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree prepared financial statements in accordance with generally accepted accounting principles). The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. We do not expect the adoption of this ASU will have a material impact on our consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. We do not expect the adoption of this ASU will have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU amends the guidance in Accounting Standards Codification (“ASC’) 740, Income Taxes, to improve the transparency of income tax disclosures by amending the required rate reconciliation disclosures as well as requiring disclosure of income taxes paid disaggregated by jurisdiction. As amended, the rate reconciliation disclosure will be required to be presented in both percentages and reporting currency amounts, with consistent categories and greater disaggregation of information. This ASU also includes amendments intended to improve the effectiveness of income tax disclosures and eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments are effective for fiscal years beginning after December 15, 2024 and should be applied prospectively. Early adoption is permitted. We are currently evaluating the amendments to identify potential impacts to our notes to the consolidated financial statements and processes. Other recently issued accounting standards not yet adopted by us are not expected, upon adoption, to have a material impact on our consolidated financial statements.
Estimates and assumptions	C.Estimates and assumptions 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 our consolidated financial statements relate to accrued expenses and the fair value of stock-based compensation and warrants. We base our 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.
Cash	D.Cash We maintain cash at financial institutions that at times may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limits of $250 per bank. Our cash balance includes liquid insured deposits, which are obligations of the program banks in which the deposits are held and qualify for FDIC insurance protection per depositor in each recognized legal category of account ownership in accordance with the rules of the FDIC. To date, we have not experienced any losses related to these funds.
Property and equipment	E.Property and equipment Property and equipment are 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 R&D 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.
Leases	F.Leases We assess our 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. We have 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 our 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, we recognize lease payments as an expense on a straight-line basis over the remaining lease term.
Warrant liabilities	G.Warrant liabilities Warrants are accounted for as liabilities at their 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 is 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.
Fair value of financial instruments	H.Fair value of financial instruments Our 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.
Segment reporting	I.Segment reporting We manage and operate as one business, which is principally the business of development and commercialization of pharmaceutical products. Our business operations are managed by a single executive leadership team, which is led by our chief executive officer. We do not operate separate lines of business with respect to any of our pharmaceutical products being studied in a clinical environment, and we do not prepare discrete financial information with respect to our pharmaceutical products. Accordingly, we view our business as one reportable operating segment with one geographic location.
Research and development costs	J.Research and development costs
Acquired in-process research and development	K.Acquired in-process research and development We include costs to acquire or in-license product candidates in acquired in-process R&D (“IPR&D”). When we acquire 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 IPR&D 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.
General and administrative expenses	L.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 R&D activities. Other significant costs include legal fees related to intellectual property and corporate matters and professional fees for accounting and other services.
Patent costs	M.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.
Stock-based compensation	N.Stock-based compensation Compensation costs related to equity instruments granted are recognized at the grant-date fair value, which is amortized as compensation expense on a straight-line basis over the service period (generally, the vesting period) for both graded and cliff vesting awards. We have elected to account for forfeitures as they occur.
Income taxes	O.Income taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and income tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recorded as a component of the income tax provision in the period that includes the enactment date. Regular assessments are made on the likelihood that our deferred tax assets will be recovered from our future taxable income. Our evaluation is based on estimates, assumptions, and includes an analysis of available positive and negative evidence, giving weight based on the evidence’s relative objectivity. Sources of positive evidence include estimates of future taxable income, future reversal of existing taxable temporary differences, taxable income in carryback years, and available tax planning strategies. Sources of negative evidence include current and cumulative losses in recent years, losses expected in early future years, any history of operating losses or tax credit carryforwards expiring unused, and unsettled circumstances that, if unfavorably resolved, would adversely affect future profit levels. The remaining carrying value of our deferred tax assets, after recording the valuation allowance on our deferred tax assets, is based on our present belief that it is more likely than not that we will be able to generate sufficient future taxable income to utilize such deferred tax assets. The amount of the remaining deferred tax assets considered recoverable could be adjusted if our estimates of future taxable income during the carryforward period change favorably or unfavorably. To the extent we believe that it is more likely than not that some or all the remaining deferred tax assets will not be realized, we must establish a valuation allowance against those deferred tax assets, resulting in additional income tax expense in the period such determination is made. To the extent a valuation allowance currently exists, we will continue to monitor all positive and negative evidence until we believe it is more likely than not that it is no longer necessary, resulting in an income tax benefit in the period such determination is made. Our policy is to recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. A significant judgment is required in evaluating our tax positions, and in determining our provisions for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We establish reserves when, despite our belief that the income tax return positions are fully supportable, certain positions are likely to be challenged and we may ultimately not prevail in defending those positions.
Foreign currency translation	P.Foreign currency translation Our foreign subsidiary, dissolved and liquidated in June 2023, used the South Korean Won (KRW) as its functional currency. We translated the assets and liabilities of our foreign operation into United States (“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 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.
Comprehensive loss	Q.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.
Loss per share of common stock	R.Loss per share of common stock Basic earnings or loss per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the weighted average number of shares of common stock. Diluted earnings per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the sum of the weighted average number of shares of common stock and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued. Potentially dilutive securities include convertible preferred stock, outstanding stock options, non-vested RSUs and outstanding warrants. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share of common stock by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of our common stock can result in a greater dilutive effect from potentially dilutive securities.
Concentrations	S.Concentrations Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist of cash. Our cash is held by two financial institutions in the U.S. We believe that the two financial institutions are financially sound, and accordingly, minimal credit risk exists with respect to the two financial institutions. Subsequently, in January 2024, we eliminated one of the financial institutions holding our cash to one. Supplier Risk In 2022, we entered into an exclusive license agreement (the “2022 License Agreement”) with Dong-A ST Co., Ltd. (“Dong-A”), a related party, 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 we are 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, we may not be able to complete development of DA-1241 or DA-1726.
Loss contingencies	T.Loss contingencies In determining whether an accrual for a loss contingency is required, we first assess the likelihood of occurrence of the future event or events that will confirm the loss. When a loss is probable (the future event or events are likely to occur) and the amount of the loss can be reasonably estimated, the estimated loss is accrued. If the reasonable estimate of the loss is a range and an amount within the range appears to be a better estimate than any other amount within the range, that amount should be accrued. However, if no amount within the range is a better estimate, the minimum amount in the range should be accrued. When a loss is reasonably possible (the chance of the future event or events occurring is more than remote but less than likely), no accrual is recognized.

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment

Property and Equipment

3. Property and equipment

Property and equipment consist of the following:

We recorded depreciation expense of $6 and $20 for 2023 and 2022, respectively, which was included in general and administrative operating expenses in the accompanying consolidated statements of operations and comprehensive loss.

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating loss carryforwards
Valuation allowance	$ 7,676	$ 4,428
Foreign operating loss carryforwards	$ 0	$ 176
Effective tax rate (as a percent)	0.00%	0.00%
Income tax:
Uncertain tax positions	$ 0	$ 0
Interest or penalties	0	0
Federal
Operating loss carryforwards
Valuation allowance	7,676	4,252
Research credit carry forward	24	24
Operating loss carryforwards	8,764	1,521
Research credit carryforwards written off		1,176
State
Operating loss carryforwards
Research credit carry forward		2
Operating loss carryforwards	4,427	809
Net operating loss carryforwards written off	99,012	48,385
Research credit carryforwards written off		581
Foreign
Operating loss carryforwards
Valuation allowance		176
Operating loss carryforwards	$ 0	$ 704

Fair Value Measurements - Roll-Forward of Warrant Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Warrant Liability [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants
Warrants
Warrant Liability [Roll Forward]
Balance at beginning of period	$ 10,796
Issuance of 2022 warrants		$ 24,295
Change in fair value of warrant liabilities	(2,955)	(7,935)
Reclassification of warrant liabilities upon exercise of warrants	(7,183)	(5,564)
Balance at end of period	$ 658	$ 10,796

Commitments and Contingencies - Operating Lease - Lease liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Maturity of the lease liability was as follows (in thousands):
2024	$ 86
2025	89
2026	60
Total lease payments	235
Less effect of discounting	(32)
Total	203
Short-term portion	(67)
Long-term portion	$ 136

Loss per share of common stock (Tables)

12 Months Ended

Dec. 31, 2023

Loss per share of common stock

Schedule of computation of basic and diluted loss per share


	Year Ended December 31,
	2023		2022
Numerator:
Net loss	$	(12,470)	$	(13,967)
Denominator:
Weighted average shares of common stock, basic		5,071,101		321,703
Effect of dilutive securities		—		—
Weighted average shares of common stock, diluted		5,071,101		321,703
Loss per share of common stock, basic and diluted	$	(2.46)	$	(43.42)

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


	As of December 31,
	2023	2022
Stock options	4,700	4,560
RSUs	141,361	—
Warrants (excluding 2022 Warrants)	25,976	28,541

Stock-based Compensation - Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Options
Stock-based compensation	$ 222	$ 854
General and administrative
Number of Options
Stock-based compensation	178	$ 854
Research And Development Expense
Number of Options
Stock-based compensation	$ 44

Stockholders Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Schedule of warrants outstanding


		Shares of Common
		Stock Issuable for
		Outstanding Warrants
		as of December 31,		Exercise		Expiration
Warrant Issuance		2023	2022	Price		Date
July 2018	⁽¹⁾	6	6	$	44,820.00	July 2028
April 2020	⁽¹⁾	159	159	$	3,000.00	April 2025
January 2021	⁽¹⁾	10,421	10,421	$	1,447.20	July 2026
October 2021	⁽¹⁾	15,390	17,955	$	900.00	April 2025
November 2022 Series A	⁽²⁾	—	846,105	$	-	December 2023
November 2022 Series B	⁽²⁾	177,938	1,033,396	$	-	December 2027
Total		203,914	1,908,042

(1)

The number of outstanding warrants was adjusted for the impact of each of the common stock reverse stock splits of 2023 and 2022. Accordingly, the number of outstanding warrants is equal to the number of shares of common stock issuable for outstanding warrants.

(2)

The number of outstanding warrants was not impacted by the 2023 Reverse Stock Split. Accordingly, the number of outstanding warrants is equal to eight times the number of shares of common stock issuable for outstanding warrants.

Schedule of consideration received for issuance of equity

The table below lists the aggregate consideration received by us in the 2022 Transaction:


	Consideration
	Received		Classification
Dong-A License Agreement	$	8,210	Acquired IPR&D
Dong-A Financing		15,000	Cash
2022 Public Offering		17,250	Cash
Total	$	40,460

Accrued Liabilities

12 Months Ended

Dec. 31, 2023

Accrued liabilities

Accrued liabilities

4. Accrued liabilities

Accrued liabilities consist of the following:


	As of December 31,
	2023		2022
External R&D costs (including related party payable of $789 and $0 as of December 31, 2023 and 2022, respectively)	$	3,822	$	109
Employee related costs		118		100
Professional service fees		308		23
Other		166		48
Total	$	4,414	$	280

Stockholders Equity - Aggregate Consideration Received (Details) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Nov. 30, 2023 USD ($)	Nov. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares
Gross proceeds	$ 15,000	$ 0	$ 40,460
Stock Issuance Cost			3,569
Fair market value of warrant			$ 24,295
Warrants
Warrant measurement			90
Interest Expenses
Warrants Issuance Cost			$ 2,191
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		$ 17,250	$ 17,250

Fair Value Measurements - Recurring basis (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair value measurements
Warrant liabilities	$ 658	$ 10,796
Total liabilities at fair value	658	10,796
Level 2
Fair value measurements
Warrant liabilities	658
Total liabilities at fair value	$ 658
Level 3
Fair value measurements
Warrant liabilities		10,796
Total liabilities at fair value		$ 10,796

Stock-based Compensation - Evergreen provision (Details) - USD ($) $ in Thousands			1 Months Ended		12 Months Ended
	Jan. 01, 2023	Jan. 01, 2022	Jan. 31, 2024	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	May 31, 2022	Jan. 31, 2022
Number of Options
Number of shares authorized					469,820
RSUs
Number of Options
Stock options outstanding (in shares)					141,361
Employee Stock Option [Member]
Number of Options
Stock options outstanding (in shares)					4,700	4,560		4,060
2018 Plan
Number of Options
Stock options outstanding (in shares)							0
Inducement Plan \| Employee Stock Option [Member]
Unrecognized share-based compensation
Unrecognized share-based compensation - Weighted average period					1 year 8 months 12 days
Stock Plan 2022,201 And 2019 Plans
Unrecognized share-based compensation
Unrecognized share-based compensation cost					$ 556
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		0	0
Stock options outstanding (in shares)					2,792
Shares available for future issuance					465,654
2019 Plan
Number of Options
Number of shares added (In shares)		4,444
Stock options outstanding (in shares)					1,908

Loss per share of common stock - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock options
Potential common shares
Potential common shares	4,700	4,560
Warrants (excluding 2022 Warrants)
Potential common shares
Potential common shares	25,976	28,541
RSUs
Potential common shares
Potential common shares	141,361

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Schedule that reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the unaudited consolidated balance sheet

The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2023:


	Operating
	Lease
2024	$	86
2025		89
2026		60
Total lease payments		235
Less effect of discounting		(32)
Total		203
Short-term portion		67
Long-term portion	$	136

Business, basis of presentation, new accounting standards and summary of significant accounting policies

12 Months Ended

Dec. 31, 2023

Business, basis of presentation, new accounting standards and summary of significant accounting policies

Business, basis of presentation, new accounting standards and summary of significant accounting policies

1. Business, basis of presentation, new accounting standards and summary of significant accounting policies

General

NeuroBo Pharmaceuticals, Inc. (the “Company), a Delaware corporation, and its subsidiaries are referred to collectively in these notes to the financial statements of the Company as “NeuroBo,” “we,” “our” and “us.” We are a clinical-stage biotechnology company focused primarily on developing and commercializing novel pharmaceuticals to treat cardiometabolic diseases. NeuroBo has two programs focused primarily on treatment of metabolic dysfunction-associated steatohepatitis (“MASH”) and obesity. MASH was formerly known as non-alcoholic steatohepatitis (“NASH”). The American Association for the Study of Liver Diseases (“AASLD”) and its European and Latin American counterparts changed the name to metabolic dysfunction-associated steatohepatitis to reflect the complexity of the disease.

●

DA-1241 is a novel G-Protein-Coupled Receptor 119 (“GPR119”) agonist with development optionality as a standalone and/or combination therapy for both MASH and type 2 diabetes. Agonism of GPR119 in the gut promotes the release of key gut peptides GLP-1, GIP, and PYY. These peptides play a further role in glucose metabolism, lipid metabolism and weight loss. DA-1241 has beneficial effects on glucose, lipid profile and liver inflammation, supported by potential efficacy demonstrated during in vivo preclinical studies.

●

DA-1726 is a novel oxyntomodulin analogue functioning as a GLP-1 receptor (“GLP1R”) and glucagon receptor (“GCGR”) dual agonist for the treatment of obesity that is to be administered once weekly subcutaneously. DA-1726 acts as a dual agonist of GLP1R and GCGR.

While we primarily focus our financial resources and management’s attention on the development of DA-1241 and DA-1726, we also have four legacy therapeutic programs designed to impact a range of indications in viral, neurodegenerative and cardiometabolic diseases which we continue to consider for out-licensing and divestiture opportunities.

Our operations have consisted principally of performing research and development (“R&D”) activities, preclinical developments, clinical trials, and raising capital. Our activities are subject to significant risks and uncertainties, including failing to secure additional funding before sustainable revenues and profit from operations are achieved.

Common stock reverse stock splits

In December 2023, we completed a one-for-eight reverse stock split of our common stock (the “2023 Reverse Stock Split”). As a result, every eight shares of our issued and outstanding common stock were combined, converted and changed into one share of our common stock. Any fraction of a share of our 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 our common stock as reported on Nasdaq Capital Market LLC (“Nasdaq”) on the last trading day before the reverse stock split. The 2023 Reverse Stock Split was initially approved by our stockholders at the annual meeting of stockholders in June 2023. At the annual meeting, the stockholders approved a proposal to amend our certificate of incorporation to affect a reverse split of our outstanding common stock at a ratio in the range of one-for-five to one-for-eight to be determined at the discretion of our Board of Directors (“Board”). Following the annual meeting, our Board approved a one-for-eight reverse stock split of our issued and outstanding shares of common stock.

In September 2022, we completed a 1-for-30 reverse stock split of our common stock (the “2022 Reverse Stock Split”). As a result, every thirty shares of our issued and outstanding common stock were combined, converted and changed into one share of our common stock. Any fraction of a share of our 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 our common stock as reported on Nasdaq on the last trading day before the reverse stock split. The 2022 Reverse Stock Split was initially approved by our stockholders at the annual meeting of stockholders in June 2022. At the annual meeting, the stockholders approved a proposal to amend our certificate of incorporation to affect a reverse split of our outstanding common stock at a ratio in the range of one-for-five to one-for-thirty-five to be determined at the discretion of our Board. Following the annual meeting, our Board approved a one-for-thirty reverse stock split of our issued and outstanding shares of common stock.

Neither the 2023 Reverse Stock Split nor the 2022 Reverse Stock Split impacted the number of authorized shares of common stock of 100,000,000 shares. For each of the reverse stock splits, 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 our common stock, the number of shares issuable upon vesting of restricted stock units (“RSUs”) and the number of shares

reserved for issuance pursuant to our equity incentive compensation plans. Specifically, for the Series A and B warrants issued in November 2022 that were outstanding on December 20, 2023, the number of outstanding warrants did not change; instead, the warrants have an exchange ratio of eight warrants for one share of our common stock.

In the accompanying consolidated financial statements and these notes to consolidated financial statements, all historical numbers of shares of common stock and per share data have been adjusted to give effect to the 2023 Reverse Stock Split and the 2022 Reverse Stock Split. Additionally, since the common stock par value was unchanged, historical amounts for common stock and additional paid-in capital have been adjusted to give effect to the 2023 Reverse Stock Split and the 2022 Reverse Stock Split.

Going concern

The determination as to whether we can continue as a going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our consolidated financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of our assets and the satisfaction of our liabilities in the normal course of business.

As reflected in the consolidated financial statements, we had $22,435 in cash as of December 31, 2023. We have experienced net losses and negative cash flows from operating activities since our inception and had an accumulated deficit of $108,265 as of December 31, 2023. We have incurred a net loss of $12,470 and used cash of $10,799 for operating activities for the year ended December 31, 2023. Due in large part to the ongoing Phase 2a clinical trial for DA-1241 and Phase 1 clinical trial for DA-1726, we expect to continue to incur net losses and negative cash flows from operating activities for the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern.

We believe that our existing cash will be sufficient to fund our operations into the fourth quarter of 2024. We plan to continue to fund our operations through a combination of equity offerings, debt financings, or other sources, potentially including collaborations, out-licensing and other similar arrangements. There can be no assurance that we will be able to obtain any sources of financing on acceptable terms, or at all. To the extent that we can raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct our business. If we are unable to raise additional capital, we may slow down or stop our ongoing and planned clinical trials until such time as additional capital is raised and this may have a material adverse effect on us.

A.Basis of presentation

Our consolidated financial statements include a South Korean subsidiary, NeuroBo Co., Ltd., a wholly owned subsidiary which was dissolved and liquidated in June 2023. The accompanying financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Our fiscal year-end is as of and for the year ended December 31st for each year presented. All significant intercompany accounts and transactions have been eliminated in the preparation of the financial statements.

B.New accounting standards

Adoption of new accounting standards

New accounting standards or accounting standards updates were assessed and determined to be either not applicable or did not have a material impact on our consolidated financial statements or processes.

Accounting standards issued but not yet adopted

In October 2021, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree prepared financial statements in accordance with generally accepted accounting principles). The amendments in this ASU are effective for annual and interim

periods beginning after December 15, 2023, although early adoption is permitted. We do not expect the adoption of this ASU will have a material impact on our consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. We do not expect the adoption of this ASU will have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU amends the guidance in Accounting Standards Codification (“ASC’) 740, Income Taxes, to improve the transparency of income tax disclosures by amending the required rate reconciliation disclosures as well as requiring disclosure of income taxes paid disaggregated by jurisdiction. As amended, the rate reconciliation disclosure will be required to be presented in both percentages and reporting currency amounts, with consistent categories and greater disaggregation of information. This ASU also includes amendments intended to improve the effectiveness of income tax disclosures and eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments are effective for fiscal years beginning after December 15, 2024 and should be applied prospectively. Early adoption is permitted. We are currently evaluating the amendments to identify potential impacts to our notes to the consolidated financial statements and processes.

Other recently issued accounting standards not yet adopted by us are not expected, upon adoption, to have a material impact on our consolidated financial statements.

C.Estimates and assumptions

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 our consolidated financial statements relate to accrued expenses and the fair value of stock-based compensation and warrants. We base our 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.

D.Cash

We maintain cash at financial institutions that at times may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limits of $250 per bank. Our cash balance includes liquid insured deposits, which are obligations of the program banks in which the deposits are held and qualify for FDIC insurance protection per depositor in each recognized legal category of account ownership in accordance with the rules of the FDIC. To date, we have not experienced any losses related to these funds.

E.Property and equipment

Property and equipment are 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 R&D 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.

F.Leases

We assess our 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. We have 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 our 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, we recognize lease payments as an expense on a straight-line basis over the remaining lease term.

G.Warrant liabilities

Warrants are accounted for as liabilities at their 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 is 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.

H.Fair value of financial instruments

Our 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.

I.Segment reporting

We manage and operate as one business, which is principally the business of development and commercialization of pharmaceutical products. Our business operations are managed by a single executive leadership team, which is led by our chief executive officer. We do not operate separate lines of business with respect to any of our pharmaceutical products being studied in a clinical environment, and we do not prepare discrete financial information with respect to our pharmaceutical products. Accordingly, we view our business as one reportable operating segment with one geographic location.

J.Research and development costs

R&D expenditures for clinical development, including upfront licensing fees and milestone payments associated with products that have not yet been approved by the United States Food and Drug Administration, are charged to R&D expense as incurred. These expenses consist of costs incurred in performing development activities, including salaries and benefits, equity-based compensation expense, preclinical expenses, clinical trial and related clinical manufacturing expenses, contract services and other outside expenses.

Expenses incurred for certain R&D activities, including expenses associated with particular activities performed by contract research organizations, investigative sites in connection with clinical trials and contract manufacturing organizations, are recognized based on an evaluation of the progress or completion of specific tasks using either time-based measures or data such as information provided to us by our vendors on actual activities completed or costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of expense recognition. Expenses for R&D activities incurred that have yet to be invoiced by the vendors that perform the related activities are reflected in the consolidated financial statements as accrued R&D development expenses. Advance payments for goods or services to be received in the future for R&D activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed.

K.Acquired in-process research and development

We include costs to acquire or in-license product candidates in acquired in-process R&D (“IPR&D”). When we acquire 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 IPR&D 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.

L.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 R&D activities. Other significant costs include legal fees related to intellectual property and corporate matters and professional fees for accounting and other services.

M.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.

N.Stock-based compensation

Compensation costs related to equity instruments granted are recognized at the grant-date fair value, which is amortized as compensation expense on a straight-line basis over the service period (generally, the vesting period) for both graded and cliff vesting awards. We have elected to account for forfeitures as they occur.

O.Income taxes

Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and income tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recorded as a component of the income tax provision in the period that includes the enactment date.

Regular assessments are made on the likelihood that our deferred tax assets will be recovered from our future taxable income. Our evaluation is based on estimates, assumptions, and includes an analysis of available positive and negative evidence, giving weight based on the evidence’s relative objectivity. Sources of positive evidence include estimates of future taxable income, future reversal of existing taxable temporary differences, taxable income in carryback years, and available tax planning strategies. Sources of negative evidence include current and cumulative losses in recent years, losses expected in early future years, any history of operating losses or tax credit carryforwards expiring unused, and unsettled circumstances that, if unfavorably resolved, would adversely affect future profit levels.

The remaining carrying value of our deferred tax assets, after recording the valuation allowance on our deferred tax assets, is based on our present belief that it is more likely than not that we will be able to generate sufficient future taxable income to utilize such deferred tax assets. The amount of the remaining deferred tax assets considered recoverable could be adjusted if our estimates of future taxable income during the carryforward period change favorably or unfavorably. To the extent we believe that it is more likely than not that some or all the remaining deferred tax assets will not be realized, we must establish a valuation allowance against those deferred tax assets, resulting in additional income tax expense in the period such determination is made. To the extent a valuation allowance currently exists, we will continue to monitor all positive and negative evidence until we believe it is more likely than not that it is no longer necessary, resulting in an income tax benefit in the period such determination is made.

Our policy is to recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. A significant judgment is required in evaluating our tax positions, and in determining our provisions for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We establish reserves when, despite our belief that the income tax return positions are fully supportable, certain positions are likely to be challenged and we may ultimately not prevail in defending those positions.

P.Foreign currency translation

Our foreign subsidiary, dissolved and liquidated in June 2023, used the South Korean Won (KRW) as its functional currency. We translated the assets and liabilities of our foreign operation into United States (“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 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.

Q.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.

R.Loss per share of common stock

Basic earnings or loss per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the weighted average number of shares of common stock. Diluted earnings per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the sum of the weighted average number of shares of common stock and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued. Potentially dilutive securities include convertible preferred stock, outstanding stock options, non-vested RSUs and outstanding warrants. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share of common stock by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of our common stock can result in a greater dilutive effect from potentially dilutive securities.

S.Concentrations

Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist of cash. Our cash is held by two financial institutions in the U.S. We believe that the two financial institutions are financially sound, and accordingly, minimal credit risk exists with respect to the two financial institutions. Subsequently, in January 2024, we eliminated one of the financial institutions holding our cash to one.

Supplier Risk

In 2022, we entered into an exclusive license agreement (the “2022 License Agreement”) with Dong-A ST Co., Ltd. (“Dong-A”), a related party, 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 we are 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, we may not be able to complete development of DA-1241 or DA-1726.

T.Loss contingencies

In determining whether an accrual for a loss contingency is required, we first assess the likelihood of occurrence of the future event or events that will confirm the loss. When a loss is probable (the future event or events are likely to occur) and the amount of the loss can be reasonably estimated, the estimated loss is accrued. If the reasonable estimate of the loss is a range and an amount within the range appears to be a better estimate than any other amount within the range, that amount should be accrued. However, if no amount within the range is a better estimate, the minimum amount in the range should be accrued.

When a loss is reasonably possible (the chance of the future event or events occurring is more than remote but less than likely), no accrual is recognized.

Stock-based Compensation - Assumptions (Details)	12 Months Ended
Stock-based Compensation - Assumptions (Details)	Dec. 31, 2023	Dec. 31, 2022
Minimum
Share-based compensation
Expected stock price volatility, minimum	82.90%
Expected life of options (years)	5 years
Risk free interest rate, minimum	3.54%
Employee Stock Option [Member]
Share-based compensation
Expected stock price volatility	82.90%
Expected life of options (years)	5 years
Risk free interest rate	3.54%
Employee Stock Option [Member] \| Minimum
Share-based compensation
Expected stock price volatility		80.70%
Expected life of options (years)		5 years 6 months
Risk free interest rate		1.72%
Employee Stock Option [Member] \| Maximum
Share-based compensation
Expected stock price volatility		85.20%
Expected life of options (years)		5 years 9 months 18 days
Risk free interest rate, maximum		3.08%

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Fair Value Measurements - Warrant liability input assumption (Details)	Dec. 31, 2022 $ / shares Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement \| $ / shares	5.76
Risk free Interest Rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement	0.039
Risk free Interest Rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement	0.046
Volatility rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement	0.94
Volatility rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement	1.03
Remaining term \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement	1.0
Remaining term \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement	5.0

Related parties

12 Months Ended

Dec. 31, 2023

Related parties

Related parties

5.Related party

License agreement with Dong-A for DA-1241 and DA-1726

In September 2022, we entered into a license agreement with Dong-A pursuant to which NeuroBo 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 (the “2022 License Agreement”) upon meeting certain financing milestones. The 2022 License Agreement covers the rights to DA-1241 for treatment of MASH and DA-1726 for treatment of obesity and MASH. The 2022 License Agreement also provides that we may develop DA-1241 for the treatment of T2DM.

Under the terms of the 2022 License Agreement, we 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 expenses in the amount of $8,210 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” acquired since none of the rights underlying the Dong-A License Agreement had alternative future uses or had reached a stage of technological feasibility.

Also, Dong-A will be eligible to receive (i) regulatory milestone payments of up to $178,000 for DA-1726 and $138,000 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 us from the commercial sale of products covering DA-1241 or DA-1726.

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 NeuroBo 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 we 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).

As of December 31, 2023, there were no potential milestones under the 2022 License Agreement that were yet considered probable; therefore, no liabilities were recorded.

As of December 31, 2023, Dong-A owns approximately 57% of our outstanding common stock.

Shared services agreement with Dong-A

In September 2022, in conjunction with the 2022 License Agreement, we entered into a shared services agreement with Dong-A (the “Shared Services Agreement”), relating to DA-1241 and DA-1726. The Shared Services Agreement provides that Dong-A may provide technical support, preclinical 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 our clinical requirements of DA-1241 and DA-1726 under the terms provided in the Shared Services Agreement.

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 us which is not cured within 30 days.

We incurred R&D expenses of $2,438 for 2023 under the Shared Services Agreement, which are included in operating expenses in the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2023, we have a payable to Dong-A of $789 under the Shared Services Agreement, which is included in accrued liabilities in the accompanying consolidated balance sheets. We did not incur any expenses or liabilities under the Shared Services Agreement in 2022.

License agreement with Dong-A for NB-01 (a legacy therapeutic program)

In January 2018, we entered into an exclusive license agreement with Dong-A, (the “2018 License Agreement”) which agreement was amended in April 2018 and July 2019. Under the terms of the 2018 License Agreement, we obtained an exclusive, royalty-bearing, worldwide (except for the Republic of Korea) license to make, use, offer to sell, sell and import products covered by certain Dong-A intellectual property rights in its proprietary compound designated as DA-9801 (NB-01). Our license rights cover any and all applications and markets for the therapeutic, health, nutrition or well-being of humans. We may grant sublicenses to any affiliate or third party. We are responsible for all future patent prosecution costs.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
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-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Related parties (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Nov. 30, 2022	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions
External R&D costs			$ 3,822	$ 109
Research and Development Asset Acquired Other than Through Business Combination, Written-off				8,210
Series A Redeemable Convertible Preferred Stock
Related Party Transactions
Issuance of common stock (in shares)	2,200
Series A Preferred stock
Related Party Transactions
Value of shares and warrants issued to purchase common stock		$ 15,000
2022 License Agreements
Related Party Transactions
Cure period for beaching party if cannot be cured within the 60-day period		60 days
Cure period for petition for bankruptcy		30 days
Amount of milestones accrued			0
Period for termination notice when material breach not cured		90 days
Period for failing to cure the beach, the agreement may get terminated		60 days
R&D expenses		$ 8,210
2022 License Agreements \| Series A Redeemable Convertible Preferred Stock
Related Party Transactions
Redeemable convertible Preferred stock, share issued		2,200
Redeemable convertible Preferred Stock, Par Value (in dollar per share)		$ 0.001
DA-1726
Related Party Transactions
Developmental and regulatory milestone payment eligible to be received		$ 178,000
DA-1241
Related Party Transactions
Developmental and regulatory milestone payment eligible to be received		$ 138,000
Shared Services Agreement
Related Party Transactions
Period for failing to cure the beach, the agreement may get terminated		30 days
R&D expenses			2,438
External R&D costs			$ 789	$ 0
Related party \| Dong-A
Related Party Transactions
Percentage of common stock outstanding			57.00%

Prepaid and other current assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid and other current assets
Clinical Costs	$ 13
Other	64	$ 168
Total	$ 77	$ 168

Stock based compensation RSU (Details)	12 Months Ended
Stock based compensation RSU (Details)	Dec. 31, 2023 USD ($) $ / shares shares
Stock-Based Compensation
RSU's, Number grants (in shares) \| shares	173,395
RSU's, Number vested (in shares) \| shares	(25,002)
RSU's, Number forfeited (in shares) \| shares	(7,032)
RSU's Issuable, Number Ending balance (in shares) \| shares	141,361
RSU's Fair value, grants in period (per share)	$ 4.45
RSU's Fair value, vested in period (per share)	3.99
RSU's Fair value, forfeited in period (per share)	4.04
RSU's Fair value, Ending balance (per share)	$ 4.55
Intrinsic value vested \| $	$ 100,000
Intrinsic value, ending balance \| $	523,000
Vested and not released \| $	$ 5,468
Vested and not released (per share)	$ 4.02
RSU's Vested, Ending balance (in shares) \| shares	5,468
RSU's Vested Fair value, Ending balance (per share)	$ 4.02
Vested intrinsic value, ending balance \| $	$ 20,000

Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
External R&D costs	$ 3,822	$ 109
Employee related costs	118	100
Professional service fees	308	23
Other	166	48
Total	4,414	280
Shared Services Agreement
External R&D costs	$ 789	$ 0

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Fair Value Measurements

11.Fair value measurements

Fair value is a market-based measurement, not an entity specific measurement and 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:

Unadjusted quoted prices for identical assets or liabilities in active markets;

Level 2:

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: Unobservable inputs that reflect our 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.

The fair value of financial instruments measured on a recurring basis as of December 31, 2023 and 2022 are as follows:


	As of December 31, 2023								As of December 31, 2022
Description	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	658	$	—	$	658	$	—	$	10,796	$	—	$	—	$	10,796
Total liabilities at fair value	$	658	$	—	$	658	$	—	$	10,796	$	—	$	—	$	10,796

In 2023, we estimated the fair value of the 2022 Warrants using the trading market price of our common stock due to the cashless exercise provision of the 2022 Warrants, which rendered the warrant exercise price to zero. Accordingly, as of December 31, 2023, our warrant liabilities were considered to be Level 2 of the fair value hierarchy.

In 2022, we estimated the fair value of the 2022 Warrants 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. Accordingly, as of December 31, 2022, our warrant liabilities were considered to be Level 3 of the fair value hierarchy. Input assumptions used in the Monte Carlo simulation were as follows:


	As of
	December 31, 2022
Stock price	$	5.76
Exercise price ⁽¹⁾	$	—
Risk free interest rate		3.9-4.6	%
Volatility		94-103	%
Remaining term (years)		1.0-5.0

(1)

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 2023 and 2022:


	Year Ended December 31,
	2023		2022
As of the beginning of period	$	10,796	$	—
Issuance of 2022 warrants		—		24,295
Change in fair value of warrant liabilities		(2,955)		(7,935)
Reclassification of warrant liabilities upon exercise of warrants		(7,183)		(5,564)
As of the end of period	$	658	$	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

Condensed Consolidated Statements of Changes in 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 B Preferred stock Preferred Stock IPO	Series B Preferred stock Preferred Stock	Series B Preferred stock Common Stock	Series B Preferred stock Additional Paid-in Capital	Common Stock IPO	Common Stock	Additional Paid-in Capital IPO	Additional Paid-in Capital	Accumulated Comprehensive Income	Accumulated Deficit	PIPE and license	IPO	Total
Balance at beginning of period at Dec. 31, 2021												$ 96,421	$ 4	$ (81,828)			$ 14,597
Balance at beginning of period (shares) at Dec. 31, 2021										111,052
Increase (Decrease) in Stockholders' Equity
Issuance of common stock and warrants in connection with public offering	$ 10,630														$ 10,630
Issuance of common stock and warrants in connection with public offering (in shares)	3,700
Issuance of common stock					$ 3						$ 5,531					$ 5,534
Issuance of common stock (in shares)					2,602,997				393,375
Conversion of preferred stock to common stock		$ (9,671)	$ 2	$ 9,669		$ (3)		$ 3
Conversion of preferred stock to common stock (in shares)		(3,700)	1,541,667			(2,602,997)	325,375
Transaction costs in connection with private offering and public offering		$ (959)										(499)					(1,458)
Issuance of stock from exercise of warrants										$ 1		5,563					5,564
Issuance of stock from exercise of warrants (in shares)										807,999
Stock-based compensation												854					854
Foreign currency translation adjustment													$ (4)				(4)
Net loss														(13,967)			(13,967)
Balance at end of period at Dec. 31, 2022										$ 3		117,542		(95,795)			21,750
Balance at end of period (shares) at Dec. 31, 2022										3,179,468
Increase (Decrease) in Stockholders' Equity
Issuance of stock from exercise of warrants										$ 2		7,181					7,183
Issuance of stock from exercise of warrants (in shares)										1,701,563
Issuance of stock for vested restricted stock units (in shares)										25,001
Stock-based compensation												222					222
Net loss														(12,470)			(12,470)
Balance at end of period at Dec. 31, 2023										$ 5		$ 124,945		$ (108,265)			$ 16,685
Balance at end of period (shares) at Dec. 31, 2023										4,906,032

Stockholders Equity - Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Nov. 30, 2023	Nov. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2022
Consideration received	$ 15,000	$ 0		$ 40,460
Number of warrants exchanged			8
November 2022 Series A and B
Consideration received		$ 0
Warrants exercise price		$ 0			$ 3.00
Number of warrants exchanged		8
Series A Warrant
Warrants to purchase shares of common stock			846,105	497,645
Number of warrants exchanged			6,768,837	3,981,163
Series B Warrant
Warrants to purchase shares of common stock			855,458	310,354
Number of warrants exchanged			6,843,666	2,482,830

Business, basis of presentation, new accounting standards and summary of significant accounting policies - Additional information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)
Income Taxes
Provision (benefit) for income taxes \| $	$ 0	$ 0
Segment Information
Number of reportable segments	1
Number of operating segments	1
Number of geographical locations	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

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Schedule of fair value of financial instruments measured on recurring basis


	As of December 31, 2023								As of December 31, 2022
Description	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	658	$	—	$	658	$	—	$	10,796	$	—	$	—	$	10,796
Total liabilities at fair value	$	658	$	—	$	658	$	—	$	10,796	$	—	$	—	$	10,796

Schedule of warrant liabilities measured at input assumptions


	As of
	December 31, 2022
Stock price	$	5.76
Exercise price ⁽¹⁾	$	—
Risk free interest rate		3.9-4.6	%
Volatility		94-103	%
Remaining term (years)		1.0-5.0

(1)

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


	Year Ended December 31,
	2023		2022
As of the beginning of period	$	10,796	$	—
Issuance of 2022 warrants		—		24,295
Change in fair value of warrant liabilities		(2,955)		(7,935)
Reclassification of warrant liabilities upon exercise of warrants		(7,183)		(5,564)
As of the end of period	$	658	$	10,796

Prepaid and other current assets

12 Months Ended

Dec. 31, 2023

Prepaid and other current assets

Prepaid and other current assets

2. Prepaid and other current assets

Prepaid and other current assets consist of the following:

Business, basis of presentation, new accounting standards and summary of significant accounting policies (Details) $ in Thousands	1 Months Ended		12 Months Ended
	Dec. 31, 2023 USD ($) shares	Sep. 30, 2022	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares
Sale of Stock
Reverse stock split, ratio	0.13	0.03
Common stock, shares authorized \| shares	100,000,000		100,000,000	100,000,000
Cash	$ 22,435		$ 22,435	$ 33,364
Accumulated deficit	$ 108,265		108,265	95,795
Net losses			12,470	13,967
Net cash used in operating activities			$ 10,799	$ 11,712
Minimum
Sale of Stock
Reverse stock split, ratio	0.13	0.028
Maximum
Sale of Stock
Reverse stock split, ratio	0.20	0.20

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment

Schedule of property and equipment

Prepaid and other current assets (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid and other current assets

Schedule of prepaid expense and other current assets

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Mar. 25, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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	545 Concord Avenue, Suite 210
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02138
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
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 6.9
Entity Common Stock, Shares Outstanding		4,906,032
Auditor Firm ID	243
Auditor Name	BDO USA, P.C.
Auditor Location	Boston Massachusetts
Entity Central Index Key	0001638287
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Stockholders Equity (Details) $ / shares in Units, $ in Thousands	1 Months Ended				12 Months Ended
	Nov. 30, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Nov. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) Vote / shares $ / shares	Dec. 31, 2022 USD ($) shares
Common Stock
Common stock, vote per share \| Vote / shares					1
Dividends Rights
Dividends declared \| $					$ 0
Gross proceeds \| $	$ 15,000		$ 0			$ 40,460
Fair market value of warrant \| $		$ 24,295				24,295
Series A Warrant
Dividends Rights
Shares price (in dollars per share) \| $ / shares			$ 3.00
Number of common stock per Unit			0.125
Number of warrants			5,000,000
Warrants term			1 year
Series B Warrant
Dividends Rights
Shares price (in dollars per share) \| $ / shares			$ 3.00
Number of common stock per Unit			0.125
Number of warrants			5,000,000
Warrants term			5 years
Class A Units [Member]
Dividends Rights
Shares price (in dollars per share) \| $ / shares			$ 3.00
Number of common stock per Unit			0.125
Shares issued (in shares)			3,147,003
Conversion of convertible notes to common stock (in shares)			393,375
Class B Units [Member]
Dividends Rights
Shares price (in dollars per share) \| $ / shares			$ 3.00
Number of common stock per Unit	0.125
Number of Series B Convertible Preferred Stock per Unit			1
Shares issued (in shares)			2,602,997
Conversion of convertible notes to common stock (in shares)			325,375
Class B Units [Member] \| Series A Warrant
Dividends Rights
Number of warrants per unit			1
Class B Units [Member] \| Series B Warrant
Dividends Rights
Number of warrants per unit			1
Series A Redeemable Convertible Preferred Stock
Dividends Rights
Shares issued (in shares)			2,200
Series A Preferred stock
Dividends Rights
Stated value per share \| $ / shares					$ 10,000
Conversion price \| $ / shares					$ 24.00
Dividend rate					5.00%
Number of share converted		1,541,667
Relative fair value attributable to the warrants \| $				$ 15,000
Series B Preferred stock
Dividends Rights
Stated value per share \| $ / shares					$ 3.00
Conversion price \| $ / shares					$ 24.00
Number of share converted		325,375
Public Offering
Dividends Rights
Gross proceeds \| $			$ 17,250			$ 17,250
Public Offering \| Series A Preferred stock
Dividends Rights
Shares issued (in shares)						1,500
Common Stock \| Series A Preferred stock
Dividends Rights
Conversion of convertible notes to common stock (in shares)						1,541,667
Common Stock \| Series B Preferred stock
Dividends Rights
Conversion of convertible notes to common stock (in shares)						325,375
Minimum
Dividends Rights
Expected life of options (years)					5 years

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
External R&D costs	$ 3,822	$ 109
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	4,906,032	3,179,502
Common stock, shares outstanding	4,906,032	3,179,502
Shared Services Agreement
External R&D costs	$ 789	$ 0
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

Stock-based Compensation - Stock Options (Details) - $ / shares	1 Months Ended	12 Months Ended
	Jan. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Stock Options, Additional Disclosures
Options Exercisable Beginning		2,238
Options Exercisable Ending	848	4,577	2,238
Options Exercisable, beginning (in dollars per share)		$ 1,173.60
Options Exercisable, ending (in dollars per share)	$ 1,922.40	$ 391.04	$ 1,173.60
Options, Outstanding, Weighted Average Remaining Contractual Term (years)	9 years 3 months 18 days
Options Exercisable (years)	8 years 2 months 12 days	8 years 7 months 6 days	8 years 1 month 6 days
Number of shares authorized		469,820
2021 Plan
Stock Options, Additional Disclosures
Number of shares authorized		4,166
2019 Plan
Stock Options, Additional Disclosures
Outstanding, Number, Ending Balance (in shares)		1,908
2022 Plan
Stock Options, Additional Disclosures
Outstanding, Number, Ending Balance (in shares)		2,792
Employee Stock Option [Member]
Stock Options, Additional Disclosures
Outstanding, Number, Beginning Balance (in shares)		4,560
Granted (in shares)		3,125	750
Forfeited/Cancelled (in shares)		(2,985)	(250)
Outstanding, Number, Ending Balance (in shares)	4,060	4,700	4,560
Outstanding, Weighted Average Exercise Price, Beginning Balance (in dollars per share)		$ 796.96
Granted (in dollars per share)		5.36	$ 142.64
Forfeited/Cancelled (in dollars per share)		596.32	1,449.60
Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share)	$ 957.76	$ 398.30	$ 796.96
Options, Outstanding, Weighted Average Remaining Contractual Term (years)		8 years 7 months 6 days	8 years 6 months
Weighted average fair value per share of options granted		$ 3.63	$ 99.44
Maximum \| Employee Stock Option [Member] \| 2019 Plan
Stock Options, Additional Disclosures
Expiration period		10 years

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Research and development	$ 9,158	$ 2,778
Acquired in-process research and development		8,210
General and administrative	6,728	8,640
Total operating expenses	15,886	19,628
Loss from operations	(15,886)	(19,628)
Other income (expense):
Financing expense		(2,191)
Change in fair value of warrant liabilities	2,955	7,935
Interest income	461
Other expense		(83)
Total other income	3,416	5,661
Loss before income taxes	(12,470)	(13,967)
Provision for income taxes	0	0
Net loss	(12,470)	(13,967)
Other comprehensive loss, net of tax		(4)
Comprehensive loss	$ (12,470)	$ (13,971)
Loss per share:
Net loss per share, basic	$ (2.46)	$ (43.42)
Net loss per share, diluted	$ (2.46)	$ (43.42)
Weighted average shares of common stock outstanding:
Basic (in shares)	5,071,101	321,703
Diluted (in shares)	5,071,101	321,703

Income Taxes - Significant components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Federal and state operating loss carryforwards	$ 2,107	$ 370
Foreign operating loss carryforwards	0	176
Acquired intangibles	2,803	3,095
Stock-based compensation	392	467
Lease liability	49
Capitalized R&D expenses	2,315	278
Other	34	16
Research and development credit carryforwards	26	26
Total gross deferred income tax assets	7,726	4,428
Valuation allowance	(7,676)	(4,428)
Gross deferred tax assets, net of valuation allowance	50
Deferred tax liabilities:
ROU Asset	(49)
Other	(1)
Gross deferred income tax liabilities	(50)
Domestic
Deferred tax assets:
Valuation allowance	$ (7,676)	(4,252)
Foreign
Deferred tax assets:
Valuation allowance		$ (176)

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

6. Commitments and contingencies

Operating lease

In August 2023, we entered into a non-cancelable operating lease for our new corporate headquarters in Cambridge, Massachusetts. The initial lease term is for three years with an option to renew for an additional two-year term. The lease commenced in September 2023 and expires in August 2026. We recorded lease rental expense of $29 and made lease cash payment of $28 for 2023.

As of December 31, 2023, our lease liability, which represents the net present value of future lease payments, was calculated utilizing a discount rate of 11%, which corresponds to our estimated incremental borrowing rate.

The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2023:


	Operating
	Lease
2024	$	86
2025		89
2026		60
Total lease payments		235
Less effect of discounting		(32)
Total		203
Short-term portion		67
Long-term portion	$	136

Additionally, we had short-term operating leases for our former corporate headquarters located in Boston, Massachusetts and a former facility in Korea. The lease for our former corporate headquarters and former Korean facility terminated in January 2024 and April 2022, respectively. In the aggregate, we recorded rental expense of $22 and $30 for 2023 and 2022, respectively, for these two former leases.

Contingent payments and license agreements

We have certain contractual contingent payments under various merger or license agreements executed between 2019 and 2020 for our legacy therapeutic programs. Since we have discontinued the clinical development of our legacy therapeutic programs, we believe any contractual payments to be paid by us or to be received by us under these agreements are remote. Therefore, as of December 31, 2023, no liabilities or assets were recorded in the accompanying consolidated financial statements.

Legal proceedings

From time to time, we may be involved in various claims and legal proceedings arising out of our ordinary course of business. We are not currently a party to any claims or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business and consolidated financial statements. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Purchase commitments

We enter into contracts in the normal course of business with various third parties for clinical trials, preclinical research studies, and testing, manufacturing, and other services and products for operating purposes. These contracts provide for termination upon notice. Payments due upon cancellation generally consist only of payments for services provided or expenses incurred, including non-cancellable obligations of our service providers, up to the date of cancellation. There are no minimum purchase requirements under these contracts.

Off-balance sheet arrangements

As of December 31, 2023 and 2022 we had no off-balance sheet arrangements that have had or are reasonably likely to have current or future effects on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Employment agreements

We have entered into employment agreements with certain of our executives that provide for compensation and certain other benefits. Under certain circumstances, including a change in control, some of these agreements provide for severance or other payments, if those circumstances occur during the term of the employment agreement.

In January 2023, our former chief executive officer and president (“former executive”) resigned from NeuroBo, and we entered into a Separation and Release Agreement (the “Separation Agreement”) with the former executive. Pursuant to the terms and conditions of the Separation Agreement, the former executive received (i) severance pay of $100 and (ii) annual bonus for 2022 of $100.

Employee benefit plan

We adopted a 401(k) defined contribution plan in November 2018, which became effective in January 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 for 2023 and 2022.

Loss per share of common stock - Computation of Basic and Diluted Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Loss per share of common stock
Net loss	$ (12,470)	$ (13,967)
Weighted average common shares for basic loss per common share	5,071,101	321,703
Weighted average common shares for diluted loss per common share	5,071,101	321,703
Loss per common share, basic	$ (2.46)	$ (43.42)
Loss per common share, diluted	$ (2.46)	$ (43.42)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Loss per share of common stock

12 Months Ended

Dec. 31, 2023

Loss per share of common stock

Loss Per Common Share

10.Loss per share of common stock

The following table sets forth the computation of basic and diluted loss per share of common stock for the periods presented


	Year Ended December 31,
	2023		2022
Numerator:
Net loss	$	(12,470)	$	(13,967)
Denominator:
Weighted average shares of common stock, basic		5,071,101		321,703
Effect of dilutive securities		—		—
Weighted average shares of common stock, diluted		5,071,101		321,703
Loss per share of common stock, basic and diluted	$	(2.46)	$	(43.42)

Our basic weighted average shares of common stock include the 2022 Warrants given that these instruments are exchangeable into common stock for which no additional consideration is required from the holder. Since we reported a net loss for 2023 and 2022, our potentially dilutive securities are deemed to be anti-dilutive, accordingly, there was no effect of dilutive securities. Therefore, our basic and diluted loss per share of common stock and our basic and diluted weighted average shares of common stock are the same for 2023 and 2022.

The following table sets forth the outstanding securities as of the periods presented which were not included in the calculation of diluted earnings per share of common stock during 2023 and 2022:


	As of December 31,
	2023	2022
Stock options	4,700	4,560
RSUs	141,361	—
Warrants (excluding 2022 Warrants)	25,976	28,541

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (12,470)	$ (13,967)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

Schedule of loss before income taxes


	Year Ended December 31,
	2023		2022
United States	$	(12,468)	$	(14,559)
Foreign		(2)		592
Loss before income taxes	$	(12,470)	$	(13,967)

Schedule of components of income tax provision (benefit)


	Year Ended December 31,
	2023		2022
Income tax (benefit) provision:
Current
United States	$	—	$	—
Foreign		—		—
Total current income tax provision		—		—
Deferred
United States		(3,424)		26,183
Foreign		176		148
Total deferred income tax (benefit) provision		(3,248)		26,331
Change in valuation allowance - United States		3,424		(26,183)
Change in valuation allowance - Foreign		(176)		(148)
Income tax provision	$	—	$	—

Schedule of reconciliation between income tax computed at the statutory U.S. federal statutory rate and the consolidated effective tax rate


	Year Ended December 31,
	2023		2022
Income tax (benefit) provision at federal statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	3.0		7.2
Change in state tax rate	(1.4)		—
Change in fair value of warrant liabilities	5.7		11.9
R&D credits	—		1.2
Transaction costs	—		(3.3)
Section 382 limitation adjustment attributes	—		(225.1)
Other	(0.8)		(1.5)
Valuation allowance	(27.5)		188.6
Effective tax rate	—	%	—	%

Schedule of deferred tax assets and liabilities


	As of December 31,
	2023		2022
Gross deferred income tax assets:
Federal and state operating loss carryforwards	$	2,107	$	370
Foreign operating loss carryforwards		—		176
Acquired intangibles		2,803		3,095
Stock-based compensation		392		467
Lease liability		49		-
Capitalized R&D expenses		2,315		278
Other		34		16
R&D credit carryforwards		26		26
Total gross deferred income tax assets		7,726		4,428
Valuation allowance - U.S. federal		(7,676)		(4,252)
Valuation allowance - foreign		—		(176)
Gross deferred tax assets, net of valuation allowance		50		—
Gross deferred tax liabilities:
ROU asset		(49)		—
Other		(1)		—
Gross deferred income tax liabilities		(50)		—
Deferred income tax assets, net	$	—	$	—

Commitments and Contingencies - Contingent payments and license agreements (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies
Contingent liabilities recorded	$ 0
Contingent assets recorded	$ 0

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

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 our Board. There have been no dividends declared on common stock to date as of December 31, 2023. In the event of any liquidation, dissolution, or winding-up of NeuroBo, the holders of common stock shall be entitled to share in the remaining assets of NeuroBo available for distribution post preferential distributions made to holders of our preferred stock.

Preferred stock

The rights of the designated Series A Preferred Stock and designated 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, we 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 business, mortgaged, assigned, pledged, leased, granted a security interest in, or encumbered any of our assets.

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

Series A Preferred Stock: Upon any Liquidation of NeuroBo, whether voluntary or involuntary, after the satisfaction in full of our debts and the payment of any liquidation preference owed to the holders of shares of our capital stock ranking senior to the Series A Preferred Stock upon liquidation, but before any distribution or payment out of our assets 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 NeuroBo, whether voluntary or involuntary, the holders would be entitled to receive out of our assets, whether capital or surplus, 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 we were to obtain 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 us 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 of preferred stock 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 $24.00 per share of common stock (as adjusted for the 2023 Reverse Stock Split).

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 we were 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 us 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, we 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 we 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.

In December 2022, all shares of the Series A Preferred Stock were converted into 1,541,667 shares of our common stock.

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 of preferred stock by the conversion price in effect. The conversion price for the Series B Preferred Stock was equal to $24.00 per share of common stock (as adjusted for the 2023 Reverse Stock Split).

In December 2022, all shares of the Series B Preferred Stock were converted into 325,375 shares of our common stock.

Fundamental Transaction. If, at any time while shares of the Preferred Stock were outstanding, NeuroBo, directly or indirectly, in one or more related transactions effected any merger or consolidation of NeuroBo, 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 NeuroBo, 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

In September 2022, we entered into a Securities Purchase Agreement with Dong-A (the “Securities Purchase Agreement”). Pursuant to the Securities Purchase Agreement, Dong-A agreed to purchase shares of our Series A Preferred Stock and warrants to purchase shares of our 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 $15,000 exclusive of the Dong-A Financing (the “Qualified Financing”).

In November 2022, we closed on an underwritten public offering (the “2022 Public Offering”) and received gross proceeds of $17,250. The 2022 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 (a) one-eighth (1/8) share of common stock (as adjusted for the 2023 Reverse Stock Split), which equates to 393,375 shares of common stock, (b) one Series A Warrant (the “Series A Warrants”) to purchase one-eighth (1/8) share of common stock for a purchase price of $3.00 per warrant that expires on the one year anniversary following the initial exercise date and (c) one Series B Warrant (the “Series B Warrants”) to purchase one-eighth (1/8) share of common stock, for a purchase price of $3.00 per warrant, 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 (a) one share of Series B convertible preferred stock (the “Series B Preferred Stock”), convertible into one-eighth (1/8) share of common stock (as adjusted for the 2023 Reverse Stock Split), which equates to 325,375 shares of common stock, (b) one Series A Warrant and (c) 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-eighth (1/8) share of common stock (as adjusted for the 2023 Reverse Stock Split) for no additional consideration.

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

amount of $15,000 in connection with the Dong-A Financing. In 2023, all of the Dong-A Warrants were converted into shares of our common stock.

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 in December 2022, at which time, all of the Series A Preferred Stock was automatically converted into shares of our common stock.

The Series B Convertible Preferred Stock was classified in stockholders’ equity upon issuance as there were no other provisions precluding equity treatment. In December 2022, all of the Series B Preferred Stock had been converted into shares of our 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 obtained as required under Nasdaq rules. We recorded these warrants as a liability at their 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, we 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 us in the 2022 Transaction:


	Consideration
	Received		Classification
Dong-A License Agreement	$	8,210	Acquired IPR&D
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 estimated 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 $3,569 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 $2,191 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 shares of common stock 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 estimated fair value of the Series A Preferred Stock upon issuance was $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 estimated fair value for the 2022 Warrants was equal to the trading market price of our common stock due to the cashless exercise provision of the 2022 Warrants, which rendered the warrant exercise price to zero, prior to taking into account the probability factor of stockholder approval factor at 90%. The aggregate estimated fair value of the 2022 Warrants was $24,295 on their issuance date.

Warrants

The following warrants were outstanding as of December 31, 2023 and 2022:


		Shares of Common
		Stock Issuable for
		Outstanding Warrants
		as of December 31,		Exercise		Expiration
Warrant Issuance		2023	2022	Price		Date
July 2018	⁽¹⁾	6	6	$	44,820.00	July 2028
April 2020	⁽¹⁾	159	159	$	3,000.00	April 2025
January 2021	⁽¹⁾	10,421	10,421	$	1,447.20	July 2026
October 2021	⁽¹⁾	15,390	17,955	$	900.00	April 2025
November 2022 Series A	⁽²⁾	—	846,105	$	-	December 2023
November 2022 Series B	⁽²⁾	177,938	1,033,396	$	-	December 2027
Total		203,914	1,908,042

(1)

(2)

The outstanding warrants are all exercisable as of December 31, 2023. Additionally, the 2022 Warrants have a cashless exercise provision whereby eight warrants can be exchanged for one share of common stock for no additional consideration, which renders the $3.00 per warrant exercise price to be zero. In 2023, 6,768,837 Series A Warrants and 6,843,666 Series B Warrants were exchanged for 846,105 shares and 855,458 shares of our common stock, respectively. In 2022, 3,981,163 Series A Warrants and 2,482,830 Series B Warrants were exchanged for 497,645 shares and 310,354 shares of our common stock

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 14
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (a)
-Publisher FASB
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (b)
-Publisher FASB
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Stock-based Compensation

12 Months Ended

Dec. 31, 2023

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 consolidated statements of operations and comprehensive loss:


	Year Ended December 31,
	2023		2022
General and administrative	$	178	$	854
Research and development		44		-
Total stock-based compensation	$	222	$	854

Unrecognized stock-based compensation cost for stock options and RSUs granted under the 2019 Plan, the 2021 Inducement Plan and the 2022 Plan is $556 as of December 31, 2023. The unrecognized stock-based expense is expected to be recognized over a weighted average period of 1.7 years.

Stock-based award plans

In December 2019, in connection with the 2019 Merger, we assumed a previously adopted stock option plan (the “2018 Plan”) and adopted the 2019 Equity Incentive Plan (the “2019 Plan”). Additionally, we adopted the 2021 Inducement Plan in November 2021 and the 2022 Equity Incentive Plan (the “2022 Plan”) in December 2022. The 2018 Plan, 2019 Plan, 2021 Inducement Plan and 2022 Plan provide for the grant of stock options, restricted stock, RSUs and other equity awards of our common stock to employees, officers, consultants, and directors. Stock options granted under any of these plans expire within a period of not more than ten years from the date of grant. In May 2022, we terminated the 2018 Plan, and there were no outstanding awards under the 2018 Plan as of the date of termination.

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 shares of common stock outstanding as of January 1st, or a lesser amount as determined by the Board. In January 2023 and 2024, no shares were added to the 2022 Plan in connection with this evergreen provision. In January 2022, 4,444 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 granted from the 2019 Plan, and any shares for forfeited awards are carryover to the 2022 Plan. As of December 31, 2023, there were (i) 1,908 stock options outstanding under the 2019 Plan, and (ii) 2,792 stock options outstanding and 141,361 RSUs outstanding under the 2022 Plan. As of December 31, 2023, we had an aggregate 469,820 shares available for future issuance, of which 4,166 shares and 465,654 shares were under the 2021 Inducement Plan and the 2022 Plan, respectively.

Stock options

The following table summarizes the status of our outstanding and exercisable options and related transactions for each for the following years:


	Outstanding						Exercisable
	Shares of			Weighted			Shares of			Weighted
	Common	Weighted		Average			Common	Weighted		Average
	Stock	Average		Remaining	Aggregate		Stock	Average		Remaining	Aggregate
	Issuable	Exercise		Contractual	Intrinsic		Issuable	Exercise		Contractual	Intrinsic
	for Options	Price		Term (years)	Value		for Options	Price		Term (years)	Value
As of January 1, 2022	4,060	$	957.76	9.3	$	—	848	$	1,922.40	8.2	$	—
Granted	750		142.64	—		—
Forfeited/Cancelled	(250)		1,449.60	—		—
As of December 31, 2022	4,560		796.96	8.5		—	2,238		1,173.60	8.1		—
Granted	3,125		5.36	—		—
Forfeited/Cancelled	(2,985)		596.32	—		—
As of December 31, 2023	4,700	$	398.30	8.6	$	—	4,577	$	391.04	8.6	$	—

The weighted average fair value per share of stock options granted for 2023 and 2022 was $3.63 and $99.44, respectively. We estimated the grant date fair value of stock options granted to employees, consultants, and directors using the Black-Scholes option pricing model. We do not have history to support a calculation of volatility and expected term; as such, we have used a weighted-average volatility considering the volatilities of several guideline companies. In identifying similar entities, we considered characteristics such as industry, length of trading history, and stage of life cycle. The assumed dividend yield was based on our expectation of not paying dividends in the foreseeable future. The average expected life of the stock options was determined based on the mid-point between the vesting date and the end of the contractual term, known as the “simplified method,” 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 assumptions used in the Black-Scholes option-pricing model are as follows:


	Year Ended December 31,
	2023		2022
Expected stock price volatility	82.9	%	80.7-85.2	%
Expected life of stock options (years)	5.0		5.5-5.8
Expected dividend yield	—	%	—	%
Risk free interest rate	3.54	%	1.72-3.08	%

Restricted Stock Units

The following table summarizes the status of our RSUs and related transactions:


	Outstanding					Vested
	Shares of	Average				Shares of	Average
	Common Stock	Grant Date		Aggregate		Common Stock	Grant Date		Aggregate
	Issuable	Fair Value		Intrinsic		Issuable	Fair Value		Intrinsic
	for RSUs	Price		Value		for RSUs	Price		Value
As of January 1, 2023	—	$	—	$	—	—	$	—	$	—
Granted	173,395		4.45			—		—
Vested and released	(25,002)		3.99		100	—		—
Vested and not released	—		—			5,468		4.02
Forfeited/Cancelled	(7,032)		4.04			—		—
As of December 31, 2023	141,361	$	4.55	$	523	5,468	$	4.02	$	20

We estimated the grant date fair value of restricted stock units granted to employees, consultants, and directors based on the closing sales price of our common stock as reported on Nasdaq on the date of grant.

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued liabilities

Schedule of accrued liabilities


	As of December 31,
	2023		2022
External R&D costs (including related party payable of $789 and $0 as of December 31, 2023 and 2022, respectively)	$	3,822	$	109
Employee related costs		118		100
Professional service fees		308		23
Other		166		48
Total	$	4,414	$	280

Income Taxes - Reconciliation of income tax (Details)	12 Months Ended
Income Taxes - Reconciliation of income tax (Details)	Dec. 31, 2023	Dec. 31, 2022
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)	3.00%	7.20%
Change in state tax rate (as a percent)	(1.40%)
R&D credits		1.20%
Transaction costs (as percent)		(3.30%)
Change in fair value of warrant liability (as percent)	5.70%	11.90%
Section 382 limitation adjustment attributes (as percent)		(225.10%)
Other (as a percent)	(0.80%)	(1.50%)
Valuation allowance (as a percent)	(27.50%)	188.60%
Effective tax rate (as a percent)	0.00%	0.00%

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation

Schedule of stock-based compensation expense


	Year Ended December 31,
	2023		2022
General and administrative	$	178	$	854
Research and development		44		-
Total stock-based compensation	$	222	$	854

Schedule of stock option plan activity


	Outstanding						Exercisable
	Shares of			Weighted			Shares of			Weighted
	Common	Weighted		Average			Common	Weighted		Average
	Stock	Average		Remaining	Aggregate		Stock	Average		Remaining	Aggregate
	Issuable	Exercise		Contractual	Intrinsic		Issuable	Exercise		Contractual	Intrinsic
	for Options	Price		Term (years)	Value		for Options	Price		Term (years)	Value
As of January 1, 2022	4,060	$	957.76	9.3	$	—	848	$	1,922.40	8.2	$	—
Granted	750		142.64	—		—
Forfeited/Cancelled	(250)		1,449.60	—		—
As of December 31, 2022	4,560		796.96	8.5		—	2,238		1,173.60	8.1		—
Granted	3,125		5.36	—		—
Forfeited/Cancelled	(2,985)		596.32	—		—
As of December 31, 2023	4,700	$	398.30	8.6	$	—	4,577	$	391.04	8.6	$	—

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


	Year Ended December 31,
	2023		2022
Expected stock price volatility	82.9	%	80.7-85.2	%
Expected life of stock options (years)	5.0		5.5-5.8
Expected dividend yield	—	%	—	%
Risk free interest rate	3.54	%	1.72-3.08	%

Schedule of Restricted Stock Units


	Outstanding					Vested
	Shares of	Average				Shares of	Average
	Common Stock	Grant Date		Aggregate		Common Stock	Grant Date		Aggregate
	Issuable	Fair Value		Intrinsic		Issuable	Fair Value		Intrinsic
	for RSUs	Price		Value		for RSUs	Price		Value
As of January 1, 2023	—	$	—	$	—	—	$	—	$	—
Granted	173,395		4.45			—		—
Vested and released	(25,002)		3.99		100	—		—
Vested and not released	—		—			5,468		4.02
Forfeited/Cancelled	(7,032)		4.04			—		—
As of December 31, 2023	141,361	$	4.55	$	523	5,468	$	4.02	$	20

Stockholders Equity - Warrants (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Warrants
Number of Warrants	203,914	1,908,042
Warrants Exercise Price 44,820.00
Warrants
Number of Warrants	6	6
Exercise Price	$ 44,820.00
Warrants Exercise Price 3,000.00
Warrants
Number of Warrants	159	159
Exercise Price	$ 3,000.00
Warrants Exercise Price 1,447.20
Warrants
Number of Warrants	10,421	10,421
Exercise Price	$ 1,447.20
Warrants Exercise Price 900.00 [Member]
Warrants
Number of Warrants	15,390	17,955
Exercise Price	$ 900.00
$0.00
Warrants
Number of Warrants		846,105
$0.00
Warrants
Number of Warrants	177,938	1,033,396

Commitments and Contingencies - Operating Leases - (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Aug. 31, 2023
Commitments and Contingencies
Right-of-use assets and other		$ 202
Lease asset liability		203
Non-cash expense related to Korea lease		$ 223
Dong A ST License Agreement
Commitments and Contingencies
Cure period for beaching party if cannot be cured within the 60-day period	60 days
Cure period for petition for bankruptcy	30 days
New Corporate Headquarters Lease
Commitments and Contingencies
Term of contract				3 years
Renewal term				2 years
Operating lease discount rate		11.00%
Rental expense		$ 29
Operating lease cash payments		28
Former Corporate Headquarters Lease
Commitments and Contingencies
Rental expense		$ 22	$ 30

Commitments and Contingencies - Employment agreements and Employee benefit plan (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Jan. 31, 2023	Jan. 31, 2019	Dec. 31, 2023	Dec. 31, 2022
License Agreements
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
Former Chief Executive Officer
License Agreements
Annual base salary	$ 100
Workforce reduction related expenses	$ 100
Maximum
License Agreements
Employee compensation deferred percentage		90.00%

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

9.Income taxes

Our loss before income taxes is as follows:


	Year Ended December 31,
	2023		2022
United States	$	(12,468)	$	(14,559)
Foreign		(2)		592
Loss before income taxes	$	(12,470)	$	(13,967)

The components of our income tax provision are as follows:


	Year Ended December 31,
	2023		2022
Income tax (benefit) provision:
Current
United States	$	—	$	—
Foreign		—		—
Total current income tax provision		—		—
Deferred
United States		(3,424)		26,183
Foreign		176		148
Total deferred income tax (benefit) provision		(3,248)		26,331
Change in valuation allowance - United States		3,424		(26,183)
Change in valuation allowance - Foreign		(176)		(148)
Income tax provision	$	—	$	—

Our effective tax rate for 2023 and 2022 was zero percent. A reconciliation between income tax computed at the statutory U.S. federal statutory rate and the consolidated effective tax rate is as follows:


	Year Ended December 31,
	2023		2022
Income tax (benefit) provision at federal statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	3.0		7.2
Change in state tax rate	(1.4)		—
Change in fair value of warrant liabilities	5.7		11.9
R&D credits	—		1.2
Transaction costs	—		(3.3)
Section 382 limitation adjustment attributes	—		(225.1)
Other	(0.8)		(1.5)
Valuation allowance	(27.5)		188.6
Effective tax rate	—	%	—	%

The significant components of our deferred tax assets and liabilities are as follows:


	As of December 31,
	2023		2022
Gross deferred income tax assets:
Federal and state operating loss carryforwards	$	2,107	$	370
Foreign operating loss carryforwards		—		176
Acquired intangibles		2,803		3,095
Stock-based compensation		392		467
Lease liability		49		-
Capitalized R&D expenses		2,315		278
Other		34		16
R&D credit carryforwards		26		26
Total gross deferred income tax assets		7,726		4,428
Valuation allowance - U.S. federal		(7,676)		(4,252)
Valuation allowance - foreign		—		(176)
Gross deferred tax assets, net of valuation allowance		50		—
Gross deferred tax liabilities:
ROU asset		(49)		—
Other		(1)		—
Gross deferred income tax liabilities		(50)		—
Deferred income tax assets, net	$	—	$	—

The realization of our deferred income tax assets is primarily dependent upon future taxable income, if any, and such income is uncertain in both amount and timing. We have had significant pre-tax losses since our inception, and we have not yet generated revenues and face significant challenges to becoming profitable. Accordingly, we have recorded a valuation allowance of $7,676 and $4,428 as of December 31, 2023 and 2022, respectively. U.S. federal deferred income tax assets will continue to require a valuation allowance until we can demonstrate their realizability through sustained profitability or another source of income.

As of December 31, 2023 and 2022, our U.S. federal net operating loss (“NOL”) carryforwards were $8,764 and $1,521, respectively. We had U.S. federal R&D credit carryforwards of $24 as of December 31, 2023 and 2022. Since our U.S. federal net operating losses were incurred after December 31, 2017, U.S NOL and R&D credit carryforwards will not expire. As of December 31, 2023 and 2022, we had state NOL carryforwards of $4,427 and $809, respectively. We had state R&D credit carryforwards of $2 as of December 31, 2023 and 2022, respectively. Our state NOL and R&D credit carryforwards will begin to expire in 2042, if not utilized. Lastly, since the foreign subsidiary that generated the foreign losses was dissolved and liquidated in June 2023, the recorded value of foreign NOL and related deferred tax asset have been reduced to zero. Accordingly, we had no foreign NOL carryforwards as of December 31, 2023 and $704 of foreign NOL carryforwards as of December 31, 2022.

Our ability to utilize our NOL and R&D credit carryforwards have been and may be substantially limited due to the ownership changes that have occurred or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. We completed a Section 382 study in 2022, and we determined that, 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, $99,012 and $48,385 of U.S. federal and state NOL carryforwards, respectively, were written off with a corresponding offset to the full valuation allowance. Additionally, $1,176 and $581 of U.S. federal and state R&D credit carryforwards, respectively, were written off with a corresponding offset to the full valuation allowance.

We recognize interest and/or penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of December 31, 2023 and 2022, and as such, no interest or penalties were recorded to income tax expense.

Our U.S. corporate tax returns are subject to examination beginning with the 2019 tax year for U.S. 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details