0001558370-21-004356 | 10-K | XBRL Viewer | Neurobo Pharmaceuticals INC

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2020	Apr. 09, 2021	Jun. 28, 2020
Cover [Abstract]
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	NeuroBo Pharmaceuticals, Inc.
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	NRBO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		22,171,182
Entity Central Index Key	0001638287
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 23.4

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 10,089	$ 13,908
Restricted cash		15
Prepaid expenses	546	153
Other assets	48	42
Total current assets	10,683	14,118
Right-of-use assets and other	130	150
Property and equipment, net	155	200
Total assets	10,968	14,468
Current liabilities:
Accounts payable	2,575	638
Accrued liabilities	1,096	1,422
Lease liability, short-term	24	22
Total current liabilities	3,695	2,082
Lease liability, long-term	70	94
Total liabilities	3,765	2,176
Commitments and contingencies (Notes 4, 5, 6 and 14)
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of December 31, 2020 and 2019, respectively; no shares issued or outstanding as of December 31, 2020 and 2019.
Common stock, $0.001 par value per share, 100,000,000 shares authorized as of December 31, 2020 and 2019; 19,671,182 and 15,592,718 shares issued and outstanding as of December 31, 2020 and 2019, respectively.	20	16
Additional paid–in capital	73,713	49,130
Accumulated other comprehensive income	14	12
Accumulated deficit	(66,544)	(36,866)
Total stockholders’ equity	7,203	12,292
Total liabilities and stockholders’ equity	$ 10,968	$ 14,468

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating expenses:
Research and development	$ 4,531	$ 5,324
Acquired in‑process research and development	17,339	12,151
General and administrative	7,846	2,701
Total operating expenses	29,716	20,176
Loss from operations	(29,716)	(20,176)
Loss on note extinguishment		(1,114)
Interest income (expense), net	39	(22)
Other expense, net	(1)
Loss before income taxes	(29,678)	(21,312)
Provision for income taxes	0
Net loss	(29,678)	(21,312)
Other comprehensive loss (loss):
Other comprehensive income, net of tax	2	10
Comprehensive loss	$ (29,676)	$ (21,302)
Loss per share:
Net loss per share, basic and diluted	$ (1.83)	$ (4.08)
Weighted average common shares outstanding:
Basic and diluted	16,217,339	5,224,178

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Series A and Series B Redeemable Convertible Preferred Stock Common Stock	Series A and Series B Redeemable Convertible Preferred Stock Additional Paid-in Capital	Series A and Series B Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive (loss) Income	Accumulated Deficit	Total
Balance at beginning of period at Dec. 31, 2018					$ 2,266	$ 2	$ (15,554)	$ (13,286)
Balance at beginning of period (shares) at Dec. 31, 2018				5,166,812
Increase (Decrease) in Stockholders' Equity
Extinguishment of related party convertible notes net of substantial premium					732			732
Conversion into common stock					651			651
Conversion into common stock (in shares)				1,565,300
Conversion of Series A and B redeemable convertible preferred stock into common stock	$ 1	$ 40,911	$ 40,912
Conversion of Series A and B redeemable convertible preferred stock into common stock (in shares)	8,264,613
Exercise of stock options					1			1
Exercise of stock options (in shares)				1,143
Issuance of common stock in connection with equity financing				$ 15	4,451			4,466
Issuance of common stock in connection with equity financing (in shares)				594,850
Stock–based compensation					118			118
Foreign currency translation adjustment						10		10
Net loss							(21,312)	(21,312)
Balance at end of period at Dec. 31, 2019				$ 16	49,130	12	(36,866)	12,292
Balance at end of period (shares) at Dec. 31, 2019				15,592,718
Increase (Decrease) in Stockholders' Equity
Exercise of stock options					53			53
Exercise of stock options (in shares)				84,589
Issuance of common stock in connection with equity financing				$ 1	7,499			7,500
Issuance of common stock in connection with equity financing (in shares)				750,000
Issuance of common stock to former ANA stockholders and effect of asset acquisition				$ 3	17,027			$ 17,030
Issuance of common stock to former ANA stockholders and effect of asset acquisition(shares)				3,243,875				3,243,875
Transaction costs in connection with equity financing					(984)			$ (984)
Stock–based compensation					699			699
Issuance of broker warrants in connection with equity financing					289			289
Foreign currency translation adjustment						2		2
Net loss							(29,678)	(29,678)
Balance at end of period at Dec. 31, 2020				$ 20	$ 73,713	$ 14	$ (66,544)	$ 7,203
Balance at end of period (shares) at Dec. 31, 2020				19,671,182

Consolidated Statements of Redeemable Convertible Preferred Stock - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Redeemable Convertible Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Balance		$ 16,746
Balance (in shares)		4,801,020
Issuance of redeemable convertible preferred stock, net issuance costs	$ 0
Issuance of redeemable convertible preferred stock, net issuance costs (in shares)	0
Redeemable Convertible Preferred Stock \| Series A and Series B Redeemable Convertible Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of Series A and B redeemable convertible preferred stock into common stock		$ (40,912)
Conversion of Series A and B redeemable convertible preferred stock into common stock (in shares)		(8,264,613)
Redeemable Convertible Preferred Stock \| Series B Redeemable Convertible Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of redeemable convertible preferred stock, net issuance costs		$ 24,166
Issuance of redeemable convertible preferred stock, net issuance costs (in shares)		3,463,593

Consolidated Statements of Cash Flows - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating activities
Net loss	$ (29,678)	$ (21,312)
Adjustments to reconcile net loss to net cash used in operating activities:
In process research and development, non-cash portion	17,339	12,151
Stock-based compensation	699	118
Non cash interest related to convertible notes - related party		129
Loss on note extinguishment - related party		1,114
Non-cash lease expense	21
Depreciation	46	17
Change in assets and liabilities, net of the effects of the asset acquisitions:
Prepaid expenses and other assets	33	824
Accounts payable	1,123	(1,046)
Accrued and other liabilities	(347)	966
Net cash used in operating activities	(10,764)	(7,039)
Investing activities
Cash acquired in connection with asset acquisitions	180	1,525
Transaction costs in connection with asset acquisitions	(107)	(7,368)
Purchases of property and equipment	(4)	(214)
Net cash provided by (used in) investing activities	69	(6,057)
Financing activities
Proceeds from issuance of redeemable preferred stock		24,240
Proceeds from equity offering	7,500
Issuance costs	(695)	(74)
Exercise of stock options	53	1
Net cash provided by financing activities	6,858	24,167
Net (decrease) increase in cash and restricted cash	(3,837)	11,071
Net foreign exchange difference	3	7
Cash and restricted cash at beginning of period	13,923	2,845
Cash and restricted cash at end of period	10,089	13,923
Supplemental disclosure of cash flow information:
Cash paid for interest		1
Supplemental non-cash financing transactions:
Conversion of convertible notes to common stock		548
Common stock and warrants issued in connection with asset acquisitions	17,030	4,466
Net assets (liabilities) assumed in connection with asset acquisitions	201	(1,537)
Unpaid transaction costs in accounts payable and accrued expenses related to asset acquisitions	$ 583	306
Beneficial conversion feature related to convertible notes		104
Operating lease right-of-use asset obtained in exchange for operating lease		126
Placement warrants issued in connection with equity financing	289
Series A and Series B Redeemable Convertible Preferred Stock
Supplemental non-cash financing transactions:
Conversion of Series A and Series B preferred stock to common		$ 40,912

The Company and Basis of Presentation

12 Months Ended

Dec. 31, 2020

The Company and Basis of Presentation

The Company and Basis of Presentation

1. The Company and Basis of Presentation

NeuroBo Pharmaceuticals, Inc. (together with its subsidiaries, the "Company" or "NeuroBo"), formerly known as Gemphire Therapeutics Inc. (“Gemphire”), is a clinical-stage biotechnology company with four therapeutic programs designed to impact a range of indications in neurodegenerative and cardiometabolic disease:

ANA001, which is focused on the development for coronavirus indications, currently in Phase 2/3 clinical trials as a treatment for COVID-19.

NB-01, which is primarily focused on the development of a treatment for painful diabetic neuropathy, but which the Company believes could also treat a range of neuropathic conditions, including chemotherapy-induced peripheral neuropathy and post-traumatic peripheral neuropathy;

NB-02, which has the potential to treat the symptoms of cognitive impairment and modify the progression of neurodegenerative diseases associated with the malfunction of a protein called tau, and with amyloid beta plaque deposition; and

Gemcabene, which is currently being assessed as an acute indication for COVID-19. Gemcabene was previously focused on developing and commercializing therapies for the treatment of dyslipidemia, a serious medical condition that increases the risk of life-threatening cardiovascular disease, focused on orphan indications such as homozygous familial hypercholesterolemia, as well as nonalcoholic fatty liver disease/nonalcoholic steatohepatitis.

The Company was originally incorporated as Gemphire Therapeutics Inc. as a C corporation in the state of Delaware. In connection with the closing of the 2019 Merger (as defined below), the Company changed its name to NeuroBo Pharmaceuticals, Inc. The operations have consisted principally of performing research and development activities, clinical development and raising capital. The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding before sustainable revenues and profit from operations are achieved.

Mergers

2020 Merger with ANA

On December 31, 2020, the Company acquired 100% of ANA Therapeutics, Inc., a Delaware corporation (“ANA”), pursuant to an Agreement and Plan of Merger, dated December 31, 2020 (the “2020 Merger Agreement” or “2020 Merger”). Pursuant to the 2020 Merger Agreement, NeuroBo issued to the stockholders of ANA 3,243,875 shares of its common stock. The 2020 Merger, which closed on December 31, 2020, was accounted for as an asset acquisition pursuant to Topic 805, Business Combinations, as substantially all of the fair value of the assets acquired were concentrated in a group of similar non-financial assets.

2019 Merger with Gemphire

On July 24, 2019, Gemphire Therapeutics Inc. (“Gemphire”), and NeuroBo Pharmaceuticals, Inc. (“Private NeuroBo”) entered into a definitive agreement, which was amended on October 29, 2019 (the “2019 Merger Agreement”). The merger closed on December 30, 2019 (the “2019 Effective Date”), whereby Private NeuroBo merged with a wholly-owned subsidiary of the Company in an all-stock transaction (the “2019 Merger”).

Upon completion of the 2019 Merger, the Company changed its name to NeuroBo Pharmaceuticals, Inc., Private NeuroBo changed its name to NeuroBo Therapeutics, Inc., and the Company changed its ticker symbol on the Nasdaq Capital Market from “GEMP” to "NRBO". Except as otherwise indicated, references herein to “NeuroBo”, “the Company”, the “combined company”, “we”, “us”, and “our”, refer to NeuroBo Pharmaceuticals, Inc. on a post-2019 Merger basis.

Pursuant to the terms of the 2019 Merger Agreement, each outstanding share of Private NeuroBo common stock outstanding immediately prior to the closing of the 2019 Merger was converted into 1.1431 shares of the Company’s common stock (the “Exchange Ratio”). Immediately prior to the closing of the 2019 Merger, all shares of Private NeuroBo redeemable preferred stock then outstanding were exchanged into shares of common stock of Private NeuroBo. In addition, all outstanding options exercisable for common stock of Private NeuroBo converted into options exercisable for shares of the Company’s common stock upon the 2019 Merger. Such options and their related terms were adjusted by the Exchange Ratio. Immediately following the 2019 Merger, the stockholders of Private NeuroBo owned approximately 96.2% of the outstanding common stock of the Company.

The transaction was accounted for as a reverse asset acquisition in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, Private NeuroBo was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the 2019 Merger: (i) Private NeuroBo’s stockholders owned substantially all of the voting rights in the combined company, (ii) Private NeuroBo designated all, but one, of the members of the initial board of directors of the combined company, and (iii) Private NeuroBo’s senior management holds all key positions in the senior management of the combined company. As a result, as of the closing date of the 2019 Merger, the net assets of Gemphire were recorded at their acquisition-date relative fair values in the consolidated financial statements of the Company and the reported operating results prior to the 2019 Merger are those of Private NeuroBo.

Basis of presentation and consolidation principles

The accompanying financial statements were prepared in conformity with GAAP.

On August 11, 2019, Private NeuroBo’s board of directors and stockholders approved an amendment to the restated certificate of incorporation to affect a ten thousand-for-one (10,000-for-1) stock split of Private NeuroBo's common stock and convertible preferred stock. The par value and the authorized shares of the common and convertible preferred stock and the exercise prices of options to purchase common stock were adjusted accordingly as a result of the stock split. All issued and outstanding common stock, options for common stock, convertible preferred stock and convertible notes, as well as the exercise price of each option for common stock and the conversion price for convertible preferred stock and convertible notes, have been retroactively adjusted to reflect this stock split for all periods presented.

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

All of the share and per share amounts presented were adjusted, on a retroactive basis, to reflect the ten thousand-for-one (10,000-for-1) stock split and the effect of the exchange of the shares of Private NeuroBo into the shares of the Company at the Exchange Ratio, except for par value and share authorizations of Private NeuroBo for periods presented prior to the 2019 Merger.

Going Concern

From its inception through December 31, 2020, the Company has devoted substantially all of its efforts to drug discovery and development and conducting clinical trials. The Company has a limited operating history and the sales and income potential of the Company's business and market are unproven. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company's cost structure. As of December 31, 2020, the Company had $10.1 million in cash. The Company has experienced net losses and negative cash flows from operating activities since its inception and had an accumulated deficit of $66.5 million as of December 31, 2020.

To date, the Company has raised capital principally through the private placements of common stock and redeemable convertible preferred stock as well as via the issuance of convertible notes. Prior to the 2019 Merger, Private NeuroBo had raised a total of $41.0 million from the issuance of redeemable convertible preferred stock and $0.5 million from the issuance of convertible notes. On April 13, 2020, the Company entered into a Securities Purchase Agreement, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 750,000 shares of common stock at an offering price of $10 per share. The Registered Offering resulted in gross proceeds of $7.5 million. In January 2021, the Company entered into a private placement and issued common stock and warrants that resulted in gross proceeds of $10 million. See Note 16 – Subsequent Events. The Company will need to continue to raise a substantial amount of funds until it is able to generate revenues to fund its development activities.

The determination as to whether the Company can continue as a going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company expects to continue to incur net losses and negative cash flows from operations into the foreseeable future. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company's cost structure. The Company has incurred net losses since inception and has relied on its ability to fund its operations through debt and equity financings. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company 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 the Company's assets and the satisfaction of liabilities in the normal course of business.

The Company believes that its existing cash will be sufficient to fund its operations into the fourth quarter of 2021. The Company plans to continue to fund its operations and capital funding needs through a combination of equity offerings, debt financings, or other sources, potentially including collaborations, licenses and other similar arrangements. There can be no assurance that the Company will be able to obtain any sources of financing on acceptable terms, or at all. To the extent that the Company can raise additional funds by issuing equity securities, the Company's stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company's ability to conduct its business.

COVID-19

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a lasting national or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

To date, except for the adjustments to scientific activity described under “Current Scientific Activity” below, the Company has not experienced any significant external changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows.

Exclusive of the development of certain of the Company’s proposed therapies, the severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s service providers, suppliers, contract research organizations and the Company’s clinical trials, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is principally held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of December 31, 2020, the Company had deposits in excess of federally insured amounts by $9.5 million.

Fair Value of Financial Instruments

The Company’s financial instruments principally include cash, prepaid, other current assets, right of use assets, accounts payable, accrued liabilities, lease liabilities, convertible debt and preferred stock. The carrying amounts of prepaid expenses, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items. See Note 12 - Fair Value Measurements with regard to the basis of measurement related to the convertible debt and preferred stock when outstanding.

General and Administrative Expenses

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

Research and Development Costs

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

Acquired In-Process Research and Development

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

Income Taxes

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

Stock‑Based Compensation

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

Convertible Notes

The Company evaluates all conversion and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative or separation as a beneficial conversion feature. The host debt instrument is discounted for the value of any embedded feature that is accounted for as either a derivative or a beneficial conversion feature. The discount is amortized and recorded to interest expense over the term of the host debt instrument using the effective interest method. The Company’s convertible debt contained an embedded beneficial conversion feature that was separated and recorded as additional paid-in capital.

Fair Value of common stock

In the absence of a public trading market prior to the 2019 Merger, and as a development stage company with no significant revenues, the Company believed that it was appropriate to consider a range of factors to determine the fair value of the common stock at each grant date. In determining the fair value of its common stock, the Company used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants' (“AICPA”) Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation (the "AICPA Practice Guide"). The valuations of Private NeuroBo common stock were prepared using a hybrid method, which used market approaches to estimate the enterprise value of Private NeuroBo. The hybrid method is a probability-weighted expected return method ("PWERM"), where the equity value in one or more of the scenarios is calculated using an option pricing method ("OPM"). The PWERM is a scenario-based methodology that estimates the fair value of common stock based upon an analysis of future values for Private NeuroBo, assuming various outcomes. The common stock value was based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome was discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock. A discount for lack of marketability of the common stock was then applied to arrive at an indication of value for the common stock. The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company's securities changes. Under this method, the common stock has value only if the funds available for distribution to stockholders exceeded the value of the preferred stock liquidation preferences at the time of the liquidity event, such as a strategic sale or a merger. In addition, the Company considered various objective and subjective factors, along with input from an independent third-party valuation firm. The factors included (1) the achievement of technical and operational milestones by the Company; (2) the status of strategic relationships with collaborators; (3) the significant risks associated with the Company's stage of development; (4) capital market conditions for life science companies and, in particular, similarly situated, privately held, early-stage life science companies; (5) the Company's available cash, financial condition, and results of operations; (6) the most recent sales of the Company's preferred stock to the extent they were with outside parties; and (7) the preferential rights of the outstanding preferred stock.

Leases

On July 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company assesses its contracts at inception to determine whether the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time. The Company has recognized right-of-use assets and lease liabilities that represent the net present value of future operating lease payments utilizing a discount rate corresponding to the Company’s incremental borrowing rate and amortized over the remaining terms of the leases. For operating leases of a short-term nature, i.e., those with a term of less than twelve months, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term.

Property and Equipment

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

Foreign Currency Translation

The foreign subsidiary uses the local currency as the functional currency. The Company translates the assets and liabilities of its foreign operation into U.S. dollars based on the rates of exchange in effect as of the balance sheet date. Expenses are translated into U.S. dollars using average exchange rates for each period. The resulting adjustments from the translation process are included in accumulated other comprehensive (loss) income in the accompanying consolidated balance sheets.

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

Patent Costs

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

Comprehensive Loss

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

Segment Information

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

Recent Accounting Pronouncements Adopted

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

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). The new guidance modifies the disclosure requirements in Topic 820 as follows:

Removals: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements.

Modifications: for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and the amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date.

Additions: the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

This guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should all be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. The Company adopted the new guidance on January 1, 2020. The guidance did not have a material impact on the consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2020. The Company does not expect that the adoption of this new guidance will have a material impact on the Company’s consolidated financial statements and plans to adopt this guidance on a prospective basis for the provisions applicable to the Company.

In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this ASU are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.

Balance Sheet Detail

12 Months Ended

Dec. 31, 2020

Balance Sheet Detail

Balance Sheet Detail

3. Balance Sheet Detail (in thousands)

Property and Equipment

Property and equipment consist of the following:



	As of December 31,
	2020		2019
Research and development equipment	$	158	$	158
Office equipment		60		59
Total property and equipment		218		217
Less accumulated depreciation		(63)		(17)
Property and equipment, net	$	155	$	200

Depreciation expense was $46 and $17 for the years ended December 31, 2020 and 2019, respectively.

Accrued liabilities

Accrued liabilities consist of the following:


	December 31,
	2020		2019
External research and development expenses	$	218	$	915
Payroll related		277		160
Professional services		561		158
Other		40		189
Total	$	1,096	$	1,422

Mergers

12 Months Ended

Dec. 31, 2020

Mergers

Mergers

4. Mergers

ANA Merger

The 2020 Merger, which closed on December 31, 2020, was accounted for as an asset acquisition pursuant to Topic 805, Business Combinations, as substantially all of the fair value of the assets acquired were concentrated in one asset, and the acquired assets did not have outputs. Because the assets had not yet received regulatory approval, the fair value attributable to the asset was recorded as IPR&D expenses in the Company’s consolidated statements of comprehensive loss for the year ended December 31, 2020.

The total purchase price paid in the 2020 Merger has been allocated to the net assets acquired and liabilities assumed based on their fair values as of the completion of the 2020 Merger. The following summarizes the purchase price paid in the 2020 Merger (in thousands, except share and per share amounts):


Number of shares of the combined organization owned by ANA's pre-merger stockholders		3,243,875
Multiplied by the fair value per share of NeuroBo's common stock (1)	$	5.25
Fair value of common stock issued to affect the 2020 Merger		17,030
Transaction costs		690
Purchase price	$	17,720

(1)

Based on the last reported sale price of the NeuroBo’s common stock on the Nasdaq Capital Market on December 31, 2020, the closing date of the 2020 Merger.

The allocation of the purchase price is as follows:


Cash acquired	$	180
Net assets assumed		201
IPR&D (2)		17,339
Purchase price	$	17,720

(2)

Represents the pre-2020 Merger research and development projects of ANA which were in-process, but not yet completed, and which the Company plans to advance post-2020 Merger. This consists primarily of technology associated with the Niclosamide drug compound. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date.

Pursuant to the 2020 Merger Agreement, following the closing of the 2020 Merger, the Company is obligated to pay milestone payments (each, a “Milestone Payment”) to certain persons identified in the 2020 Merger Agreement (each a “Stakeholder” and collectively, the “Stakeholders”) in the form, time and manner as set forth in the 2020 Merger Agreement, upon the achievement of the following milestone events set forth below by the Company or any of its affiliates (each, a “Milestone Event”):


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

In connection with the acquisition of ANA, the Company assumed a license agreement (the “YourChoice Agreement”) between ANA and YourChoice Therapeutics, Inc. (“YourChoice”). YourChoice granted to ANA, during the term of the YourChoice Agreement, an exclusive, worldwide, fee-bearing license derived from the licensed intellectual property throughout the world. As further discussed in Note 5, pursuant to the YourChoice Agreement, the Company is obligated to pay Milestone Payments to YourChoice.

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

As of the December 31, 2020, no Royalty Payments had been accrued as there were no potential milestones yet considered probable.

Pursuant to Topic 805, Business Combinations, in an asset acquisition, contingent consideration is only recognized when it becomes probable or reasonably possible to occur as prescribed under ASC 450, Contingencies. As of the 2020 Merger close date, the contingent consideration outlined above was not deemed probable or reasonably possible to occur, and as such, was excluded from the 2020 Merger purchase price.

Gemphire Merger

The 2019 Merger, which closed on December 30, 2019, was accounted for as a reverse asset acquisition pursuant to Topic 805, Business Combinations, as substantially all of the fair value of the assets acquired were concentrated in a group of similar non-financial assets, and the acquired assets did not have outputs or employees. Because the assets had not yet received regulatory approval, the fair value attributable to these assets was recorded as acquired in-process research and development (“IPR&D”) expenses in the Company’s consolidated statements of comprehensive loss for the year ended December 31, 2019.

Contingent Value Rights Agreement

On December 30, 2019, in connection with the 2019 Merger, the Company, Grand Rapids Holders’ Representative, LLC, as representative of the Company’s stockholders prior to the 2019 Merger (the “Holders’ Representative”), and Computershare Inc. and Computershare Trust Company, N.A. as the rights agent (collectively, the “Rights Agent”), entered into a Contingent Value Rights Agreement (the “Original CVR Agreement”). Under the Original CVR Agreement, the Company’s stockholders of record as of immediately prior to the effective date of the 2019 Merger received one contingent value right (“CVR”) entitling such holders to receive, in the aggregate, 80% of the Gross Consideration less other Permitted Deductions (each as defined in the Original CVR Agreement) received during the 15-year period after the closing of the 2019 Merger (the “CVR Term”) from the grant, sale or transfer of rights to Gemcabene (other than a grant, sale or transfer of rights involving a sale or disposition of the post-2019 Merger combined company) that is entered into during the 10-year period after the closing of the 2019 Merger or pursuant to the Beijing SL Agreement (as defined in Note 6 – License Agreement below), but not including the $2.5 million upfront gross payment pursuant to the Beijing SL Agreement. Under the Original CVR Agreement, the Company agreed to commit up to $1 million to support the further development of Gemcabene, to be funded following execution of the Beijing SL Agreement and the receipt by the Company of the $2.5 million upfront gross payment payable under the Beijing SL Agreement, which the Company received in October 2019. The CVRs are not transferable, except in certain limited circumstances, will not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the U.S. Securities and Exchange Commission or listed for trading on any exchange. On March 23, 2021, the Company, the Holders’ Representative and the Rights Agent entered into a First Amendment to Contingent Value Rights Agreement to amend the Original CVR Agreement (as amended, the “Current CVR Agreement”). Pursuant to the Current CVR Agreement, the CVR holders are entitled to receive, in the aggregate, (i) 80% of the Gross Consideration less other Permitted Deductions (each as defined in the Current CVR Agreement) received during the CVR Term from the grant, sale or transfer of rights to Gemcabene as a treatment for cardiovascular conditions (other than a grant, sale or transfer of rights involving a sale or disposition of the post-2019 Merger combined company) that is entered into during the 10-year period after the closing of the 2019 Merger or pursuant to the Beijing SL Agreement, but not including the $2.5 million upfront gross payment pursuant to the Beijing SL Agreement; and (ii) 10% of the Gross Consideration less other Permitted Deductions (each as defined in the Current CVR Agreement) received during the CVR Term from the grant, sale or transfer of rights to Gemcabene as a treatment for any indication outside of treating cardiometabolic diseases, including COVID-19 (other than a grant, sale or transfer of rights involving a sale or disposition of the post-2019 Merger combined company), that is entered into during the 10-year period after the closing of the 2019 Merger or pursuant to the Beijing SL Agreement, but not including the $2.5 million upfront gross payment pursuant to the Beijing SL Agreement The Current CVR Agreement will continue in effect until the later of the end of the CVR Term and the payment of all amounts payable thereunder. As of the December 30, 2019, the 2019 Merger closing date, and December 31, 2020, no milestones had been accrued as there were no potential milestones yet considered probable.

The total purchase price paid in the 2019 Merger has been allocated to the net assets acquired and liabilities assumed based on their fair values as of the completion of the 2019 Merger. The following summarizes the purchase price paid in the 2019 Merger (in thousands, except share and per share amounts):


Number of shares of the combined organization owned by the Company’s pre-2019 Merger stockholders		594,850
Multiplied by the fair value per share of GEMP’s common stock (3)	$	7.50
Fair value of common stock issued to affect the 2019 Merger		4,461
Fair value of warrants issued to affect the 2019 Merger		4
Transaction costs		7,674
Purchase price	$	12,139

(3)

Based on the last reported sale price of the Gemphire’s common stock on the Nasdaq Capital Market on December 30, 2019, the closing date of the 2019 Merger, and gives effect to the Reverse Stock Split.

The allocation of the purchase price is as follows:


Cash acquired	$	1,525
Net liabilities assumed		(1,537)
IPR&D (4)		12,151
Purchase price	$	12,139

(4)

Represents the pre-2019 Merger research and development projects of Gemphire which were in-process, but not yet completed, and which the Company plans to advance post-2019 Merger. This consists primarily of technology associated with the Gemcabene drug compound. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. The acquired assets did not have outputs or employees.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies

Commitments and Contingencies

5. Commitments and Contingencies (in thousands)

Operating Leases

Boston Leases

In April 2018, the Company entered a non-cancelable operating lease for its headquarters in Boston, MA (the “Boston Lease”). The lease was subsequently amended, and the term was extended to August 2019 with an option to extend the term on a month-to-month basis. The Company exercised the option and extended the lease term on a month-to-month basis through January 15, 2020. The lease is subject to base lease payments and additional charges for common costs related to usage of shared space. Due to its short-term nature, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term. For the years ended December 31, 2020 and 2019, the Boston Lease expense was $308 and $134, respectively.

In September 2019, as amended, the Company entered a non-cancelable operating lease for its new corporate headquarters located in Boston, Massachusetts (“New Boston Lease”). The agreement, effective February 1, 2020, has a one-year term, and rental costs of $21 per month prior to the application of certain rent concessions granted by the landlord in the amount of $32.

Future minimum lease payments at December 31, 2020 were as follows under the New Boston Lease (in thousands):


	December 31,
2021	$	21
Total minimum payments	$	21

On November 11, 2020, the Company entered a non-cancelable operating lease, for its corporate headquarters. The agreement, effective February 1, 2021, has a six month term, and rental costs of approximately $3 per month prior to the application of certain rent concessions granted by the landlord in the amount of approximately $1 over the term of the lease. No assets and liabilities were recognized for the corporate headquarter leases at December 31, 2020.

Lease in Korea:

In May 2019, the Company entered a non-cancelable operating lease for its new facility in Korea (the “Korea Lease”). The initial lease term is five years with an option to renew for an additional five-year term. The lease commenced on July 2, 2019 and expires on July 1, 2024. The operating lease is subject to a deposit, base rent payments and additional charges for utilities and other common costs. In the third quarter of 2019, the Company recognized a right-of-use asset of $126 as well as a lease liability of $20 in other current liabilities and $106 in other non-current liabilities in conjunction with the commencement of the Korea Lease. The Company’s lease liability represents the net present value of future lease payments utilizing a discount rate of 10%, which corresponds to the Company’s incremental borrowing rate. As of December 31, 2020, the weighted average remaining lease term was 3.5 years. For the years ended December 31, 2020 and 2019, the Company recorded non-cash expense of $21 and $10, respectively, related to the Korea Lease. During the year ended December 31, 2020 and 2019, the Company made cash payments of $32 and $16, respectively, for amounts included in the measurement of lease liabilities.

The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2020 (in thousands):


	As of
	December 31,
2021	$	32
2022		32
2023		32
2024		16
Total lease payments		112
Less effect of discounting		(18)
Total		94
Short-term portion		(24)
Long-term portion	$	70

Xiehecheng Cultivation Service Agreement

On September 1, 2018, the Company entered into a cultivation service agreement with Xiehecheng Chinese Herm Limited Corporation for the cultivation of two plants used to manufacture the Company's clinical asset, NB-01.

As of December 31, 2020, future minimum payments under the agreement, which is cancellable annually at the end of each research year, are as follows (in thousands):


	December 31,

2021	$	220
2022		220
	$	440

Pfizer License Agreement

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

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

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

None of the future milestone or royalty payments were triggered through December 31, 2020.

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

Furthermore, upon termination of the Pfizer Agreement by Pfizer for any of the foregoing reasons, the Company grants Pfizer a non-exclusive, fully paid-up, royalty free, worldwide, transferrable, perpetual and irrevocable license to use any intellectual property rights arising from the development or commercialization of Gemcabene by the Company and any trademarks identifying Gemcabene and agrees to transfer regulatory filings and approvals to Pfizer or permit Pfizer to cross-reference and rely on such regulatory filings and approvals for Gemcabene. The Company may terminate the Pfizer Agreement for convenience upon 90 days’ written notice and payment of an early termination fee of $3.0 million.

As of December 31 2020 and December 31, 2019, there was sufficient uncertainty with regard to both the outcome of the clinical trials and the ability to obtain sufficient funding to support any of the cash milestone payments under the license agreement, and as such, no liabilities were recorded related to the Pfizer Agreement.

YourChoice License Agreement

As described in Note 4, in connection with the acquisition of ANA, the Company assumed a license agreement (the “YourChoice Agreement”) between ANA and YourChoice Therapeutics, Inc. (“YourChoice”). The fees due under the YourChoice Agreement include royalty payments of 0.5% of annual worldwide net sales of each Niclosamide Product (as defined in the 2020 Merger Agreement) and milestone payments in the aggregate of $19.5 million. The first milestone payment due is $5 million upon first receipt of Marketing Approval (as defined in the 2020 Merger Agreement) for the FDA for any Nicolsamide Product (as defined by the 2020 Merger Agreement), followed by sales milestones of $1 million, $1.5 million, $4 million, and $8 million if worldwide cumulative net sales of a Nicolsamide Product are equal or greater than $500 million, $1, billion, $3, billion, and $5 billion, respectively. The term of the YourChoice Agreement will expire on the expiration or invalidation of the last of the licensed patents under the YourChoice Agreement.

As of December 31 2020, there was sufficient uncertainty with regard to both the outcome of the clinical trials and the ability to obtain sufficient funding to support any of the cash milestone payments under the YourChoice Agreement, and as such, no liabilities were recorded related to the YourChoice Agreement.

Contingencies

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

License Agreement	12 Months Ended
License Agreement	Dec. 31, 2020
License Agreement
License Agreement	6. License Agreement Beijing SL License and Collaboration Agreement Upon the close of the 2019 Merger, the License and Collaboration Agreement (the “Beijing SL Agreement”) with Beijing SL Pharmaceutical Co., Ltd. (“Beijing SL”) was assumed by the Company, pursuant to which the Company granted Beijing SL an exclusive royalty-bearing license to research, develop, manufacture and commercialize pharmaceutical products comprising, as an active ingredient, Gemcabene in mainland China, Hong Kong, Macau and Taiwan (each, a “region”, and collectively, the “Territory”). The terms of the agreement include payments based upon achievement of milestones and royalties on net product sales. Under the Beijing SL Agreement, the Company has variable consideration in the form of milestone payments. As of December 31, 2020, no revenue under the Beijing SL Agreement has been recognized. Under the terms of the Beijing SL Agreement, Beijing SL will be responsible, at its expense, for developing and commercializing products containing Gemcabene (each, a “Licensed Product”) in the Territory, with certain assistance from the Company. To the extent mutually agreed to in writing, the Company and Beijing SL will collaborate on the Phase 3 clinical trial for homozygous familial hypercholesterolemia or other clinical trials with the Company as the sponsor designed to enroll patients both inside and outside the Territory (a “Global Study”), but Beijing SL will be responsible, at its expense, for the conduct of any Global Study to the extent solely in the Territory, subject to the Company’s final decision making authority, and the Company will be responsible, at its expense, for the conduct of any Global Study to the extent solely outside of the Territory. Under a territory development plan, the parties shall develop Licensed Products with respect to the Territory. Beijing SL will be responsible for development activities, including non-clinical and clinical studies directed at obtaining regulatory approval of the Licensed Product in the Territory. Beijing SL has agreed to use commercially reasonable efforts to commercialize the Licensed Products for each indication that receives regulatory approval in the Territory and shall prepare and present a commercialization plan that shall be subject to approval by the joint steering committee. Pursuant to the Beijing SL Agreement, Beijing SL was to make a non-refundable upfront gross payment of $2.5 million to the Company within 45 days of the effective date of the Beijing SL Agreement; the upfront payment was received in October 2019 and such funds were fully expended prior to the close of 2019 Merger. Additionally, with respect to each Licensed Product, the Company is eligible to receive (i) payments for specified developmental and regulatory milestones (including submission of a new drug application to China’s National Medical Product Administration, dosing of the first patient in a phase 3 clinical trial in mainland China and regulatory approval for the first and each additional indication of a Licensed Product in the Territory) totaling up to $6 million in the aggregate and (ii) payments for specified global net sales milestones of up to $20 million in the aggregate multiplied by the ratio of the net sales of a Licensed Product sold by Beijing SL in the Territory divided by the global net sales of a Licensed Product, which net sales milestone payments are payable once, upon the first achievement of such milestone. Beijing SL is also obligated to pay the Company tiered royalties ranging from the mid-teens to twenty percent on the net sales of all Licensed Products in the Territory until the latest of (a) the date on which any applicable regulatory exclusivity with respect to such Licensed Product expires in such region, (b) the expiration or abandonment of the last valid patent claim or joint patent claim covering such Licensed Product in each region and (c) the fifth anniversary of the first commercial sale of such Licensed Product in such region (the “Royalty Term”). Future milestone payments under the Beijing SL Agreement, if any, are not expected to begin for at least one year and will extend over a number of subsequent years. The Company cannot determine the date on which Beijing SL’s potential royalty payment obligations to the Company would expire because Beijing SL has not yet developed any Licensed Products under the Beijing SL Agreement and therefore the Company cannot at this time identify the date of the first commercial sale or the periods of any regulatory exclusivity or patent claims with respect to any Licensed Product. On a Licensed Product-by-Licensed Product and region-by-region basis upon the expiration of the Royalty Term, the license granted to Beijing SL shall be deemed perpetual, fully paid-up and royalty free with respect to such Licensed Product in such region. Either party may terminate the Agreement (x) with written notice in the event of the other party’s material breach following a cure period or (y) if the other party becomes subject to certain insolvency proceedings. In addition, the Company may terminate the agreement in its entirety if Beijing SL or its affiliates or sublicensees commence a proceeding challenging the validity, enforceability or scope of any of the Company’s patents. To the extent rights granted to Beijing SL under the Beijing SL Agreement are controlled by the Company pursuant to the Pfizer Agreement, such rights are subject to the terms and conditions of such agreement with Pfizer, and Beijing SL has agreed to comply with such terms and conditions. The Beijing SL Agreement contemplates that Beijing SL and the Company shall, no later than twelve months prior to the anticipated date of the first commercial sale of a Licensed Product, if any, negotiate in good faith and execute a commercial supply agreement, pursuant to which Beijing SL shall purchase from the Company, and the Company shall use commercially reasonable efforts to supply, Gemcabene or Licensed Product for clinical or commercial purposes, as applicable, until manufacturing and regulatory transfers are complete. Each of the Company and Beijing SL has agreed to indemnify the other party against certain losses and expenses relating to the development or commercialization of a Licensed Product by the indemnifying party, the negligence or willful misconduct of the indemnifying party or its directors, officers, employees or agents or a breach of the indemnifying party’s representations, warranties or covenants.

Stockholders’ Equity (Deficit)

12 Months Ended

Dec. 31, 2020

Stockholders’ Equity

Stockholders’ Equity (Deficit)

8. 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.

Dividend Rights

Common stockholders are entitled to receive dividends at the sole discretion of the board of directors of the Company. There have been no dividends declared on common stock as of December 31, 2020.

Voting Rights

The holders of common stock are entitled to one vote for each share of common stock along with all other classes and series of stock of the Company on all actions to be taken by the stockholders of the Company, including actions that would amend the certificate of incorporation of the Company to increase the number of authorized shares of the common stock.

Liquidation Rights

In the event of any liquidation, dissolution, or winding‑up of the Company, the holders of common stock shall be entitled to share in the remaining assets of the Company available for distribution post preferential distributions made to holders of the Company’s preferred stock.

April 2020 Equity Financing

On April 16, 2020, the Company closed on a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company sold, in a registered direct offering (the “Registered Offering”), 750,000 shares (the “Shares”) of the Company’s common stock at an offering price of $10 per share for gross proceeds of $7.5 million.

In connection with the Registered Offering, the placement agent received a cash commission equal to 7% of the gross proceeds from the sale of the Common Stock and warrants (the “Placement Agent’s Warrants”) to purchase up to 37,500 shares of Common Stock. The Placement Agent’s Warrants have an exercise price of $12.50 per share and a termination date of April 16, 2025. The fair value of the Placement Agent’s Warrants was $289 based on the Black-Scholes pricing model. Input assumptions used were as follows: a risk-free interest rate of 0.4%; expected volatility of 78.0%; expected life of 5 years; and expected dividend yield of 0%. The underlying traded stock price was used in the analysis. The Placement Agent’s Warrants were classified in stockholders’ equity as the number of shares were fixed and determinable and given that the Placement Agent’s Warrants did not require cash settlement or have other provisions precluding equity treatment.

During the year ended December 31, 2020, issuance costs in connection with the Registered Offering were $1.0 million which included cash commissions equal to $0.5 million, legal and other fees of $0.2 million and the value of the Placement Agent’s Warrants of $0.3 million.

Warrants

The following warrants were outstanding as of December 31, 2020 and 2019:

:

	Exercise Price		Number Outstanding		Expiration Date	Number Exercisable
	$	186.75		1,440	July 2028		1,440
	$	260.00		39,115	March 2022		39,115
Total outstanding December 31, 2019				40,555			40,555

	$	12.50		37,500	April 2025		37,500
Total outstanding December 31, 2020				78,055			78,055

Stock-Based Compensation

12 Months Ended

Dec. 31, 2020

Stock-Based Compensation

Stock-Based Compensation

10. Stock‑Based Compensation (in thousands)

Stock-based compensation expense was included in general and administrative and research and development costs as follows in the accompanying statements of comprehensive loss (in thousands):


	Year Ended
	December 31,
		2020		2019
Research and development	$	18	$	75
General and administrative		681		43
Total stock-based compensation	$	699	$	118

Stock Options

2018 Stock Plan

In December 2018, Private NeuroBo adopted the NeuroBo Pharmaceuticals, Inc. 2018 Stock Plan (the "2018 Plan") and in December 2019 in connection with the 2019 Merger, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”). 2018 Plan options to purchase Private NeuroBo common stock outstanding as of immediately prior to the 2019 Merger were assumed by the Company upon the 2019 Merger and became options to purchase the Company’s common stock, as adjusted by the Exchange Ratio. The 2018 Plan and 2019 Plan provide for the grant of stock options, restricted stock and other equity awards of the Company's common stock to employees, officers, consultants, and directors. Options expire within a period of not more than ten years from the date of grant. During the years ended December 31, 2020 and 2019, 420,000 and 960,204 stock options were granted, respectively, to employees and non-employee consultants with both service and performance conditions. The options granted with service conditions vest over a period between one year and three years.

As of December 31, 2020, 3,623,708 and 1,497,891 shares were authorized under the 2019 Plan and 2018 Plan, respectively, for issuance under these plans.

The following table summarizes the Company’s stock option plan activity for the years ended December 31, 2020 as follows:


				Weighted‑
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise		Contractual	Value(1)
	Options	Price		Term (years)	(in thousands)
Outstanding at December 31, 2018	-		—	—		—
Granted	960,204	$	0.63	—		—
Exercised	(1,143)	$	0.63	—		—
Forfeited/Cancelled	(325,784)	$	0.63	—		—
Outstanding at December 31, 2019	633,277	$	0.63	9.1	$	5,142
Granted	420,000	$	8.05	—		—
Exercised	(84,589)	$	0.63	—		—
Forfeited/Cancelled	(48,333)	$	8.39	—		—
Outstanding at December 31, 2020	920,355	$	3.61	8.5	$	2,535
Vested and expected to vest at December 31, 2020	554,563	$	5.58	8.8	$	845
Options exercisable at December 31, 2020	291,229	$	3.48	8.4	$	845

⁽¹⁾

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of $5.25 per share at December 31, 2020. Options with exercise prices above the fair value of the common stock on December 31, 2020 were excluded from the intrinsic value calculation.

The weighted average fair value per share of options granted during the year ended December 31, 2020 and 2019 was $5.35 and $0.50, respectively.

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

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

The weighted‑average assumptions used in the Black‑Scholes option‑pricing model are as follows:


	Year Ended
	December 31,
	2020			2019

Expected stock price volatility		77.4	%		75.0	%
Expected life of options (years)		5.8			10.0
Expected dividend yield		—	%		0	%
Risk free interest rate		1.51	%		2.75	%

Evergreen provision

Under the 2019 Plan, the shares reserved automatically increase on January 1st of each year, for a period of not more than ten years commencing on January 1, 2020 and ending on (and including) January 1, 2029, to an amount equal to the lesser of 4% of the common shares outstanding as of January 1, or a lesser amount as determined by the Board. The aggregate maximum number of shares of common stock that may be issued pursuant to the 2019 Plan under the evergreen provision is 6,680,000 shares of common stock. On January 1, 2020, 623,708 shares were added to the 2019 Plan as a result of the evergreen provision. See Note 16 - Subsequent Events.

During the years ended December 31, 2020 and 2019, 145,485 and 231,478 stock options vested, respectively. The weighted average fair value per share of options vesting during the years ended December 31, 2020 and 2019 was $4.23 and $0.50, respectively During the years ended December 31, 2020 and 2019, 48,333 and 325,784 stock options were forfeited, respectively. As of December 31, 2020, 4,115,512 shares in the aggregate were available for future issuance under the 2019 Plan and 2018 Plan.

Unrecognized stock‑based compensation cost for the stock options issued under the both the Company’s 2019 Plan and 2018 Plan was $1.3 million as of December 31, 2020. The unrecognized stock‑based expense is expected to be recognized over a weighted average period of 2.1 years.

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Taxes

Income Taxes

13. Income Taxes

The effective tax rate for the years ended December 31, 2020 and 2019 was zero percent. A reconciliation of income tax computed at the statutory federal income tax rate to the provision (benefit) for income taxes included in the accompanying consolidated statements of operations and comprehensive loss is as follows:


	For the Year Ended December 31,
	2020		2019
Income tax (benefit) provision at federal statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	1.9		6.3
Acquired in-process research and development expense	(12.3)		(15.6)
Valuation allowance	(44.3)		(10.4)
Convertible notes	—		(1.6)
Research credits	0.3		0.8
Provision to tax return	34.2		—
Other	(0.8)		(0.5)
Effective tax rate	—	%	—	%

Loss before provision for taxes for the years ended December 31, 2020 and 2019 consisted of the following (in thousands):


	Year Ended December 31,
	2020		2019

Loss before Income taxes:
Domestic	$	(29,297)	$	(20,935)
Foreign		(381)		(377)
	$	(29,678)	$	(21,312)

The components of income tax provision (benefit) consisted of the following for the years ended December 31, 2020 and 2019 (in thousands):


	Year Ended December 31,
	2020		2019

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

Deferred
Domestic		(13,059)		(7,085)
Foreign		(95)		(94)
Total deferred tax provision (benefit)		(13,154)		(7,179)

Change in valuation allowance - Domestic		13,059		7,085
Change in valuation allowance - Foreign		95		94

Total tax provision (benefit)	$	—	$	—

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


	Year Ended December 31,
	2020		2019

Deferred tax assets:
Federal and state operating loss carryforwards	$	14,052	$	8,805
Foreign operating loss carryforwards		243		148
Acquired intangibles		11,050		2,167
Stock-based compensation		161		32
Lease liability		24		32
Other		52		29
Research and development credit carryforwards		1,166		341
		26,748		11,554
Valuation allowance - Domestic		(26,478)		(11,372)
Valuation allowance - Foreign		(243)		(148)
Total deferred tax assets, net of valuation allowance		27		34

Deferred tax liabilities:
ROU asset		(24)		(32)
Other		(3)		(2)
Net deferred tax assets	$	—	$	—

As of December 31, 2020 and 2019, the Company had deferred tax assets of approximately $26.7 million and $11.6 million, respectively. Realization of the deferred tax assets is primarily dependent upon future taxable income, if any, the amount and timing of which are uncertain. The Company has had significant pre‑tax losses since its inception. The Company has not yet generated revenues and faces significant challenges to becoming profitable. Accordingly, the deferred tax assets have been fully offset by a valuation allowance of $26.7 million and $11.6 million as of December 31, 2020 and 2019, respectively. U.S. deferred tax assets will continue to require a valuation allowance until the Company can demonstrate their realizability through sustained profitability or another source of income.

As of December 31, 2020 and 2019, the Company’s federal net operating loss carryforwards were approximately $57.5 million and $32.1 million, respectively. The Company had federal research credit carryforwards as of December 31, 2020 and 2019 of approximately $0.7 million and $0.1 million, respectively. The federal net operating loss incurred prior to January 1, 2018 will begin to expire in 2034 and tax credit carryforwards will begin to expire in 2038 if not utilized. Federal net operating losses incurred after December 31, 2017 will not expire. As of December 31, 2020 and 2019, the Company had state net operating loss carryforwards of approximately $25.1 million and $32.5 million, respectively. The Company had state research credit carryforwards of $0.5 million and $0.2 million as of December 31, 2020 and 2019, respectively. The state net operating loss carryforwards will begin to expire in 2026, if not utilized, and the state research credit carryforwards will begin to expire in 2033 if not utilized. Lastly, the Company had foreign net operating loss carryforwards of approximately $1.0 million and $0.6 million as of December 31, 2020 and 2019, respectively. The foreign net operating loss carryforwards will begin to expire in 2028.

Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more “5-percent shareholders” increase their ownership, in the aggregate, by more than 50 percentage points over a 36‑month testing period, or beginning the day after the most recent ownership change, if shorter. The annual limitation may result in the expiration of net operating losses and credits before utilization. As a result of the 2020 Merger, the Company recorded deferred tax assets of $2.0 million which are fully offset by a valuation allowance. As a result of the 2019 Merger, the Company recorded deferred tax assets of $15.0 million which are fully offset by a valuation allowance. The $2.0 million net deferred tax assets recorded in relation to the 2020 Merger and the $15.0 million net deferred tax assets recorded in relation to the 2019 Merger do not include federal and state net operating loss carryforwards and federal research and development credit carryforwards that are estimated to expire under Internal Revenue Code Sections 382 and 383 as a result of the 2020 Merger and 2019 Merger. The Company is currently evaluating the impact of Section 382 on its tax attributes.

The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of December 31, 2020 and 2019, and as such, no interest or penalties were recorded to income tax expense.

The Company’s corporate returns are subject to examination beginning with the 2017 tax year for federal and state jurisdictions, and beginning with the 2018 tax year for one foreign jurisdiction.

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. As of December 31, 2020, the Company has analyzed the provisions of the CARES Act and determined it did not have a significant impact to the Company.

On December 27, 2020, the President of the United States signed the Consolidated Appropriations Act, 2021 (“Consolidated Appropriations Act”) into law. The Consolidated Appropriations Act is intended to enhance and expand certain provisions of the CARES Act, allows for the deductions of expenses related to the Paycheck Protection Program funds received by companies, and provides an update to meals and entertainment expensing for 2021. The Consolidated Appropriations Act did not have a material impact to the Company’s income tax provision for 2020.

- 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 + Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Summary of Significant Accounting Policies

Use of Estimates

Concentration of Credit Risk

Fair Value of Financial Instruments

General and Administrative Expenses

Research and Development Costs

Acquired In-Process Research and Development Expenses

Acquired In-Process Research and Development

Income Taxes

Stock-Based Compensation

Stock‑Based Compensation

Convertible Notes

Fair Value of Common Stock

Fair Value of common stock

Leases

Property and Equipment

Foreign Currency Translation

Patent Costs

Comprehensive Loss

Segment Information

Recent Accounting Pronouncements

Recent Accounting Pronouncements Adopted

Recent Accounting Pronouncements Not Yet Adopted

Balance Sheet Detail (Tables)

12 Months Ended

Dec. 31, 2020

Balance Sheet Detail

Schedule of property and equipment



	As of December 31,
	2020		2019
Research and development equipment	$	158	$	158
Office equipment		60		59
Total property and equipment		218		217
Less accumulated depreciation		(63)		(17)
Property and equipment, net	$	155	$	200

Schedule of accrued liabilities


	December 31,
	2020		2019
External research and development expenses	$	218	$	915
Payroll related		277		160
Professional services		561		158
Other		40		189
Total	$	1,096	$	1,422

Mergers (Tables)

12 Months Ended

Dec. 31, 2020

Asset Acquisition [Line Items]

Schedule of purchase price paid in the Merger

Number of shares of the combined organization owned by the Company’s pre-2019 Merger stockholders		594,850
Multiplied by the fair value per share of GEMP’s common stock (3)	$	7.50
Fair value of common stock issued to affect the 2019 Merger		4,461
Fair value of warrants issued to affect the 2019 Merger		4
Transaction costs		7,674
Purchase price	$	12,139

(1)

Allocation of purchase price

Cash acquired	$	1,525
Net liabilities assumed		(1,537)
IPR&D (4)		12,151
Purchase price	$	12,139

ANA Merger

Asset Acquisition [Line Items]

Schedule of purchase price paid in the Merger


Number of shares of the combined organization owned by ANA's pre-merger stockholders		3,243,875
Multiplied by the fair value per share of NeuroBo's common stock (1)	$	5.25
Fair value of common stock issued to affect the 2020 Merger		17,030
Transaction costs		690
Purchase price	$	17,720

Based on the last reported sale price of the NeuroBo’s common stock on the Nasdaq Capital Market on December 31, 2020, the closing date of the 2020 Merger.

Allocation of purchase price


Cash acquired	$	180
Net assets assumed		201
IPR&D (2)		17,339
Purchase price	$	17,720

Schedule of milestone events


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

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

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, 2020 (in thousands):


	As of
	December 31,
2021	$	32
2022		32
2023		32
2024		16
Total lease payments		112
Less effect of discounting		(18)
Total		94
Short-term portion		(24)
Long-term portion	$	70

Xiehecheng Chinese Herm Limited Corporation

Schedule of future minimum payments of other commitments

As of December 31, 2020, future minimum payments under the agreement, which is cancellable annually at the end of each research year, are as follows (in thousands):


	December 31,

2021	$	220
2022		220
	$	440

Head Quarters in Boston Lease

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

Future minimum lease payments at December 31, 2020 were as follows under the New Boston Lease (in thousands):


	December 31,
2021	$	21
Total minimum payments	$	21

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Stock-Based Compensation

Schedule of share-based compensation expense

Stock-based compensation expense was included in general and administrative and research and development costs as follows in the accompanying statements of comprehensive loss (in thousands):


	Year Ended
	December 31,
		2020		2019
Research and development	$	18	$	75
General and administrative		681		43
Total stock-based compensation	$	699	$	118

Schedule of stock option plan activity


				Weighted‑
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise		Contractual	Value(1)
	Options	Price		Term (years)	(in thousands)
Outstanding at December 31, 2018	-		—	—		—
Granted	960,204	$	0.63	—		—
Exercised	(1,143)	$	0.63	—		—
Forfeited/Cancelled	(325,784)	$	0.63	—		—
Outstanding at December 31, 2019	633,277	$	0.63	9.1	$	5,142
Granted	420,000	$	8.05	—		—
Exercised	(84,589)	$	0.63	—		—
Forfeited/Cancelled	(48,333)	$	8.39	—		—
Outstanding at December 31, 2020	920,355	$	3.61	8.5	$	2,535
Vested and expected to vest at December 31, 2020	554,563	$	5.58	8.8	$	845
Options exercisable at December 31, 2020	291,229	$	3.48	8.4	$	845

⁽¹⁾

Schedule of weighted-average assumptions, option-pricing model


	Year Ended
	December 31,
	2020			2019

Expected stock price volatility		77.4	%		75.0	%
Expected life of options (years)		5.8			10.0
Expected dividend yield		—	%		0	%
Risk free interest rate		1.51	%		2.75	%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Taxes

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


	For the Year Ended December 31,
	2020		2019
Income tax (benefit) provision at federal statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	1.9		6.3
Acquired in-process research and development expense	(12.3)		(15.6)
Valuation allowance	(44.3)		(10.4)
Convertible notes	—		(1.6)
Research credits	0.3		0.8
Provision to tax return	34.2		—
Other	(0.8)		(0.5)
Effective tax rate	—	%	—	%

Schedule of Loss before provision for taxes

Loss before provision for taxes for the years ended December 31, 2020 and 2019 consisted of the following (in thousands):


	Year Ended December 31,
	2020		2019

Loss before Income taxes:
Domestic	$	(29,297)	$	(20,935)
Foreign		(381)		(377)
	$	(29,678)	$	(21,312)

Schedule of components of income tax provision (benefit)

The components of income tax provision (benefit) consisted of the following for the years ended December 31, 2020 and 2019 (in thousands):


	Year Ended December 31,
	2020		2019

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

Deferred
Domestic		(13,059)		(7,085)
Foreign		(95)		(94)
Total deferred tax provision (benefit)		(13,154)		(7,179)

Change in valuation allowance - Domestic		13,059		7,085
Change in valuation allowance - Foreign		95		94

Total tax provision (benefit)	$	—	$	—

Schedule of deferred tax assets and liabilities


	Year Ended December 31,
	2020		2019

Deferred tax assets:
Federal and state operating loss carryforwards	$	14,052	$	8,805
Foreign operating loss carryforwards		243		148
Acquired intangibles		11,050		2,167
Stock-based compensation		161		32
Lease liability		24		32
Other		52		29
Research and development credit carryforwards		1,166		341
		26,748		11,554
Valuation allowance - Domestic		(26,478)		(11,372)
Valuation allowance - Foreign		(243)		(148)
Total deferred tax assets, net of valuation allowance		27		34

Deferred tax liabilities:
ROU asset		(24)		(32)
Other		(3)		(2)
Net deferred tax assets	$	—	$	—

The Company and Basis of Presentation (Details) $ / shares in Units, $ in Thousands							1 Months Ended	12 Months Ended
	Jan. 21, 2021 USD ($)	Apr. 16, 2020 USD ($) $ / shares shares	Apr. 13, 2020 USD ($) $ / shares shares	Dec. 30, 2019 shares	Aug. 11, 2019	Jul. 24, 2019	Jan. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2018 USD ($)	Dec. 31, 2019 USD ($)
Sale of Stock
Cash								$ 10,089		$ 13,908
Accumulated deficit								$ (66,544)		$ (36,866)
Reverse stock split, ratio					0.0001
Ownership acquired								100.00%
Issuance of common stock to former ANA stockholders and effect of asset acquisition(shares) \| shares				594,850				3,243,875
Series A Redeemable Convertible Preferred Stock
Sale of Stock
Net proceeds									$ 41,000
Registered Offering
Sale of Stock
Issuance of common stock in connection with equity financing (in shares) \| shares		750,000	750,000
Offering shares (Per share) \| $ / shares		$ 10	$ 10
Gross proceeds		$ 7,500	$ 7,500
Private placement
Sale of Stock
Gross proceeds							$ 10,000
Private placement \| Subsequent Event
Sale of Stock
Gross proceeds	$ 10,000
Convertible notes
Sale of Stock
Net proceeds									$ 500
Merger Agreement with NeuroBo
Sale of Stock
Exchange ratio						1.1431
Percentage of interest held by our exiting shareholders						96.20%

Commitments and Contingencies - Operating Leases - (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Nov. 11, 2020	Sep. 30, 2019	Dec. 31, 2020	Dec. 31, 2019	May 31, 2019
Commitments and Contingencies
Right-of-use assets and other			$ 130	$ 150
Lease asset liability			94
Operating lease, liability current			24	22
Operating lease, liability noncurrent			$ 70	94
Non-cash expense related to Korea lease				126
Korea
Commitments and Contingencies
Term of contract					5 years
Option to renew			true
Renewal term					5 years
Right-of-use assets and other		$ 126
Operating lease, liability current		$ 20
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]		us-gaap:OtherCurrentLiabilities
Operating lease, liability noncurrent		$ 106
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]		us-gaap:OtherNoncurrentLiabilities
Operating lease discount rate			10.00%
Weighted average remaining lease term			3 years 6 months
Non-cash expense related to Korea lease			$ 21	10
Operating lease cash payments			32	16
Head Quarters in Boston Lease
Commitments and Contingencies
Term of contract	6 months	1 year
Monthly rental cost	$ 3	$ 21
Rent concessions granted by the landlord	$ 1	$ 32
Lease expense			308	$ 134
Right-of-use assets and other			0
Lease asset liability			$ 0

Debt (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Dec. 30, 2019	Oct. 23, 2019	Feb. 28, 2018	Dec. 31, 2019	Dec. 31, 2020
Debt
Conversion price		$ 0.40
Loss on note extinguishment				$ (1,114)
Debt beneficial conversion feature				104
Additional paid–in capital				$ 49,130	$ 73,713
Convertible notes
Debt
Proceeds from debt issued			$ 500
Shares issued on debt conversion	1,565,300
Conversion price		$ 0.40
Fair value of notes		$ 11,200
Intrinsic value		9,800
Debt discount		300
Loss on note extinguishment		(1,100)
Convertible interest rate (as a percentage)				5.00%
Interest on principal				$ 25
Debt beneficial conversion feature		401
Additional conversion feature of convertible debt related to paid in kind interest		104
Amortization of debt discount				$ 104
Additional paid–in capital		$ 10,600

Stockholders’ Equity (Deficit) (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Apr. 16, 2020 USD ($) $ / shares shares	Apr. 13, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) Vote / shares shares	Dec. 31, 2019 shares
Voting Rights
Risk free interest rate			1.51%	2.75%
Expected stock price volatility			77.40%	75.00%
Expected life of options (years)			5 years 9 months 18 days	10 years
Expected dividend yield				0.00%
Registered Offering
Voting Rights
Shares issued (in shares) \| shares	750,000	750,000
Offering shares (Per share) \| $ / shares	$ 10	$ 10
Gross proceeds	$ 7,500	$ 7,500
Cash commission (Percent)	7.00%
Warrants to purchase shares of common stock \| shares	37,500
Warrants exercise price \| $ / shares	$ 12.50
Fair market value of warrant			$ 289
Risk free interest rate			0.40%
Expected stock price volatility			78.00%
Expected life of options (years)			5 years
Expected dividend yield			0.00%
Issuance costs			$ 1,000
Cash commissions			500
Legal and other fees			200
Placement agents warrants			$ 300
Common Stock
Common Stock
Common stock, vote per share \| Vote / shares			1
Dividends Rights
Dividends declared			$ 0
Voting Rights
Common stock, vote per share \| Vote / shares			1
Shares issued (in shares) \| shares			750,000	594,850

Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
2018 Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)	1,497,891	1,497,891
Maximum \| 2019 Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)	6,680,000	6,680,000
Stock options
Stock Options, Additional Disclosures
Outstanding, Number, Beginning Balance (in shares)		633,277
Granted (in shares)		420,000	960,204
Exercised (in shares)		(84,589)	(1,143)
Forfeited/Cancelled (in shares)		(48,333)	(325,784)
Outstanding, Number, Ending Balance (in shares)	920,355	920,355	633,277
Vested and expected to vest (in shares)	554,563	554,563
Exercisable (in share)	291,229	291,229
Outstanding, Weighted Average Exercise Price, Beginning Balance (in dollars per share)		$ 0.63
Granted (in dollars per share)		8.05	$ 0.63
Exercise price (in dollars per share)		0.63	0.63
Forfeited/Cancelled (in dollars per share)		8.39	0.63
Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share)	$ 3.61	3.61	$ 0.63
Vested and expected to vest (in dollars per share)	5.58	5.58
Exercisable (in dollars per share)	$ 3.48	$ 3.48
Options, Outstanding, Weighted Average Remaining Contractual Term (years)		8 years 6 months	9 years 1 month 6 days
Vested and expected to vest (years)	8 years 9 months 18 days
Exercisable (years)		8 years 4 months 24 days
Options, Outstanding, Aggregate Intrinsic Value	$ 2,535	$ 2,535	$ 5,142
Vested and expected to vest, Aggregate Intrinsic Value	845	845
Exercisable	$ 845	$ 845
Common stock aggregate intrinsic value of exercise price		$ 5.25
Weighted average fair value per share of options granted		$ 5.35	$ 0.50
Stock options \| 2019 Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)	3,623,708	3,623,708
Stock options \| Minimum
Stock Options, Additional Disclosures
Vesting period		1 year
Stock options \| Maximum
Stock Options, Additional Disclosures
Expiration period		10 years
Vesting period		3 years

Stock-Based Compensation - Evergreen provision (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Jan. 01, 2020	Dec. 31, 2020	Dec. 31, 2019
2019 Plan
Number of Options
Period of automatic increase in shares reserved		10 years
Percentage of the common shares outstanding (as a percent)		4.00%
Number of shares added (In shares)	623,708
2019 Plan \| Stock options
Number of Options
Aggregate maximum number of shares of common stock that may be issued		3,623,708
Vested		145,485	231,478
Weighted average fair value per share of options vested		$ 4.23	$ 0.50
Forfeited, nonvested		48,333	325,784
Stock Plan 2018 And 2019 Plans
Unrecognized share-based compensation
Unrecognized share-based compensation cost		$ 1.3
Unrecognized share-based compensation - Weighted average period		2 years 1 month 6 days
Stock Plan 2018 And 2019 Plans \| Stock options
Number of Options
Available for future issuance		4,115,512
Unrecognized share-based compensation
Unrecognized share-based compensation - Weighted average period		2 years 1 month 6 days
Maximum \| 2019 Plan
Number of Options
Aggregate maximum number of shares of common stock that may be issued		6,680,000

Income Taxes - Reconciliation of income tax (Details)	12 Months Ended
Income Taxes - Reconciliation of income tax (Details)	Dec. 31, 2020	Dec. 31, 2019
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)	1.90%	6.30%
Acquired in-process research and development expense	(12.30%)	(15.60%)
Valuation allowance	(44.30%)	(10.40%)
Convertible notes (as a percent)		(1.60%)
Research credits (as a percent)	0.30%	0.80%
Provision to tax return	34.20%
Other (as a percent)	(0.80%)	(0.50%)
Effective tax rate (as a percent)	0.00%	0.00%

Income Taxes - Tax provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Loss before Income taxes:
Domestic	$ (29,297)	$ (20,935)
Foreign	(381)	(377)
Loss before income taxes	(29,678)	(21,312)
Deferred
Domestic	(13,059)	(7,085)
Foreign	(95)	(94)
Total deferred tax provision (benefit)	(13,154)	(7,179)
Change in valuation allowance - Domestic	13,059	7,085
Change in valuation allowance - Foreign	95	$ 94
Total tax provision (benefit)	$ 0

Income Taxes - Significant components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Federal and state operating loss carryforwards	$ 14,052	$ 8,805
Foreign operating loss carryforwards	243	148
Acquired intangibles	11,050	2,167
Stock-based compensation	161	32
Lease Liability	24	32
Other	52	29
Research and development credit carryforwards	1,166	341
Total deferred tax assets	26,748	11,554
Valuation allowance	(26,700)	(11,600)
Total deferred tax assets, net of valuation allowance	27	34
Deferred tax liabilities:
ROU Asset	(24)	(32)
Other	(3)	(2)
Domestic
Deferred tax assets:
Valuation allowance	(26,478)	(11,372)
Foreign
Deferred tax assets:
Valuation allowance	$ (243)	$ (148)

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 30, 2019
Operating loss carryforwards
Deferred Tax Assets, Gross	$ 26,748	$ 11,554
Deferred Tax Assets, Valuation Allowance, Total	26,700	11,600
Federal net operating loss carryforwards	57,500	32,100
Research and development credit carryforwards	1,166	341
State net operating loss carryforwards	25,100	32,500
State research credit carryforwards	$ 500	200
Income tax:
Threshold percentage of shareholders ownership change	5.00%
Minimum increase in ownership percentage annual limitation may result in expiration of NOL and credits	50.00%
Period for testing percentage of ownership change	36 months
Uncertain tax positions	$ 0	0
Interest or penalties	0	0
2020 Merger
Income tax:
Deferred tax assets, merger related	2,000
Net deferred tax asset, subject to expiration	2,000
2019 Merger
Income tax:
Deferred tax assets, merger related			$ 15,000
Net deferred tax asset, subject to expiration			$ 15,000
Foreign
Operating loss carryforwards
Deferred Tax Assets, Valuation Allowance, Total	243	148
Operating Loss Carryforwards	$ 1,000	$ 600

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Condensed Consolidated Balance Sheets
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
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	19,671,182	15,592,718
Common stock, shares outstanding	19,671,182	15,592,718

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Payment for Debt Extinguishment or Debt Prepayment Cost	$ 10,620
Series B Redeemable Convertible Preferred Stock
Payments of Stock Issuance Costs	$ 74

Redeemable Preferred Stock	12 Months Ended
Redeemable Preferred Stock	Dec. 31, 2020
Redeemable Preferred Stock.
Redeemable Preferred Stock	9. Redeemable Preferred Stock (in thousands, except share and per share data) Upon close of the 2019 Merger on December 30, 2019, 8,264,613 shares of Private NeuroBo Series A and Series B redeemable preferred stock (as adjusted for the Exchange Ratio) were converted to Private NeuroBo common stock on a 1:1 basis. Previously in April 2018, Private NeuroBo sold and issued in a private placement 4,801,020 shares of Series A redeemable convertible preferred stock (as adjusted for the Exchange Ratio) at $3.50 per share, raising $16,800 in gross proceeds. Subsequently in May and June 2019, Private NeuroBo sold and issued 3,463,593 Series B redeemable convertible preferred stock (as adjusted for the Exchange Ratio) at $7.00 per share, raising $24,240 in gross proceeds.

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2020
Fair Value Measurements
Fair Value Measurements	12. Fair Value Measurements The Company follows accounting guidance that emphasizes that fair value is a market‑based measurement, not an entity specific measurement. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements are defined on a three level hierarchy: Level 1 inputs: Unadjusted quoted prices for identical assets or liabilities in active markets; Level 2 inputs: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, weather directly or indirectly, for substantially the full term of the asset or liability; Level 3 inputs: Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. There were no financial instruments measured on a recurring basis as of December 31, 2020 and 2019 and on a non‑recurring basis for any of the periods presented.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions
Related Party Transactions	14. Related Party Transactions (in thousands, except per share data) Agreements with Dong-A ST On September 28, 2018, Private NeuroBo entered into a five year manufacturing and supply agreement with Dong-A ST for manufacturing and supply of NB-01 drug substance and placebos for the purpose of research and development to be used in Phase 3 clinical trials (the “Manufacturing Agreement”). The Company recognized $314 product manufacturing related costs under the Manufacturing Agreement for the year ended December 31, 2019. There were no manufacturing related costs under the Manufacturing Agreement for the year ended December 31, 2020. The product manufacturing related costs, when incurred, are reflected as research and development expenses. None of the costs incurred under the Manufacturing Agreement remained unpaid as of December 31, 2020 or 2019. The Manufacturing Agreement will automatically terminate in the event that the license agreement with Dong-A ST is terminated for any reason. In addition, each of Dong-A ST and NeuroBo may terminate the Manufacturing Agreement (1) upon the material breach by the other party, if the breach is not cured within a specified number of days after receiving notice from the terminating party, or if the breach cannot reasonably be cured within such period and the breaching party has not started to remedy the breach within such period and diligently endeavored to cure the breach within a reasonable time thereafter, or (2) in the event that (i) the other party is the subject of a petition for bankruptcy, reorganization, or arrangement and the same is not dismissed within thirty days thereof, (ii) a receiver or trustee is appointed for all or a substantial portion of the assets of the other party, or (iii) the other party makes an assignment for the benefit of its creditors. On June 7, 2020, the Company entered into a manufacturing and supply agreement (the “Manufacturing and Supply Agreement”) with Dong-A ST for the manufacturing and supply of NB-02 drug product and placebo for the purpose of research and development of NB-02, including but not limited to, the use in the first NB-02 human clinical trial to be conducted by the Company. Under the terms of the Manufacturing and Supply Agreement, upon receipt of a purchase order from the Company no later than 270 days prior to the requested delivery date, Dong-A ST has agreed to produce for the Company tablets of the NB-02 drug substance and placebos at a specified supply price. The Company is obligated to manufacture, or have manufactured, and supply to Dong-A ST the active pharmaceutical ingredients which are necessary to manufacture the NB-02 drug product. The Manufacturing and Supply Agreement has a five year term, subject to earlier termination under certain circumstances. Payment of Stockholder Legal Expenses On December 30, 2019, the board of directors of the Company approved the payment or reimbursement of legal fees and costs incurred jointly and severally by certain stockholders of NeuroBo, including E&Healthcare Fund II, E&Healthcare Fund No. 6, E&Healthcare Fund No. 7 (collectively, the “E&Healthcare Funds”), JK BioPharma Solutions, Inc. and Eun Soo Kang, in connection with the 2019 Merger and certain other matters directly related to the Company’s business that required resolution in connection with the closing of the 2019 Merger. The total amount of such legal fees and costs was $227,000 through December 31, 2019 and was accounted as 2019 Merger transaction costs – see Note 4 – Mergers. Na Yeon (Irene) Kim, is the Chief Executive Officer of the sole general partner of each of the E&Healthcare Funds, and as such may be deemed to have an indirect interest in such matters. Jeong Gyun Oh is the President and Chief Executive Officer of JK BioPharma Solutions, Inc. and the spouse of Eun Soo Kang, and as such may be deemed to have an indirect interest in such matters. There were no additional payments of stockholder legal expenses during the year ended December 31, 2020. License Agreement with YourChoice As described in Note 5, in connection with the Company’s acquisition of ANA, the Company assumed the YourChoice Agreement between ANA and YourChoice, effective as of the closing of the 2020 Merger. Pursuant to the YourChoice Agreement, YourChoice granted to ANA, during the term of the YourChoice Agreement, an exclusive, worldwide, fee-bearing license derived from the licensed intellectual property throughout the world. The fees due under the YourChoice Agreement include certain single-digit royalty payments and milestone payments in the aggregate of $19.5 million. The term of the YourChoice Agreement will expire on the expiration or invalidation of the last of the licensed patents under the YourChoice Agreement. Akash Bakshi, the Company’s Chief Operating Officer, and a member of the Board of Directors, serves as Chief Executive Officer and director of YourChoice.

Consolidated Statements of Cash Flows - Reconciliation of Cash and Restricted Cash $ in Thousands	Dec. 31, 2019 USD ($)
Reconciliation of cash and restricted cash:
Cash	$ 13,908
Restricted cash	15
Total cash and restricted cash	$ 13,923

Defined Contribution Plan	12 Months Ended
Defined Contribution Plan	Dec. 31, 2020
Defined Contribution Plan
Defined Contribution Plan	15. Defined Contribution Plan The Company adopted a 401(k) defined contribution plan in November 2018, effective as of January 1, 2019, for all employees over age 21. Employees can defer up to 90% of their compensation through payroll withholdings into the plan subject to federal law limits. Discretionary employer matches vest over a six-year period beginning on the second anniversary of an employee’s date of hire. Employee contributions and any employer matching contributions made to satisfy certain non-discrimination tests required by the Internal Revenue Code are 100% vested upon contribution. No matching contributions were made during the years ended December 31, 2020 and 2019.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events
Subsequent Events	16. Subsequent Events 2021 Private Placement On January 21, 2021, the Company closed on a Securities Purchase Agreement (the “2021 Purchase Agreement”) with certain institutional and accredited investors, pursuant to which the Company, in a private placement agreed to issue and sell an aggregate of 2,500,000 shares of the Company’s common stock at a purchase price of $4.00 per share, and warrants to purchase an aggregate of 2,500,000 shares of common stock (the “2021 Warrants”), resulting in total gross proceeds to the Company of $10.0 million, before deducting placement agent fees and offering expenses. The 2021 Warrants have an initial exercise price of $6.03 per share. The 2021 Warrants are exercisable beginning six months following the date of issuance and will expire five and one-half years following such date. 2019 Plan Evergreen Provision On January 1, 2021, 786,847 shares were added to the 2019 Plan as a result of the evergreen provision. See Note 10 -Stock-Based Compensation. CVR Amendment As further discussed in Note 4, on March 23, 2021, the Company, the Holders’ Representative and the Rights Agent entered into a First Amendment to Contingent Value Rights Agreement to amend the Original CVR Agreement.

Summary of Significant Accounting Policies (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) segment
Concentration of Credit Risk
Deposits in excess of federally insured amounts	$ 9,500
Income Taxes
Provision (benefit) for income taxes	$ 0
Segment Information
Number of operating segment \| segment	1
Minimum
Estimated useful life	3 years
Maximum
Estimated useful life	5 years

Balance Sheet Detail (Details) - USD ($) $ in Thousands	12 Months Ended
Balance Sheet Detail (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Balance Sheet Detail
Total property and equipment	$ 218	$ 217
Less accumulated depreciation	(63)	(17)
Property and equipment, net	155	200
Depreciation	46	17
Research and development equipment
Balance Sheet Detail
Total property and equipment	158	158
Office equipment
Balance Sheet Detail
Total property and equipment	$ 60	$ 59

Mergers - Milestone Events (Details) - ANA Merger $ in Millions	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Percentage of royalty payments	2.50%
First Receipt of Marketing Approval from the Food and Drug Administration
Business Acquisition [Line Items]
Milestone Payment	$ 45.0
500 million
Business Acquisition [Line Items]
Sales based milestone payment	500.0
Milestone Payment	9.0
1 billion
Business Acquisition [Line Items]
Sales based milestone payment	1,000.0
Milestone Payment	13.5
3 billion
Business Acquisition [Line Items]
Sales based milestone payment	3,000.0
Milestone Payment	36.0
5 billion
Business Acquisition [Line Items]
Sales based milestone payment	5,000.0
Milestone Payment	$ 72.0

Mergers - Contingent Value Rights Agreement (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Jul. 23, 2019
Merger Agreement
Percentage of gross consideration	80.00%
Contingent value rights term	15 years
Contingent value rights term in case of other than grant, sale or transfer	10 years
Commitment to support develop gemcabene	$ 1.0
License Agreement with Beijing SL
Merger Agreement
Upfront payment to be received	$ 2.5	$ 2.5

Commitments and Contingencies - Operating Lease - Lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Maturity of the lease liability was as follows (in thousands):
2021	$ 32
2022	32
2023	32
2024	16
Total lease payments	112
Less effect of discounting	(18)
Total	94
Short-term portion	(24)	$ (22)
Lease liability, long-term	70	$ 94
Head Quarters in Boston Lease
Maturity of the lease liability was as follows (in thousands):
2021	21
Total lease payments	21
Total	$ 0

Commitments and Contingencies - Xiehecheng Cultivation Service Agreement (Details) - Xiehecheng Chinese Herm Limited Corporation - Cultivation Service Agreement $ in Thousands	Dec. 31, 2020 USD ($)
Other Commitments [Line Items]
2021	$ 220
2022	220
Other Commitment, Total	$ 440

Commitments and Contingencies - Pfizer License Agreement (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2015 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Tier One Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		$ 1,000
Payments for specified global net sales milestones		500,000
Tier Two Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		1,500
Payments for specified global net sales milestones		1,000,000
Tier Three Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		4,000
Payments for specified global net sales milestones		3,000,000
Tier Four Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		8,000
Payments for specified global net sales milestones		5,000,000
Pfizer, Inc. \| License Agreement
Commitments and Contingencies
Number of years after the first commercial sale	P5Y
Milestones or royalty payments triggered		0	$ 0
Notice period	90 days
Termination fee		3,000
Pfizer, Inc. \| License Agreement \| Milestone Payments \| Maximum
Commitments and Contingencies
Potential payments upon achievement of certain milestones	37,000
YourChoice \| License Agreement
Commitments and Contingencies
Royalty and milestone payment due		$ 19,500
Percentage of royalty payments		0.50%
YourChoice \| License Agreement \| Milestone Payments
Commitments and Contingencies
Royalty and milestone payment due		$ 5,000

Stockholders’ Equity (Deficit) - Warrants (Details) - $ / shares shares in Thousands	Dec. 31, 2020	Dec. 31, 2019
Warrants
Number Outstanding	78,055	40,555
Number Exercisable	78,055	40,555
$186.75
Warrants
Exercise price		$ 186.75
Number Outstanding		1,440
Number Exercisable		1,440
$260.00
Warrants
Exercise price		$ 260.00
Number Outstanding		39,115
Number Exercisable		39,115
$12.50
Warrants
Exercise price	$ 12.50
Number Outstanding	37,500
Number Exercisable	37,500

Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	2 Months Ended
	Dec. 30, 2019	Apr. 30, 2018	Jun. 30, 2019
Series A and Series B Redeemable Convertible Preferred Stock
Redeemable Preferred Stock
Number of stock converted	8,264,613
Conversion ratio	1
Series A Redeemable Convertible Preferred Stock
Redeemable Preferred Stock
Shares issued (in shares)		4,801,020
Shares price (in dollars per share)		$ 3.50
Gross proceeds		$ 16,800
Series B Redeemable Convertible Preferred Stock
Redeemable Preferred Stock
Shares issued (in shares)			3,463,593
Shares price (in dollars per share)			$ 7.00
Gross proceeds			$ 24,240

Stock-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
Stock-Based Compensation (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Stock-Based Compensation
Share-based compensation	$ 699	$ 118
Research and development
Stock-Based Compensation
Share-based compensation	18	75
General and administrative
Stock-Based Compensation
Share-based compensation	$ 681	$ 43

Stock-Based Compensation - Assumptions (Details)	12 Months Ended
Stock-Based Compensation - Assumptions (Details)	Dec. 31, 2020	Dec. 31, 2019
Stock-Based Compensation
Expected stock price volatility	77.40%	75.00%
Expected life of options (years)	5 years 9 months 18 days	10 years
Expected dividend yield		0.00%
Risk free interest rate	1.51%	2.75%

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Recurring
Fair value measurements
Total liabilities at Fair Value	$ 0	$ 0
Nonrecurring
Fair value measurements
Total liabilities at Fair Value	$ 0	$ 0

Related Party Transactions (Details) - USD ($) $ in Thousands				12 Months Ended
	Jun. 07, 2020	Dec. 30, 2019	Sep. 28, 2018	Dec. 31, 2020	Dec. 31, 2019
Related Party Transactions
Related Party Costs		$ 227,000
License Agreement \| YourChoice
Related Party Transactions
Royalty and milestone payment due				$ 19,500
Dong-A ST \| Manufacturing Agreement
Related Party Transactions
Term of agreement	5 years		5 years
Related Party Costs				$ 0	$ 314
Period for dismission of allegations.			30 days

Defined Contribution Plan (Details)	12 Months Ended
Defined Contribution Plan (Details)	Dec. 31, 2020
Defined Contribution Plan Disclosure [Line Items]
Minimum age of employee to cover under the plan	21 years
Employer matches vesting period	6 years
Percentage of employee contribution vested on their contribution	100.00%
Maximum
Defined Contribution Plan Disclosure [Line Items]
Employee compensation deferred percentage	90.00%

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended	12 Months Ended
	Jan. 21, 2021	Jan. 01, 2021	Jan. 01, 2020	Jan. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Common Stock
Subsequent Events
Common Stock Issued					750,000	594,850
Private placement
Subsequent Events
Proceeds from Issuance of Common Stock				$ 10.0
Subsequent Event \| Private placement
Subsequent Events
Proceeds from Issuance of Common Stock	$ 10.0
Subsequent Event \| Private placement \| Common Stock
Subsequent Events
Common Stock Issued	2,500,000
Share Price	$ 4.00
Subsequent Event \| Warrants 2021 [Member] \| Private placement
Subsequent Events
Number of Warrants Issued	2,500,000
Exercise Price of Warrants or Rights	$ 6.03
Subsequent Event \| Warrants 2021 [Member] \| Private placement \| Minimum
Subsequent Events
Class of Warrant or Right, Warrant Term	6 months
Subsequent Event \| Warrants 2021 [Member] \| Private placement \| Maximum
Subsequent Events
Class of Warrant or Right, Warrant Term	5 years 6 months
2019 Plan
Subsequent Events
Number of shares added (In shares)			623,708
2019 Plan \| Subsequent Event
Subsequent Events
Number of shares added (In shares)		786,847