0001558370-22-004958 | 10-K | XBRL Viewer | Neurobo Pharmaceuticals INC

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Mergers - Summarizes the purchase price (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Business Acquisition [Line Items]
Purchase price	$ 17,720
ANA Merger
Business Acquisition [Line Items]
Number of shares of the combined organization owned by ANA's pre-merger stockholders \| shares	3,243,875
Multiplied by the fair value per share of NeuroBo's common stock \| $ / shares	$ 5.25
Fair value of common stock issued to effect the 2020 Merger	$ 17,030
Transaction costs	690
Purchase price	$ 17,720

Mergers

12 Months Ended

Dec. 31, 2021

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 effect 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 between ANA and YourChoice Therapeutics, Inc. (“YourChoice”) (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.

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, 2021, 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

Contingent Value Rights Agreement

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

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

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

Consolidated Statements of Cash Flows - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net loss	$ (15,284)	$ (29,678)
Adjustments to reconcile net loss to net cash used in operating activities:
In process research and development, non-cash portion		17,339
Stock-based compensation	662	699
Non-cash lease expense	24	21
Depreciation	48	46
Change in assets and liabilities, net of the effects of the asset acquisitions:
Prepaid expenses and other assets	396	33
Accounts payable	(1,162)	1,123
Accrued and other liabilities	182	(347)
Net cash used in operating activities	(15,134)	(10,764)
Investing activities
Cash acquired in connection with asset acquisitions		180
Transaction costs in connection with asset acquisitions	(583)	(107)
Purchases of property and equipment	(3)	(4)
Net cash (used in) provided by investing activities	(586)	69
Financing activities
Proceeds from equity offering	24,000	7,500
Issuance costs	(2,089)	(695)
Exercise of stock options	115	53
Net cash provided by financing activities	22,026	6,858
Net increase (decrease) in cash	6,306	(3,837)
Net foreign exchange difference	(8)	3
Cash at beginning of year	10,089	13,923
Cash at end of year	$ 16,387	10,089
Supplemental non-cash investing and financing transactions:
Common stock and warrants issued in connection with asset acquisitions		17,030
Net assets assumed in connection with asset acquisitions		201
Unpaid transaction costs in accounts payable and accrued expenses related to asset acquisitions		$ 583
Placement warrants issued in connection with equity financing		289

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

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:


	Year Ended
	December 31,
		2021		2020
Research and development	$	-	$	18
General and administrative		662		681
Total stock-based compensation	$	662	$	699

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 January 1, 2020	633,277	$	0.63	—		—

Granted	420,000	$	8.05	—		—
Exercised	(84,589)	$	0.63	—	$	639
Forfeited/Cancelled	(48,333)	$	8.39	—		—
Outstanding at December 31, 2020	920,355	$	3.61	8.5	$	2,535
Granted	676,666	$	2.26	—		—
Exercised	(182,896)	$	0.63	—	$	364
Forfeited/Cancelled	(439,126)	$	1.93	—		—
Outstanding at December 31, 2021	974,999	$	3.99	9.3	$	-
Vested and expected to vest at December 31, 2021	974,999	$	3.99	9.3	$	-
Options exercisable at December 31, 2021	203,332	$	8.01	8.2	$	-

(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 per share at December 31, 2021 and 2020, as well as the dates options are exercised. Options with exercise prices above the fair value of the common stock were excluded from the intrinsic value calculations.

Schedule of unvested stock options

The following table summarizes the Company’s unvested stock options as of and for the year ended December 31, 2021:


		Weighted
		Average
	Number of	Grant Date
	Options	Fair Value
Nonvested at January 1, 2021	629,127	$	2.48
Granted	676,666	$	1.53
Vested	(95,000)	$	5.10
Forfeited/Cancelled	(439,126)	$	1.35
Nonvested as of December 31, 2021	771,667	$	1.97

Schedule of weighted-average assumptions, option-pricing model


	Year Ended
	December 31,
	2021			2020

Expected stock price volatility		79.0-80.4	%		77.4	%
Expected life of options (years)		5.8			5.8
Expected dividend yield		—	%		—	%
Risk free interest rate		0.93-1.33	%		1.51	%

Merger - Contingent Value Rights Agreement (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 23, 2021	Dec. 30, 2019
Asset Acquisition [Abstract]
Percentage of proceeds from the grant, sale, or transfer of rights		10.00%	80.00%
Amount of milestones accrued	$ 0

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

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, 2021, the Company had deposits in excess of federally insured amounts by $16.0 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 and lease liabilities. 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 10 - Fair Value Measurements.

General and Administrative Expenses

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

Research and Development Costs

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

Acquired In-Process Research and Development

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

Income Taxes

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

Stock-Based Compensation

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

Leases

The Company accounts for leases under Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company assesses its contracts at inception to determine whether the contract contains a

lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time. The Company has recognized right-of-use assets and lease liabilities that represent the net present value of future operating lease payments utilizing a discount rate corresponding to the Company’s incremental borrowing rate and amortized over the remaining terms of the leases. For operating leases of a short-term nature, i.e., those with a term of less than twelve months, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term.

Property and Equipment

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

Foreign Currency Translation

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

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

Patent Costs

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

Comprehensive Loss

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

Segment Information

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

Recent Accounting Pronouncements Adopted

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

In 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 adopted this new guidance on January 1, 2021 and the adoption did not have a material impact on the Company’s consolidated financial statements.

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 adopted this new guidance on January 1, 2021 and the adoption did not have a material impact on the Company’s 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.

Net Loss Per Share of Common Stock - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock options.
Potential common shares
Potential common shares	974,999	920,355
Warrants
Potential common shares
Potential common shares	6,885,748	78,055

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

Stock-Based Compensation - Unvested stock options (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Nonvested Stock Options
Nonvested, Beginning Balance \| shares	629,127
Granted (in shares) \| shares	676,666
Vested \| shares	(95,000)
Forfeited/Cancelled \| shares	(439,126)
Nonvested, Ending Balance \| shares	771,667
Nonvested, Weighted Average
Nonvested, Beginning Balance \| $ / shares	$ 2.48
Weighted average fair value per share of options granted \| $ / shares	1.53
Weighted average fair value per share of options vested \| $ / shares	5.10
Weighted average fair value per share of options forfeited \| $ / shares	1.35
Nonvested, Ending Balance \| $ / shares	$ 1.97

Income Taxes - Significant components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Federal and state operating loss carryforwards	$ 19,904	$ 14,052
Foreign operating loss carryforwards	324	243
Acquired intangibles	8,706	11,050
Stock-based compensation	276	161
Lease Liability	17	24
Other	44	52
Research and development credit carryforwards	1,483	1,166
Total deferred tax assets	30,754	26,748
Valuation allowance	(30,800)	(26,700)
Total deferred tax assets, net of valuation allowance	20	27
Deferred tax liabilities:
ROU Asset	(18)	(24)
Other	(2)	(3)
Domestic
Deferred tax assets:
Valuation allowance	(30,410)	(26,478)
Foreign
Deferred tax assets:
Valuation allowance	$ (324)	$ (243)

Net Loss Per Share of Common Stock

12 Months Ended

Dec. 31, 2021

Net Loss Per Share of Common Stock

Net Loss Per Share of Common Stock

9. Net Loss Per Share of Common Stock

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

The following potential shares of common stock were not considered in the computation of diluted net loss per share as their effect would have been anti-dilutive:


	Year ended
	2021	2020
Stock options	974,999	920,355
Warrants	6,885,748	78,055

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 16,387	$ 10,089
Prepaid expenses	197	546
Other assets		48
Total current assets	16,584	10,683
Right-of-use assets and other	105	130
Property and equipment, net	110	155
Total assets	16,799	10,968
Current liabilities:
Accounts payable	830	2,575
Accrued liabilities	1,301	1,096
Lease liability, short-term	26	24
Total current liabilities	2,157	3,695
Lease liability, long-term	45	70
Total liabilities	2,202	3,765
Commitments and contingencies (Notes 4, 5, 6 and 12)
Stockholders' equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of December 31, 2021 and 2020; no shares issued or outstanding as of December 31, 2021 and 2020.
Common stock, $0.001 par value per share, 100,000,000 shares authorized as of December 31, 2021 and 2020; 26,661,771 and 19,671,182 shares issued and outstanding as of December 31, 2021 and 2020, respectively.	27	20
Additional paid-in capital	96,394	73,713
Accumulated other comprehensive income	4	14
Accumulated deficit	(81,828)	(66,544)
Total stockholders' equity	14,597	7,203
Total liabilities and stockholders' equity	$ 16,799	$ 10,968

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

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, 2021:


	As of
	December 31,
2022		32
2023		32
2024		16
Total lease payments		80
Less effect of discounting		(9)
Total		71
Short-term portion		(26)
Long-term portion	$	45

Xiehecheng Chinese Herm Limited Corporation

Schedule of future minimum payments of other commitments

As of December 31, 2021, future minimum payments under the agreement, which is cancellable annually at the end of each research year, are as follows:


	December 31,

2022	$	132
	$	132

The Company and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 18, 2022	Dec. 31, 2021	Dec. 31, 2020
Sale of Stock
Cash		$ 16,387	$ 10,089
Accumulated deficit		$ (81,828)	$ (66,544)
Number Of Consecutive Compliance Business Days	10 days
Common stock, shares issued		26,661,771	19,671,182
Minimum
Sale of Stock
Closing Bid Price Requirement	$ 1.00
ANA Merger
Sale of Stock
Ownership acquired			80.00%
Common stock, shares issued			3,243,875

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
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	26,661,771	19,671,182
Common stock, shares outstanding	26,661,771	19,671,182

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Recurring
Fair value measurements
Total liabilities at Fair Value	$ 0	$ 0
Nonrecurring
Fair value measurements
Total liabilities at Fair Value	$ 0	$ 0

Subsequent Events (Details) - USD ($) $ in Thousands			1 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Jan. 01, 2022	Jan. 01, 2021	Feb. 28, 2022
Subsequent Event \| Boston Lease Extension
Subsequent Events
Monthly rental cost			$ 1
2019 Plan
Subsequent Events
Number of shares added (In shares)		786,847
2019 Plan \| Subsequent Event
Subsequent Events
Number of shares added (In shares)	1,066,470

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development	$ 6,546	$ 4,531
Acquired in-process research and development		17,339
General and administrative	8,752	7,846
Total operating expenses	15,298	29,716
Loss from operations	(15,298)	(29,716)
Interest income	14	39
Other expense, net		(1)
Loss before income taxes	(15,284)	(29,678)
Provision for income taxes	0
Net loss	(15,284)	(29,678)
Other comprehensive (loss) income, net of tax	(10)	2
Comprehensive loss	$ (15,294)	$ (29,676)
Loss per share:
Net loss per share, basic	$ (0.66)	$ (1.83)
Net loss per share, diluted	$ (0.66)	$ (1.83)
Weighted average common shares outstanding:
Basic	23,143,792	16,217,339
Diluted	23,143,792	16,217,339

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2021
Summary of Significant Accounting Policies
Use of Estimates	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company's consolidated financial statements relate to accrued expenses and the fair value of stock-based compensation and warrant issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making 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	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, 2021, the Company had deposits in excess of federally insured amounts by $16.0 million.
Fair Value of Financial Instruments	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 and lease liabilities. 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 10 - Fair Value Measurements.
General and Administrative Expenses	General and Administrative Expenses General and administrative expenses consist primarily of personnel-related costs, including salaries and stock-based compensation costs, for personnel in functions not directly associated with research and development activities. Other significant costs include legal fees related to intellectual property and corporate matters and professional fees for accounting and other services.
Research and Development Costs	Research and Development Costs Research and development costs are charged to expense as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development.
Acquired In-Process Research and Development Expenses	Acquired In-Process Research and Development The Company includes costs to acquire or in-license product candidates in acquired in-process research and development expenses (“IPR&D”). When the Company acquires the right to develop and commercialize a new product candidate, any up-front payments, or any future milestone payments that relate to the acquisition or licensing of such a right are immediately expensed as acquired in-process research and development in the period in which they are incurred. These costs are immediately expensed provided that the payments do not also represent processes or activities that would constitute a “business” as defined under GAAP, or provided that the product candidate has not achieved regulatory approval for marketing and absent obtaining such approval, has no alternative future use. Royalties owed on future sales of any licensed product will be expensed in the period the related revenues are recognized.
Income Taxes	Income Taxes The Company utilizes the liability method of accounting for income taxes as required by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Currently, there is no provision for income taxes, as the Company has incurred operating losses to date, and a full valuation allowance has been provided on the net deferred tax assets.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation — Stock Compensation (“ASC 718”). Accordingly, compensation costs related to equity instruments granted are recognized at the grant-date fair value. The Company records forfeitures when they occur. Stock-based compensation arrangements to non-employees are accounted for in accordance with the applicable provisions of ASC 718 using a grant date fair value approach.
Leases	Leases The Company accounts for leases under Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company assesses its contracts at inception to determine whether the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time. The Company has recognized right-of-use assets and lease liabilities that represent the net present value of future operating lease payments utilizing a discount rate corresponding to the Company’s incremental borrowing rate and amortized over the remaining terms of the leases. For operating leases of a short-term nature, i.e., those with a term of less than twelve months, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term.
Property and Equipment	Property and Equipment Property and equipment is recorded at cost and reduced by accumulated depreciation. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful life for property and equipment ranges from three to five years. Tangible assets acquired for research and development activities and that have an alternative use are capitalized over the useful life of the acquired asset. Estimated useful lives are periodically reviewed, and when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Maintenance and repairs are charged directly to expense as incurred.
Foreign Currency Translation	Foreign Currency Translation The foreign subsidiary uses the South Korean Won (KRW) as their functional currency. The Company translates the assets and liabilities of its foreign operation into U.S. dollars based on the rates of exchange in effect as of the transaction date. The resulting adjustments from the translation process are included in accumulated other comprehensive (loss) income in the accompanying consolidated balance sheets. Certain transactions of the Company are settled in foreign currency and are thus translated to U.S. dollars at the rate of exchange in effect at the end of each month. Gains and losses resulting from the translation are included in other income or expense in the accompanying consolidated statements of operations and comprehensive loss.
Patent Costs	Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income or loss. Comprehensive loss includes net loss as well as other changes in stockholders' equity that result from transactions and economic events other than those with stockholders. Comprehensive loss currently consists of net loss and changes in foreign currency translation adjustments.
Segment Information	Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is principally the business of development and commercialization of therapeutics.
Recent Accounting Pronouncements Adopted	Recent Accounting Pronouncements Adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In 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 adopted this new guidance on January 1, 2021 and the adoption did not have a material impact on the Company’s consolidated financial statements. 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 adopted this new guidance on January 1, 2021 and the adoption did not have a material impact on the Company’s 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.

Stock-Based Compensation - Evergreen provision (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Jan. 01, 2021	Dec. 31, 2021	Dec. 31, 2020
Number of Options
Vested		95,000
Weighted average fair value per share of options vested		$ 5.10
Remaining nonvested options		771,667	629,127
Forfeited, nonvested		439,126
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)	786,847
2019 Plan \| Stock options
Number of Options
Aggregate maximum number of shares of common stock that may be issued		4,444,115
Vested		95,000	145,485
Weighted average fair value per share of options vested		$ 5.45	$ 4.23
Forfeited, nonvested		439,126	48,333
Stock Plan 2018 And 2019 Plans
Unrecognized share-based compensation
Unrecognized share-based compensation cost		$ 1.4
Unrecognized share-based compensation - Weighted average period		1 year 8 months 12 days
Stock Plan 2018 And 2019 Plans \| Stock options
Number of Options
Available for future issuance		7,652,740
Unrecognized share-based compensation
Unrecognized share-based compensation - Weighted average period		1 year 8 months 12 days
Maximum \| 2019 Plan
Number of Options
Aggregate maximum number of shares of common stock that may be issued		6,680,000

Stockholders Equity (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	Oct. 01, 2021 USD ($) $ / shares shares	Jan. 21, 2021 USD ($) $ / shares shares	Apr. 16, 2020 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) Vote / shares	Dec. 31, 2020 shares
Voting Rights
Risk free interest rate					1.51%
Expected stock price volatility					77.40%
Expected life of options (years)				5 years 9 months 18 days	5 years 9 months 18 days
Registered Offering
Voting Rights
Shares issued (in shares) \| shares			750,000
Offering shares (Per share) \| $ / shares			$ 10
Gross proceeds			$ 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
October 2021 Registered Direct Offering
Voting Rights
Shares issued (in shares) \| shares	4,307,693
Offering shares (Per share) \| $ / shares	$ 3.25
Gross proceeds	$ 14,000
Warrants to purchase shares of common stock \| shares	4,307,693
Warrants exercise price \| $ / shares	$ 3.75
Period from issuance date the warrants become exercisable	6 months
Warrants term	3 years 6 months
Fair market value of warrant	$ 4,100
Relative fair value attributable to the stock	9,800
Relative fair value attributable to the warrants	$ 4,200
Risk free interest rate	0.50%
Expected stock price volatility	80.00%
Expected life of options (years)	3 years 6 months
Expected dividend yield	0.00%
Issuance costs	$ 1,200
Cash commissions	1,000
Legal and other fees	$ 200
2021 Private placement
Voting Rights
Shares issued (in shares) \| shares		2,500,000
Offering shares (Per share) \| $ / shares		$ 4.00
Gross proceeds		$ 10,000
Warrants to purchase shares of common stock \| shares		2,500,000
Warrants exercise price \| $ / shares		$ 6.03
Fair market value of warrant		$ 7,500
Relative fair value attributable to the stock		6,300
Relative fair value attributable to the warrants		$ 3,700
Risk free interest rate		0.50%
Expected stock price volatility		76.00%
Expected life of options (years)		5 years 6 months
Expected dividend yield		0.00%
Issuance costs		$ 900
Cash commissions		700
Legal and other fees		$ 200
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
Minimum
Voting Rights
Risk free interest rate				0.93%
Expected stock price volatility				79.00%
Minimum \| 2021 Private placement
Voting Rights
Expected life of options (years)		5 years 6 months
Maximum
Voting Rights
Risk free interest rate				1.33%
Expected stock price volatility				80.40%

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

5. Commitments and Contingencies

Operating Leases

Boston Leases

On May 14, 2021, the Company entered into a non-cancelable operating lease for its corporate headquarters located in Boston Massachusetts. The agreement, effective August 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 $2 over the term of the lease. In December 2021, the Company signed an amendment to its corporate headquarters lease to extend the term until March 31, 2022 for rental costs of approximately $1 per month.

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

No assets and liabilities were recognized for the corporate headquarters leases at December 31, 2021 and 2020. Due to the short-term nature of the leases, the Company recognized lease payments as an expense on a straight-line basis over the remaining lease term. For the years ended December 31, 2021 and 2020, expense under the corporate headquarters leases in the aggregate was $48 and $308, respectively.

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. 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, 2021, the weighted average remaining lease term was 2.5 years. For the years ended December 31, 2021

and 2020, the Company recorded non-cash expense of $24 and $21, respectively, related to the Korea Lease. During the year ended December 31, 2021 and 2020, the Company made cash payments of $32 during each annual period, 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, 2021:


	As of
	December 31,
2022		32
2023		32
2024		16
Total lease payments		80
Less effect of discounting		(9)
Total		71
Short-term portion		(26)
Long-term portion	$	45

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, 2021, future minimum payments under the agreement, which is cancellable annually at the end of each research year, are as follows:


	December 31,

2022	$	132
	$	132

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, 2021.

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, 2021 and 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 license agreement, and as such, no liabilities were recorded related to the Pfizer Agreement.

YourChoice License Agreement

As described in Note 4, - Mergers, in connection with the acquisition of ANA, the Company assumed the YourChoice Agreement” between ANA and 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 2021 and 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.

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating loss carryforwards
Deferred Tax Assets, Gross	$ 30,754	$ 26,748
Deferred Tax Assets, Valuation Allowance, Total	30,800	26,700
Federal net operating loss carryforwards	81,800	57,500
Federal research credit carry forward	1,000	700
Research and development credit carryforwards	1,483	1,166
State net operating loss carryforwards	42,600	25,100
State research credit carryforwards	$ 600	500
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
Foreign
Operating loss carryforwards
Deferred Tax Assets, Valuation Allowance, Total	324	243
Operating Loss Carryforwards	$ 1,300	$ 1,000

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes

Income Taxes

11. Income Taxes

The effective tax rate for the years ended December 31, 2021 and 2020 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,
	2021		2020
Income tax (benefit) provision at federal statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	3.5		1.9
Acquired in-process research and development expense	-		(12.3)
Valuation allowance	(26.2)		(44.3)
Research credits	2.5		0.3
Provision to tax return	(1.0)		34.2
Other	0.2		(0.8)
Effective tax rate	—	%	—	%

Loss before provision for taxes for the years ended December 31, 2021 and 2020 consisted of the following:


	Year Ended December 31,
	2021		2020

Loss before Income taxes:
Domestic	$	(14,954)	$	(29,297)
Foreign		(330)		(381)
	$	(15,284)	$	(29,678)

The components of income tax provision (benefit) consisted of the following for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020

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

Deferred
Domestic		(3,932)		(13,059)
Foreign		(81)		(95)
Total deferred tax provision (benefit)		(4,013)		(13,154)

Change in valuation allowance - Domestic		3,932		13,059
Change in valuation allowance - Foreign		81		95

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,
	2021		2020

Deferred tax assets:
Federal and state operating loss carryforwards	$	19,904	$	14,052
Foreign operating loss carryforwards		324		243
Acquired intangibles		8,706		11,050
Stock-based compensation		276		161
Lease liability		17		24
Other		44		52
Research and development credit carryforwards		1,483		1,166
		30,754		26,748
Valuation allowance - Domestic		(30,410)		(26,478)
Valuation allowance - Foreign		(324)		(243)
Total deferred tax assets, net of valuation allowance		20		27

Deferred tax liabilities:
ROU asset		(18)		(24)
Other		(2)		(3)
Net deferred tax assets	$	—	$	—

As of December 31, 2021 and 2020, the Company had deferred tax assets of approximately $30.8 million and $26.7 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 $30.8 million and $26.7 million as of December 31, 2021 and 2020, 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, 2021 and 2020, the Company’s federal net operating loss carryforwards were approximately $81.8 million and $57.5 million, respectively. The Company had federal research credit carryforwards as of December 31, 2021 and 2020 of approximately $1.0 million and $0.7 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, 2021 and 2020, the Company had state net operating loss carryforwards of approximately $42.6 million and $25.1 million, respectively. The Company had state research credit carryforwards of $0.6 million and $0.5 million as of December 31, 2021 and 2020, respectively. The state net operating loss carryforwards and state research credit carryforwards will begin to expire in 2038, if not utilized. Lastly, the Company had foreign net operating loss carryforwards of approximately $1.3 million and $1.0 million as of December 31, 2021 and 2020, 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.

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, 2021 and 2020, 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, 2021, 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 2021.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Options, Additional Disclosures
Granted (in shares)	676,666
Options, Outstanding, Aggregate Intrinsic Value	$ 364	$ 639
Weighted average fair value per share of options granted	$ 1.53
Maximum \| 2019 Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)	6,680,000
Stock options
Stock Options, Additional Disclosures
Outstanding, Number, Beginning Balance (in shares)	920,355	633,277
Granted (in shares)	676,666	420,000
Exercised (in shares)	(182,896)	(84,589)
Forfeited/Cancelled (in shares)	(439,126)	(48,333)
Outstanding, Number, Ending Balance (in shares)	974,999	920,355
Vested and expected to vest (in shares)	974,999
Exercisable (in share)	203,332
Outstanding, Weighted Average Exercise Price, Beginning Balance (in dollars per share)	$ 3.61	$ 0.63
Granted (in dollars per share)	2.26	8.05
Exercise price (in dollars per share)	0.63	0.63
Forfeited/Cancelled (in dollars per share)	1.93	8.39
Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share)	3.99	$ 3.61
Vested and expected to vest (in dollars per share)	3.99
Exercisable (in dollars per share)	$ 8.01
Options, Outstanding, Weighted Average Remaining Contractual Term (years)	9 years 3 months 18 days	8 years 6 months
Vested and expected to vest (years)	9 years 3 months 18 days
Exercisable (years)	8 years 2 months 12 days
Options, Outstanding, Aggregate Intrinsic Value		$ 2,535
Weighted average fair value per share of options granted	$ 1.53	$ 5.35
Stock options \| Inducement Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)	1,000,000
Stock options \| 2018 Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)	3,452,252
Stock options \| 2019 Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)	4,444,115
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

Balance Sheet Detail - Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Detail
External research and development expenses	$ 854	$ 218
Payroll related	376	277
Professional services	59	561
Other	12	40
Total	$ 1,301	$ 1,096

Stockholders Equity (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity

Schedule of Gemphire warrants assumed in the Merger



	Exercise Price		Number Outstanding		Expiration Date	Number Exercisable
	$	186.75		1,440	July 2028		1,440
	$	260.00		39,115	March 2022		39,115
	$	12.50		37,500	April 2025		37,500
Total outstanding December 31, 2020				78,055			78,055

	$	6.03		2,500,000	July 2026		2,500,000
	$	3.75		4,307,693	April 2025		-
				6,885,748			2,578,055

Share-Based Compensation - Executives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of Options
Stock-based compensation	$ 662	$ 699
Remaining nonvested options	771,667	629,127
General and administrative
Number of Options
Stock-based compensation	$ 662	$ 681
Research and development
Number of Options
Stock-based compensation		$ 18

Stock Based Compensation - Assumptions (Details)	12 Months Ended
Stock Based Compensation - Assumptions (Details)	Dec. 31, 2021	Dec. 31, 2020
Share-based compensation
Expected stock price volatility		77.40%
Expected life of options (years)	5 years 9 months 18 days	5 years 9 months 18 days
Risk free interest rate		1.51%
Minimum
Share-based compensation
Expected stock price volatility	79.00%
Risk free interest rate	0.93%
Maximum
Share-based compensation
Expected stock price volatility	80.40%
Risk free interest rate	1.33%

Income Taxes - Reconciliation of income tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of income tax:
Income tax (benefit) provision at federal statutory rate (as a percent)	21.00%	21.00%
State income tax, net of federal benefit (as a percent)	3.50%	1.90%
Acquired in-process research and development expense (as a percent)		(12.30%)
Valuation allowance (as a percent)	(26.20%)	(44.30%)
Research credits (as a percent)	2.50%	0.30%
Provision to tax return (as a percent)	(1.00%)	34.20%
Other (as a percent)	0.20%	(0.80%)
Effective tax rate (as a percent)	0.00%	0.00%
Income tax benefit (expense)	$ 0

Summary of Significant Accounting Policies (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) segment
Concentration of Credit Risk
Deposits in excess of federally insured amounts	$ 16,000
Income Taxes
Provision (benefit) for income taxes	$ 0
Segment Information
Number of operating segment \| segment	1
Minimum
Estimated useful life	3 years
Maximum
Estimated useful life	5 years

- Definition

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

+ References + Details

Commitments and Contingencies - Pfizer License Agreement (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2015 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Commitments and Contingencies
Percentage of royalty payments		2.50%
Tier One Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		$ 1,000
Payments for specified global net sales milestones		500,000
Tier Two Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		1,500
Payments for specified global net sales milestones		1,000,000
Tier Three Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		4,000
Payments for specified global net sales milestones		3,000,000
Tier Four Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		8,000
Payments for specified global net sales milestones		5,000,000
Pfizer, Inc. \| License Agreements
Commitments and Contingencies
Number of years after the first commercial sale	five
Milestones or royalty payments triggered		0	$ 0
Notice period	90 days
Termination fee		3,000
Pfizer, Inc. \| License Agreements \| Milestone Payments \| Maximum
Commitments and Contingencies
Potential payments upon achievement of certain milestones	37,000
YourChoice \| License Agreements
Commitments and Contingencies
Milestones or royalty payments triggered		0	0
Royalty and milestone payment due		$ 19,500	$ 19,500
Percentage of royalty payments		0.50%
YourChoice \| License Agreements \| Milestone Payments
Commitments and Contingencies
Royalty and milestone payment due		$ 5,000

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Balance at beginning of period at Dec. 31, 2019	$ 16	$ 49,130	$ 12	$ (36,866)	$ 12,292
Balance at beginning of period (shares) at Dec. 31, 2019	15,592,718
Increase (Decrease) in Stockholders' Equity
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
Transaction costs in connection with equity financing		(984)			(984)
Issuance of broker warrants in connection with equity financing		289			289
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
Exercise of stock options		53			53
Exercise of stock options (in shares)	84,589
Stock-based compensation		699			699
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
Increase (Decrease) in Stockholders' Equity
Issuance of common stock and warrants in connection with equity financing	$ 7	23,993			24,000
Issuance of common stock and warrants in connection with equity financing (in shares)	6,807,693
Transaction costs in connection with equity financing		(2,089)			(2,089)
Exercise of stock options		115			115
Exercise of stock options (in shares)	182,896
Stock-based compensation		662			662
Foreign currency translation adjustment			(10)		(10)
Net loss				(15,284)	(15,284)
Balance at end of period at Dec. 31, 2021	$ 27	$ 96,394	$ 4	$ (81,828)	$ 14,597
Balance at end of period (shares) at Dec. 31, 2021	26,661,771

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Measurements

Fair Value Measurements

10. Fair Value Measurements

The Company follows accounting guidance that emphasizes that fair value is a market-based measurement, not an entity specific measurement. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market participants at the measurement date.” Fair value measurements are defined on a three level hierarchy:

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

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

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

There were no financial instruments measured on a recurring basis as of December 31, 2021 and 2020 and on a non-recurring basis for any of the periods presented.

- Definition

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

+ References + Details

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2021

Net Loss Per Share of Common Stock

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


	Year ended
	2021	2020
Stock options	974,999	920,355
Warrants	6,885,748	78,055

Stockholders Equity - Warrants (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Warrants
Number Outstanding	78,055	6,885,748
Number Exercisable	78,055	2,578,055
$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
$6.03
Warrants
Exercise price		$ 6.03
Number Outstanding		2,500,000
Number Exercisable		2,500,000
$3.75
Warrants
Exercise price		$ 3.75
Number Outstanding		4,307,693

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events

Subsequent Events

14. Subsequent Events

2019 Plan Evergreen Provision

On January 1, 2022, 1,066,470 shares were added to the 2019 Plan as a result of the evergreen provision.

Boston Lease Extension

In February 2022, the Company signed an amendment to its corporate headquarters lease to extend the term until June 2022 for rental costs of approximately $1 per month.

Commitments and Contingencies - Operating Leases - (Details) - USD ($) $ in Thousands				1 Months Ended		12 Months Ended
	May 14, 2021	Feb. 01, 2021	Feb. 01, 2020	Dec. 31, 2021	May 31, 2019	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies
Right-of-use assets and other				$ 105		$ 105	$ 130
Lease asset liability				71		71
Operating lease, liability current				26		26	24
Operating lease, liability noncurrent				$ 45		$ 45	70
Korea
Commitments and Contingencies
Term of contract					5 years
Option to renew					true
Renewal term					5 years
Operating lease discount rate				10.00%		10.00%
Weighted average remaining lease term				2 years 6 months		2 years 6 months
Non-cash expense related to Korea lease						$ 24	21
Operating lease cash payments						32	32
Head Quarters in Boston Lease
Commitments and Contingencies
Term of contract	6 months	6 months	1 year
Monthly rental cost	$ 3	$ 3	$ 21	$ 1
Rent concessions granted by the landlord	$ 2	$ 1	$ 32
Lease expense						48	$ 308
Right-of-use assets and other				$ 0		$ 0

License Agreement

12 Months Ended

Dec. 31, 2021

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”)(the “Beijing SL Agreement”) was assumed by the Company, pursuant to which the Company granted Beijing SL an exclusive royalty-bearing license to research, develop,

manufacture and commercialize pharmaceutical products comprising, as an active ingredient, Gemcabene in mainland China, Hong Kong, Macau and Taiwan (each, a “region”, and collectively, the “Territory”). The terms of the Beijing SL Agreement include payments based upon achievement of milestones and royalties on net product sales. Under the Beijing SL Agreement, the Company has variable consideration in the form of milestone payments. As of December 31, 2021, 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.

Related Party Transactions (Details) - USD ($) $ in Thousands			12 Months Ended
	Jun. 07, 2020	Sep. 28, 2018	Dec. 31, 2021	Dec. 31, 2020
License Agreements \| YourChoice
Related Party Transactions
Royalty and milestone payment due			$ 19,500	$ 19,500
Dong-A ST \| Manufacturing Agreement
Related Party Transactions
Term of agreement	5 years	5 years
Percentage of shares held		5.00%
Related party costs			$ 0	$ 0
Period for dismission of allegations.		30 days

Commitments and Contingencies - Xiehecheng Cultivation Service Agreement (Details) - Xiehecheng Chinese Herm Limited Corporation - Cultivation Service Agreement $ in Thousands	Dec. 31, 2021 USD ($)
Other Commitments [Line Items]
2022	$ 132
Other Commitment, Total	$ 132

Mergers (Tables) - ANA Merger

12 Months Ended

Dec. 31, 2021

Asset Acquisition [Line Items]

Schedule Of Purchase Price Paid In 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 effect 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.

Schedule Of Allocation Of Purchase Price


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

(2)

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

Defined Contribution Plan

12 Months Ended

Dec. 31, 2021

Defined Contribution Plan

Defined Contribution Plan

13. Defined Contribution Plan

The Company adopted a 401(k) defined contribution plan in November 2018, effective as of January 1, 2019, for all employees over age 21. Employees can defer up to 90% of their compensation through payroll withholdings into the plan subject to federal law limits. Discretionary employer matches vest over a six-year period beginning on the second anniversary of an employee’s date of hire. Employee contributions and any employer matching contributions made to satisfy certain non-discrimination tests required by the Internal Revenue Code are 100% vested upon contribution. No matching contributions were made during the years ended December 31, 2021 and 2020.

- Definition

The entire disclosure for retirement benefits.

+ References

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-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Stock-Based Compensation

Stock-Based Compensation

8. Stock-Based Compensation

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


	Year Ended
	December 31,
		2021		2020
Research and development	$	-	$	18
General and administrative		662		681
Total stock-based compensation	$	662	$	699

Stock Options

In December 2018, Private NeuroBo adopted the NeuroBo Pharmaceuticals, Inc. 2018 Stock Plan (the "2018 Plan"), in December 2019 in connection with the 2019 Merger, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”), and in November 2021, the Company adopted the 2021 Inducement Plan. The 2018 Plan, 2019 Plan and 2021 Inducement 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, 2021 and 2020, 676,666 and 420,000 stock options were granted, respectively, to employees and non-employee consultants with service conditions. The options granted with service conditions vest over a period between one year and three years.

As of December 31, 2021, 1,000,000, 4,444,115 and 3,452,252 shares were authorized under the 2021 Inducement Plan, 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, 2021 and 2020 as follows:


				Weighted‑
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise		Contractual	Value(1)
	Options	Price		Term (years)	(in thousands)
Outstanding at January 1, 2020	633,277	$	0.63	—		—

Granted	420,000	$	8.05	—		—
Exercised	(84,589)	$	0.63	—	$	639
Forfeited/Cancelled	(48,333)	$	8.39	—		—
Outstanding at December 31, 2020	920,355	$	3.61	8.5	$	2,535
Granted	676,666	$	2.26	—		—
Exercised	(182,896)	$	0.63	—	$	364
Forfeited/Cancelled	(439,126)	$	1.93	—		—
Outstanding at December 31, 2021	974,999	$	3.99	9.3	$	-
Vested and expected to vest at December 31, 2021	974,999	$	3.99	9.3	$	-
Options exercisable at December 31, 2021	203,332	$	8.01	8.2	$	-

(1)

The weighted average fair value per share of options granted during the year ended December 31, 2021 and 2020 was $1.53 and $5.35, respectively.

The following table summarizes the Company’s unvested stock options as of and for the year ended December 31, 2021:


		Weighted
		Average
	Number of	Grant Date
	Options	Fair Value
Nonvested at January 1, 2021	629,127	$	2.48
Granted	676,666	$	1.53
Vested	(95,000)	$	5.10
Forfeited/Cancelled	(439,126)	$	1.35
Nonvested as of December 31, 2021	771,667	$	1.97

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

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

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


	Year Ended
	December 31,
	2021			2020

Expected stock price volatility		79.0-80.4	%		77.4	%
Expected life of options (years)		5.8			5.8
Expected dividend yield		—	%		—	%
Risk free interest rate		0.93-1.33	%		1.51	%

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, 2021, 786,847 shares were added to the 2019 Plan as a result of the evergreen provision.

During the years ended December 31, 2021 and 2020, 95,000 and 145,485 stock options vested, respectively. The weighted average fair value per share of options vesting during the years ended December 31, 2021 and 2020 was $5.45 and $4.23, respectively During the years ended December 31, 2021 and 2020, 439,126 and 48,333 stock options were forfeited, respectively. As of December 31, 2021, 7,652,740 shares in the aggregate were available for future issuance under the 2021 Inducement Plan, the 2019 Plan and 2018 Plan.

Unrecognized stock-based compensation cost for the stock options issued under the 2021 Inducement Plan, the 2019 Plan and 2018 Plan was $1.4 million as of December 31, 2021. The unrecognized stock-based expense is expected to be recognized over a weighted average period of 1.7 years.

Stockholders Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity

Stockholders' Equity

7. Stockholders’ Equity

Common Stock

The voting, dividend, and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock when outstanding. The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

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 to date as of December 31, 2021.

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 “2020 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 2020 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.

Issuance costs in connection with the 2020 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.

2021 Private Placement

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

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

October 2021 Registered Direct Offering

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

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

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

Warrants

The following warrants were outstanding as of December 31, 2021 and 2020:



	Exercise Price		Number Outstanding		Expiration Date	Number Exercisable
	$	186.75		1,440	July 2028		1,440
	$	260.00		39,115	March 2022		39,115
	$	12.50		37,500	April 2025		37,500
Total outstanding December 31, 2020				78,055			78,055

	$	6.03		2,500,000	July 2026		2,500,000
	$	3.75		4,307,693	April 2025		-
				6,885,748			2,578,055

- Definition

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

+ References

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

The Company and Basis of Presentation

12 Months Ended

Dec. 31, 2021

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, infectious diseases 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 was primarily focused on the development of a treatment for painful diabetic neuropathy (PDN). We are currently exploring alternatives with respect to the future of NB-01, including bringing NB-01 asset to the market through a different regulatory pathway, such as with an orphan drug indication or as a nutraceutical

●

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

Mergers

2020 Merger with ANA

On December 31, 2020, the Company acquired 80% 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 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.

Basis of presentation and consolidation principles

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

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

Going Concern

From its inception through December 31, 2021, 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, 2021, the Company had $16.4 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 $81.8 million as of December 31, 2021.

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. 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.

On March 18, 2022, the Company received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying that the Company was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company did not meet the minimum closing bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to September 14, 2022.

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 2022. 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, 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.

War in Ukraine

The Company is subject to risks and uncertainties relating to its clinical trials as a result of the war in Ukraine that commenced in February 2022. The severity of the impact will depend on the Company’s ability to conduct its ANA001 trial in Ukraine and potentially conduct a Phase 3 clinical trial.

Balance Sheet Detail (Tables)

12 Months Ended

Dec. 31, 2021

Balance Sheet Detail

Schedule of property and equipment



	As of December 31,
	2021		2020
Research and development equipment	$	158	$	158
Office equipment		63		60
Total property and equipment		221		218
Less accumulated depreciation		(111)		(63)
Property and equipment, net	$	110	$	155

Schedule of accrued liabilities


	December 31,
	2021		2020
External research and development expenses	$	854	$	218
Payroll related		376		277
Professional services		59		561
Other		12		40
Total	$	1,301	$	1,096

Income Taxes - Tax provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Loss before Income taxes:
Domestic	$ (14,954)	$ (29,297)
Foreign	(330)	(381)
Loss before income taxes	(15,284)	(29,678)
Deferred
Domestic	(3,932)	(13,059)
Foreign	(81)	(95)
Total deferred tax provision (benefit)	(4,013)	(13,154)
Change in valuation allowance - Domestic	3,932	13,059
Change in valuation allowance - Foreign	81	$ 95
Total tax provision (benefit)	$ 0

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

Related Party Transactions

12. Related Party Transactions

Agreements with Dong-A ST

On September 28, 2018, Private NeuroBo entered into a five year manufacturing and supply agreement with Dong-A ST, a greater than 5% shareholder, for the manufacturing and supply of NB-01 drug substance and placebos for the purpose of research and development to be used in Phase 3 clinical trials (the “Manufacturing Agreement”). There were no manufacturing related costs under the Manufacturing Agreement for the years ended December 31, 2021 or 2020.

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.

License Agreement with YourChoice

As described in Note 5 – Commitments and Contingencies, 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 former Chief Operating Officer serves as Chief Executive Officer and director of YourChoice.

Defined Contribution Plan (Details) - USD ($) $ in Millions	12 Months Ended
Defined Contribution Plan (Details) - USD ($) $ in Millions	Dec. 31, 2021	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%
Amount of discretionary matching contributions on employee deferrals	$ 0.0	$ 0.0
Maximum
Defined Contribution Plan Disclosure [Line Items]
Employee compensation deferred percentage	90.00%

Mergers - Allocation of the purchase price (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Asset Acquisition [Abstract]
Cash acquired	$ 180
Net assets assumed	201
IPR&D	17,339
Purchase price	$ 17,720

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes

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


	For the Year Ended December 31,
	2021		2020
Income tax (benefit) provision at federal statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	3.5		1.9
Acquired in-process research and development expense	-		(12.3)
Valuation allowance	(26.2)		(44.3)
Research credits	2.5		0.3
Provision to tax return	(1.0)		34.2
Other	0.2		(0.8)
Effective tax rate	—	%	—	%

Schedule of Loss before provision for taxes

Loss before provision for taxes for the years ended December 31, 2021 and 2020 consisted of the following:


	Year Ended December 31,
	2021		2020

Loss before Income taxes:
Domestic	$	(14,954)	$	(29,297)
Foreign		(330)		(381)
	$	(15,284)	$	(29,678)

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, 2021 and 2020:


	Year Ended December 31,
	2021		2020

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

Deferred
Domestic		(3,932)		(13,059)
Foreign		(81)		(95)
Total deferred tax provision (benefit)		(4,013)		(13,154)

Change in valuation allowance - Domestic		3,932		13,059
Change in valuation allowance - Foreign		81		95

Total tax provision (benefit)	$	—	$	—

Schedule of deferred tax assets and liabilities


	Year Ended December 31,
	2021		2020

Deferred tax assets:
Federal and state operating loss carryforwards	$	19,904	$	14,052
Foreign operating loss carryforwards		324		243
Acquired intangibles		8,706		11,050
Stock-based compensation		276		161
Lease liability		17		24
Other		44		52
Research and development credit carryforwards		1,483		1,166
		30,754		26,748
Valuation allowance - Domestic		(30,410)		(26,478)
Valuation allowance - Foreign		(324)		(243)
Total deferred tax assets, net of valuation allowance		20		27

Deferred tax liabilities:
ROU asset		(18)		(24)
Other		(2)		(3)
Net deferred tax assets	$	—	$	—

License Agreement - Beijing (Details) - License Agreement with Beijing SL - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2019	Dec. 31, 2021
License Agreements
Revenue recognized from the agreement		$ 0
Upfront payment to be received	$ 2,500
Period from effective date within which upfront gross payment to be paid	45 days
Developmental and regulatory milestone payment eligible to be received	$ 6,000
Global net sales milestone payment to be received	$ 20,000
Minimum expected period to begin future installment payment	1 year
Maximum
License Agreements
Percentage of royalty on net sales	20.00%
Clinical supply agreement execution period from effective date	12 months

Balance Sheet Detail (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Detail
Total property and equipment	$ 221	$ 218
Less accumulated depreciation	(111)	(63)
Property and equipment, net	110	155
Research and development equipment
Balance Sheet Detail
Total property and equipment	158	158
Office equipment
Balance Sheet Detail
Total property and equipment	$ 63	$ 60

Commitments and Contingencies - Operating Lease - Lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Maturity of the lease liability was as follows (in thousands):
2022	$ 32
2023	32
2024	16
Total lease payments	80
Less effect of discounting	(9)
Total	71
Short-term portion	(26)	$ (24)
Lease liability, long-term	$ 45	$ 70

Balance Sheet Detail

12 Months Ended

Dec. 31, 2021

Balance Sheet Detail

Balance Sheet Detail

3. Balance Sheet Detail

Property and Equipment

Property and equipment consist of the following:



	As of December 31,
	2021		2020
Research and development equipment	$	158	$	158
Office equipment		63		60
Total property and equipment		221		218
Less accumulated depreciation		(111)		(63)
Property and equipment, net	$	110	$	155

Accrued liabilities

Accrued liabilities consist of the following:


	December 31,
	2021		2020
External research and development expenses	$	854	$	218
Payroll related		376		277
Professional services		59		561
Other		12		40
Total	$	1,301	$	1,096