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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 001-39717

 

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   20-2903526
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)

 

680 East Colorado Boulevard, Suite 180

Pasadena, California 91101

(Address of principal executive offices, including Zip Code)

 

(631) 830-7092

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   LIXT   The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock, par value $0.0001 per share   LIXTW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer Smaller reporting company
  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No

 

As of August 7, 2023, the Company had 2,249,290 shares of common stock, $0.0001 par value, issued and outstanding.

 

 

 

 
 

 

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

AND SUBSIDIARY

 

TABLE OF CONTENTS

 

 

Page

Number

   
PART I - FINANCIAL INFORMATION 3
   
Item 1. Condensed Consolidated Financial Statements 3
   
Condensed Consolidated Balance Sheets – June 30, 2023 (Unaudited) and December 31, 2022 3
   
Condensed Consolidated Statements of Operations (Unaudited) – Three Months and Six Months Ended June 30, 2023 and 2022 4
   
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) – Three Months and Six Months Ended June 30, 2023 and 2022 5
   
Condensed Consolidated Statements of Cash Flows (Unaudited) – Six Months Ended June 30, 2023 and 2022 7
   
Notes to Condensed Consolidated Financial Statements (Unaudited) – Three Months and Six Months Ended June 30, 2023 and 2022 8
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 47
   
Item 4. Controls and Procedures 47
   
PART II - OTHER INFORMATION 48
   
Item 1. Legal Proceedings 48
   
Item 1A. Risk Factors 48
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 49
   
Item 3. Defaults Upon Senior Securities 49
   
Item 4. Mine Safety Disclosures 49
   
Item 5. Other Information 49
   
Item 6. Exhibits 50
   
SIGNATURES 51

 

2
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

AND SUBSIDIARY

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  

June 30,

2023

  

December 31,

2022

 
   (Unaudited)     
         
ASSETS          
Current assets:          
Cash  $2,912,920   $5,353,392 
Advances on research and development contract services   78,015    147,017 
Prepaid insurance   54,650    49,224 
Other prepaid expenses and current assets   49,563    10,380 
Total current assets   3,095,148    5,560,013 
Total assets  $3,095,148   $5,560,013 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable and accrued expenses, including $42,500 and $46,982 to related parties at June 30, 2023 and December 31, 2022, respectively  $366,528   $229,764 
Research and development contract liabilities   36,086    165,022 
Total current liabilities   402,614    394,786 
           
Commitments and contingencies   -    - 
           
Stockholders’ equity:          
Preferred Stock, $0.0001 par value; authorized – 10,000,000 shares; issued and outstanding – 350,000 shares of Series A Convertible Preferred Stock, $10.00 per share stated value, liquidation preference based on assumed conversion into common shares – 72,917 shares   3,500,000    3,500,000 
Common stock, $0.0001 par value; authorized – 100,000,000 shares; issued and outstanding – 1,665,956 shares and 1,664,706 shares at June 30, 2023 and December 31, 2022, respectively   166    166 
Additional paid-in capital   45,623,081    45,059,760 
Accumulated deficit   (46,430,713)   (43,394,699)
Total stockholders’ equity   2,692,534    5,165,227 
Total liabilities and stockholders’ equity  $3,095,148   $5,560,013 

 

See accompanying notes to condensed consolidated financial statements.

 

3
 

 

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   2023   2022   2023   2022 
   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
                 
Revenues  $   $   $   $ 
                     
Costs and expenses:                
General and administrative costs:                    
Compensation to related parties, including stock-based compensation expense of $280,060 and $424,094 for the three months ended June 30, 2023 and 2022, respectively, and $557,040 and $763,766 for the six months ended June 30, 2023 and 2022, respectively   522,561    753,530    1,042,041    1,319,452 
Patent and licensing legal and filing fees and costs   340,010    358,389    657,350    673,626 
Other costs and expenses   379,970    269,281    724,212    584,023 
Research and development costs   427,457    164,810    616,542    623,261 
Total costs and expenses   1,669,998    1,546,010    3,040,145    3,200,362 
Loss from operations   (1,669,998)   (1,546,010)   (3,040,145)   (3,200,362)
Interest income   2,714    191    7,729    300 
Interest expense   (1,948)   (627)   (5,809)   (3,121)
Foreign currency gain (loss)   877    142    2,211    (39)
Net loss  $(1,668,355)  $(1,546,304)  $(3,036,014)  $(3,203,222)
                     
Net loss per common share – basic and diluted  $(1.00)  $(0.95)  $(1.82)  $(2.14)
                     
Weighted average common shares outstanding – basic and diluted   1,665,956    1,620,091    1,665,479    1,498,076 

 

See accompanying notes to condensed consolidated financial statements.

 

4
 

 

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

Three Months and Six Months Ended June 30, 2023 and 2022

 

   Shares   Amount   Shares   Par Value   Paid-in Capital  

Accumulated

Deficit

  

Stockholders’

Equity

 
  

Convertible

Series A

Preferred Stock

   Common Stock   Additional Paid-in    Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Par Value   Capital  

Deficit

  

Equity

 
                             
Three months ended June 30, 2023:                                   
Balance, March 31, 2023   350,000   $3,500,000    1,665,956   $166   $45,343,021   $(44,762,358)  $4,080,829 
Stock-based compensation expense                   280,060        280,060 
Net loss                       (1,668,355)   (1,668,355)
Balance, June 30, 2023   350,000   $3,500,000    1,665,956   $166   $45,623,081   $(46,430,713)  $2,692,534 
                                    
Six months ended June 30, 2023:                                   
Balance, December 31, 2022   350,000   $3,500,000    1,664,706   $166   $45,059,760   $(43,394,699)  $5,165,227 
Exercise of options           1,250        6,281        6,281 
Stock-based compensation expense                   557,040        557,040 
Net loss                       (3,036,014)   (3,036,014)
Balance, June 30, 2023   350,000   $3,500,000    1,665,956   $166   $45,623,081   $(46,430,713)  $2,692,534 

 

(Continued)

 

5
 

 

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Continued)

 

Three Months and Six Months Ended June 30, 2023 and 2022

 

  

Convertible

Series A

Preferred Stock

   Common Stock   Additional Paid-in   Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Par Value  

Capital

  

Deficit

  

Equity

 
                             
Three months ended June 30, 2022:                                   
Balance, March 31, 2022   350,000   $3,500,000    1,374,706   $137   $38,712,037   $(38,739,082)  $3,473,092 
Proceeds from sale of common stock in registered direct offering, net of offering costs           290,000    29    5,141,355        5,141,384 
Stock-based compensation expense                   424,094        424,094 
Net loss                       (1,546,304)   (1,546,304)
Balance, June 30, 2022   350,000   $3,500,000    1,664,706   $166   $44,277,486   $(40,285,386)  $7,492,266 
                                    
Six months ended June 30, 2022:                                   
Balance, December 31, 2021   350,000   $3,500,000    1,374,706   $137   $38,372,365   $(37,082,164)  $4,790,338 
Proceeds from sale of common stock in registered direct offering, net of offering costs           290,000    29    5,141,355        5,141,384 
Stock-based compensation expense                   763,766        763,766 
Net loss                       (3,203,222)   (3,203,222)
Balance, June 30, 2022   350,000   $3,500,000    1,664,706   $166   $44,277,486   $(40,285,386)  $7,492,266 

 

See accompanying notes to condensed consolidated financial statements.

 

6
 

 

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   2023   2022 
   Six Months Ended June 30, 
   2023   2022 
         
Cash flows from operating activities:          
Net loss  $(3,036,014)  $(3,203,222)
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock-based compensation expense included in -          
General and administrative costs   557,040    763,766 
Research and development costs        
Changes in operating assets and liabilities:          
(Increase) decrease in -          
Advances on research and development contract services   69,002    3,224 
Prepaid insurance   (5,426)   8,574 
Other prepaid expenses and current assets   (39,183)   (30,313)
Increase (decrease) in -          
Accounts payable and accrued expenses   136,764    146,743 
Research and development contract liabilities   (128,936)   81,871 
Net cash used in operating activities   (2,446,753)   (2,229,357)
           
Cash flows from financing activities:          
Exercise of common stock options   6,281     
Proceeds from sale of common stock in registered direct offering, net of offering costs       5,141,384 
Net cash provided by financing activities   6,281    5,141,384 
           
Cash:          
Net increase (decrease)   (2,440,472)   2,912,027 
Balance at beginning of period   5,353,392    4,823,745 
Balance at end of period  $2,912,920   $7,735,772 
           
Supplemental disclosures of cash flow information:          
Cash paid for -          
Interest  $5,809   $3,121 
Income taxes  $   $ 

 

See accompanying notes to condensed consolidated financial statements.

 

7
 

 

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

AND SUBSIDIARY

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Three Months and Six Months Ended June 30, 2023 and 2022

 

1. Organization and Basis of Presentation

 

The condensed consolidated financial statements of Lixte Biotechnology Holdings, Inc., a Delaware corporation), including its wholly-owned Delaware subsidiary, Lixte Biotechnology, Inc. (collectively, the “Company”), at June 30, 2023, and for the three months and six months ended June 30, 2023 and 2022, are unaudited. In the opinion of management of the Company, all adjustments, including normal recurring accruals, have been made that are necessary to present fairly the financial position of the Company as of June 30, 2023, and the results of its operations for the three months and six months ended June 30, 2023 and 2022, and its cash flows for the six months ended June 30, 2023 and 2022. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The consolidated balance sheet at December 31, 2022 has been derived from the Company’s audited consolidated financial statements at such date.

 

The condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the financial statements and other information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC.

 

Reverse Stock Split

 

On June 2, 2023, the Company effected a 1-for-10 reverse split of its outstanding shares of common stock. No fractional shares were issued in connection with the reverse split, with any fractional shares resulting from the reverse split being rounded up to the nearest whole share.

 

All share and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented.

 

Nasdaq Notification of Failure to Satisfy a Continued Listing Rule

 

The Company’s common stock and the warrants are traded on The Nasdaq Capital Market under the symbols “LIXT” and “LIXTW”, respectively.

 

On June 24, 2022, the Company received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company had not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities to 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. The Notice had no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a compliance period of 180 calendar days from the date of the Notice, or until December 21, 2022, to regain compliance with the minimum closing bid price requirement. On December 22, 2022, the Company received a written notice from Nasdaq that the Company was eligible for a second 180 calendar day compliance period, or until June 19, 2023, in order to regain compliance with the $1.00 minimum bid price requirement. Nasdaq’s determination to grant the second compliance period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

 

8
 

 

A company can generally achieve compliance with the minimum closing bid price requirement if the minimum closing bid price of a company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period. However, under certain circumstances, Nasdaq can extend this 10-day trading period up to a maximum of 20 days.

 

In order to achieve compliance with the minimum closing bid price requirement, the Company filed a proxy statement with the SEC to hold a special meeting of stockholders on May 26, 2023 to seek stockholder approval to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock at a split ratio of up to a maximum of a 1-for-10 split, as determined by the Board of Directors in its sole discretion.

 

The stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, as a result of which the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock effective on Friday, June 2, 2023. Commencing with the opening of trading on the Nasdaq Capital Market on Monday, June 5, 2023, the Company’s common stock began trading on a post-split basis under the same symbol LIXT. The Company subsequently received confirmation from Nasdaq that it had regained compliance with the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2) and currently meets all other applicable criteria for continued listing.

 

However, there can be no assurances that the Company will be able to remain in compliance with the minimum bid price requirement over time, or that it will be successful in maintaining compliance with any of the other Nasdaq continued listing requirements.

 

2. Business

 

The Company is a drug discovery company that uses biomarker technology to identify enzyme targets associated with serious common diseases and then designs novel compounds to attack those targets. The Company’s corporate office is located in Pasadena, California.

 

The Company’s product pipeline is primarily focused on inhibitors of protein phosphatases, used alone and in combination with cytotoxic agents and/or x-ray and immune checkpoint blockers. The Company believes that inhibitors of protein phosphatases have broad therapeutic potential not only for cancer but also for other debilitating and life-threatening diseases. The Company is directing its efforts on clinical development of a specific protein phosphatase inhibitor, referred to as LB-100, which has been shown to have clinical anti-cancer activity at doses that produce little or no toxicity.

 

The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital. The Company has not yet commenced any revenue-generating operations, does not have positive cash flows from operations, relies on stock-based compensation for a substantial portion of employee and consultant compensation, and is dependent on periodic infusions of equity capital to fund its operating requirements.

 

Sale of Common Stock, Pre-Funded Common Stock Purchase Warrants, and Common Stock Purchase Warrants; Exercise of Pre-Funded Common Stock Purchase Warrants

 

Subsequent to June 30, 2023, on July 20, 2023, in a registered direct offering to an institutional investor, the Company sold 180,000 shares of common stock at a purchase price of $6.00 per share and pre-funded warrants to purchase 403,334 shares of common stock at a purchase price of $5.9999 per pre-funded warrant. Each pre-funded warrant had an exercise price of $0.0001 per share, was immediately exercisable upon issuance, and was valid and exercisable until all pre-funded warrants are exercised in full.

 

In a concurrent private placement to the institutional investor, the Company also sold warrants to purchase 583,334 shares of common stock. Each common warrant had an initial exercise price of $6.00 per share, was immediately exercisable upon issuance, and expires five years thereafter on July 20, 2028. The common warrants and the shares of common stock issuable upon exercise of the common warrants were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

 

9
 

 

The registered direct offering and the concurrent private placement generated gross proceeds of approximately $3,500,000. The total cash costs of the registered direct offering and the private placement were approximately $375,000, resulting in net proceeds of approximately $3,125,000. Pursuant to the placement agent agreement, the Company granted to the placement agent warrants to purchase 35,000 shares of common stock at an exercise price of $6.60 per share and expiring on July 20, 2028.

 

During the period from July 24, 2023 through August 7, 2023, the 403,334 pre-funded warrants exercisable at $0.0001 per share were exercised for total cash proceeds of $40, resulting in the issuance of 403,334 shares of common stock.

 

Going Concern

 

At June 30, 2023, the Company had cash of $2,912,920 available to fund its operations. Because the Company is currently engaged in various early-stage clinical trials, it is expected that it will take a significant amount of time and resources to develop any product or intellectual property capable of generating sustainable revenues. Accordingly, the Company’s business is unlikely to generate any sustainable operating revenues in the next several years and may never do so. Even if the Company is able to generate revenues through licensing its technology, product sales or other commercial activities, there can be no assurance that the Company will be able to achieve and maintain positive earnings and operating cash flows. At June 30, 2023, the Company’s remaining contractual commitments pursuant to clinical trial agreements and clinical trial monitoring agreements not yet incurred aggregated $6,389,000 (see Note 9), which are currently scheduled to be incurred through approximately December 31, 2025.

 

The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has no recurring source of revenue and has experienced negative operating cash flows since inception. The Company has financed its working capital requirements through the recurring sale of its equity securities.

 

Based on the foregoing, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying interim condensed consolidated financial statements are being issued. The Company’s interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its research and development activities and to ultimately achieve sustainable operating revenues and profitability. The amount and timing of future cash requirements depends on the pace, design and results of the Company’s clinical trial program, which, in turn, depends on the availability of operating capital to fund such activities.

 

Based on current operating plans, the Company estimates that existing cash resources, together with the proceeds from the July 20, 2023 registered direct offering and concurrent private placement, will provide sufficient working capital to fund the current clinical trial program with respect to the development of the Company’s lead anti-cancer clinical compound LB-100 through approximately December 31, 2024. However, existing cash resources will not be sufficient to complete the development of and obtain regulatory approval for the Company’s product candidate, which will require that the Company raise significant additional capital. The Company estimates that it will need to raise additional capital to fund its operations, including its various clinical trial commitments, no later than the latter half of the fiscal year ending December 31, 2024. However, the Company’s operating plans may change as a result of many factors that are currently unknown and/or outside of the control of the Company, and additional funds may be needed sooner than planned.

 

As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurance that the Company will be able to secure additional financing on acceptable terms, as and when necessary, to continue to conduct operations.

 

If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back or discontinue its clinical trial program, as well as its licensing and patent prosecution efforts and its technology and product development efforts, or obtain funds, if available, through strategic alliances or joint ventures that could require the Company to relinquish rights to and/or control of LB-100, or to discontinue operations entirely.

 

10
 

 

3. Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of Lixte Biotechnology Holdings, Inc. and its wholly-owned subsidiary, Lixte Biotechnology, Inc. Intercompany balances and transactions have been eliminated in consolidation.

 

Segment Information

 

The Company operates and reports in one segment, which focuses on the utilization of biomarker technology to identify enzyme targets associated with serious common diseases and then designing novel compounds to attack those targets. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker, which is the Company’s President, Chief Executive Officer and Chief Scientific Officer.

 

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 and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken, as a whole, under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in the calculation of accruals for clinical trial costs and other potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.

 

Cash

 

Cash is held in a cash bank deposit program maintained by Morgan Stanley Wealth Management, a division of Morgan Stanley Smith Barney LLC (“Morgan Stanley”). Morgan Stanley is a FINRA-regulated broker-dealer. The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation (the “SIPC”). The Company periodically has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $250,000 and $500,000, respectively. Morgan Stanley Wealth Management also maintains supplemental insurance coverage for the cash balances of its customers. The Company has not experienced any losses to date resulting from this policy.

 

Research and Development

 

Research and development costs consist primarily of fees paid to consultants and contractors, and other expenses relating to the negotiation, design, development and management of clinical trials with respect to the Company’s clinical compound and product candidate. Research and development costs also include the costs to manufacture the compounds used in research and clinical trials, which are charged to operations as incurred. The Company’s inventory of LB-100 for clinical use has been manufactured separately in the United States and in the European Union in accordance with the laws and regulations of such jurisdictions.

 

Research and development costs are generally charged to operations ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, the termination of an agreement, or other information indicates that a different expensing schedule is more appropriate. However, payments for research and development costs that are contractually defined as non-refundable are charged to operations as incurred.

 

11
 

 

Obligations incurred with respect to mandatory scheduled payments under agreements with milestone provisions are recognized as charges to research and development costs in the Company’s consolidated statement of operations based on the achievement of such milestones, as specified in the respective agreement. Obligations incurred with respect to mandatory scheduled payments under agreements without milestone provisions are accounted for when due, are recognized ratably over the appropriate period, as specified in the respective agreement, and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations.

 

Payments made pursuant to contracts are initially recorded as advances on research and development contract services in the Company’s consolidated balance sheet and are then charged to research and development costs in the Company’s consolidated statement of operations as those contract services are performed. Expenses incurred under contracts in excess of amounts advanced are recorded as research and development contract liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. The Company reviews the status of its various clinical trial and research and development contracts on a quarterly basis.

 

Prepaid Insurance

 

Prepaid insurance represents the premiums paid for directors and officers insurance coverage and for general liability insurance coverage in excess of the amortization of the total policy premium charged to operations at each balance sheet date. Such amount is determined by amortizing the total policy premium charged on a straight-line basis over the respective policy period. As the policy premiums incurred are generally amortizable over the ensuing twelve-month period, they are recorded as a current asset in the Company’s consolidated balance sheet at each reporting date and appropriately amortized to the Company’s consolidated statement of operations for each reporting period.

 

Patent and Licensing Legal and Filing Fees and Costs

 

Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and related patent applications, all patent and licensing legal and filing fees and costs related to the development and protection of the Company’s intellectual property are charged to operations as incurred. Patent and licensing legal and filing fees and costs were $340,010 and $358,389 for the three months ended June 30, 2023 and 2022, respectively, and $657,350 and $673,626 for the six months ended June 30, 2023 and 2022, respectively. Patent and licensing legal and filing fees and costs are included in general and administrative costs in the Company’s consolidated statements of operations.

 

Concentration of Risk

 

The Company periodically contracts with vendors and consultants to provide services related to the Company’s operations. Charges incurred for these services can be for a specific time period (typically one year) or for a specific project or task. Costs and expenses incurred that represented 10% or more of general and administrative costs or research and development costs for the three months and six months ended June 30, 2023 and 2022 are described as follows.

 

General and administrative costs for the three months ended June 30, 2023 and 2022 included charges from legal firms and other vendors for general licensing and patent prosecution costs relating to the Company’s intellectual properties representing 27.3% and 25.9% of total general and administrative costs, respectively. General and administrative costs for the three months ended June 30, 2023 and 2022 also included charges for the fair value of stock options granted to directors and corporate officers representing 22.5% and 30.7%, respectively, of total general and administrative costs.

 

Research and development costs for the three months ended June 30, 2023 included charges from two vendors and consultants representing 62.9% and 12.4%, respectively, of total research and development costs. Research and development costs for the three months ended June 30, 2022 include charges from five vendors and consultants representing 29.7%, 18.2%, 17.4%, 12.6%, and 10.2%, respectively, of total research and development costs.

 

General and administrative costs for the six months ended June 30, 2023 and 2022 include charges from legal firms and other vendors for general licensing and patent prosecution costs relating to the Company’s intellectual properties representing 27.1% and 26.1% of total general and administrative costs, respectively. General and administrative costs for the six months ended June 30, 2023 and 2022 also included charges for the fair value of stock options granted to directors and corporate officers representing 23.0% and 29.6%, respectively, of total general and administrative costs.

 

Research and development costs for the six months ended June 30, 2023 include charges from three vendors and consultants representing 43.9%, 17.1% and 11.2%, respectively, of total research and development costs. Research and development costs for the six months ended June 30, 2022 include charges from two vendors and consultants representing 44.6% and 16.5%, respectively, of total research and development costs.

 

12
 

 

Income Taxes

 

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

 

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

 

The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no unrecognized tax benefits as of June 30, 2023 or December 31, 2022 and does not anticipate any material amount of unrecognized tax benefits through December 31, 2023.

 

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. The Company had not recorded any liability for uncertain tax positions as of June 30, 2023 or December 31, 2022. Subsequent to June 30, 2023, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

 

Stock-Based Compensation

 

The Company periodically issues common stock and stock options to officers, directors, employees, Scientific Advisory Committee members, contractors and consultants for services rendered. Options vest and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, are measured at the grant date fair value and charged to operations ratably over the vesting period.

 

The Company accounts for stock-based payments to officers, directors, employees, Scientific Advisory Committee members, contractors and consultants by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.

 

The fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the expected life of the stock option, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Unless sufficient historical exercise data is available, the expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The estimated volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock is determined by reference to the quoted market price of the Company’s common stock on the grant date. The expected dividend yield is based on the Company’s expectation of dividend payouts and is assumed to be zero.

 

The Company recognizes the fair value of stock-based compensation awards in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option exercises.

 

13
 

 

Earnings (Loss) Per Share

 

The Company’s computation of earnings (loss) per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS, but presents the dilutive effect on a per share basis of potential common shares (e.g., preferred shares, warrants and stock options) as if they had been converted at the beginning of the respective periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all preferred shares, warrants and stock options outstanding were anti-dilutive.

 

At June 30, 2023 and 2022, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

   2023   2022 
   June 30, 
   2023   2022 
         
Series A Convertible Preferred Stock   72,917    72,917 
Common stock warrants   190,031    340,031 
Common stock options, including options issued in the form of warrants   428,229    332,500 
Total   691,177    745,448 

 

Fair Value of Financial Instruments

 

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

 

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

 

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

 

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

 

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

 

The carrying value of financial instruments (consisting of accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments.

 

14
 

 

Recent Accounting Pronouncements

 

In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 was effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or related disclosures.

 

In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718) Presentation of Financial Statements (“ASU 2023-03”). ASU 2023-03 amends the FASB Accounting Standards Codification to include Amendments to SEC Paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and SEC Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. As the ASU does not provide any new guidance, there is no transition or effective date associated with its adoption. Accordingly, the Company adopted ASU 2023-03 immediately upon its issuance. The adoption of ASU 2023-03 did not have any impact on the Company’s consolidated financial statement presentation or related disclosures.

 

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

 

4. Research and Development Costs

 

A summary of research and development costs for the three months and six months ended June 30, 2023 and 2022, including costs associated with clinical trials involving the Company’s lead clinical compound LB-100, are summarized below based on the respective geographical regions where such costs have been incurred.

 

   2023   2022   2023   2022 
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2023   2022   2023   2022 
                 
United States  $87,625   $80,290   $223,531   $154,821 
Spain   272,564    18,774    273,539    347,604 
China   14,090    16,860    14,090    17,720 
Netherlands   53,178    48,886    105,382    103,116 
Total  $427,457   $164,810   $616,542   $623,261 

 

5. Stockholders’ Equity

 

Preferred Stock

 

The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $0.0001 per share. On March 17, 2015, the Company filed a Certificate of Designations, Preferences, Rights and Limitations of its Series A Convertible Preferred Stock with the Delaware Secretary of State to amend the Company’s certificate of incorporation. The Company has designated a total of 350,000 shares as Series A Convertible Preferred Stock, which are non-voting and are not subject to increase without the written consent of a majority of the holders of the Series A Convertible Preferred Stock or as otherwise set forth in the Preferences, Rights and Limitations. The holders of each tranche of 175,000 shares of the Series A Convertible Preferred Stock are entitled to receive a per share dividend equal to 1% of the annual net revenue of the Company divided by 175,000, until converted or redeemed. As of June 30, 2023 and December 31, 2022, the Company had 9,650,000 shares of undesignated preferred stock which may be issued with such rights and powers as the Board of Directors may designate.

 

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Each share of Series A Convertible Preferred Stock may be converted, at the option of the holder, into 0.20833 shares of common stock (subject to customary anti-dilution provisions) and the Series A Convertible Preferred Stock is subject to mandatory conversion at the conversion rate in the event of a merger or sale transaction resulting in gross proceeds to the Company of at least $21,875,000. The Series A Convertible Preferred Stock has a liquidation preference based on its assumed conversion into shares of common stock. The Series A Convertible Preferred Stock does not have any cash liquidation preference rights or any registration rights. If fully converted, the 350,000 outstanding shares of Series A Convertible Preferred Stock would convert into 72,917 shares of common stock at June 30, 2023 and December 31, 2022.

 

Based on the attributes of the Series A Convertible Preferred Stock as previously described, the Company has accounted for the Series A Convertible Preferred Stock as a permanent component of stockholders’ equity.

 

Common Stock

 

The Company is authorized to issue a total of 100,000,000 shares of common stock, par value $0.0001 per share. As of June 30, 2023 and December 31, 2022, the Company had 1,665,956 shares and 1,664,706 shares, respectively, of common stock issued and outstanding.

 

On June 2, 2023, the Company effected a 1-for-10 reverse split of its outstanding shares of common stock. No fractional shares were issued in connection with the reverse split, with any fractional shares resulting from the reverse split being rounded up to the nearest whole share. All share and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented.

 

Effective April 12, 2022, the Company completed the sale of 290,000 shares of common stock at a price of $20.00 per share in a registered direct offering, generating gross proceeds of $5,800,000. The total cash costs of this offering were $658,616, resulting in net proceeds of $5,141,384. Pursuant to the placement agents’ agreement, the Company granted warrants to the placement agents to purchase 29,000 shares of common stock at an exercise price of $20.00 per share exercisable through April 14, 2027.

 

Effective March 10, 2023, the Company issued 1,250 shares of common stock upon the exercise of a stock option in the form of a warrant held by a consultant to the Company for 1,250 shares exercisable at $5.025 per share for total cash proceeds of $6,281.

 

Common Stock Warrants

 

A summary of common stock warrant activity during the six months ended June 30, 2023 is presented below.

   Number of Shares  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual

Life (in Years)

 
             
Warrants outstanding at December 31, 2022   190,031   $50.161      
Issued             
Exercised             
Expired             
Warrants outstanding at June 30, 2023   190,031   $50.161    2.65 
                
Warrants exercisable at December 31, 2022   190,031   $50.161      
Warrants exercisable at June 30, 2023   190,031   $50.161    2.65 

 

At June 30, 2023, the outstanding warrants are exercisable at the following prices per common share:

Exercise

Prices

  

Warrants

Outstanding

(Shares)

 
$20.000    29,000 
$37.000    11,331 
$57.000    149,700 
      190,031 

 

16
 

 

The warrants exercisable at $57.00 per share at June 30, 2023 include publicly-traded warrants that were issued as part of the Company’s November 2020 public offering of units and are exercisable for a period of five years thereafter. As a result of the 1-for-10 reverse split of the Company’s common stock effective June 2, 2023, each such publicly-traded warrant currently represents the right to purchase 1/10th of a share of common stock at the original exercise price of $5.70 per share. Accordingly, upon exercise, a warrant holder will be required to present ten warrants, each exercisable at $5.70, to acquire one share of post-split common stock, which is equivalent to a purchase price of $57.00.

 

Based on a fair market value of $5.88 per share on June 30, 2023, there was no intrinsic value attributed to exercisable but unexercised common stock warrants at June 30, 2023.

 

Information with respect to the issuance of common stock in connection with various stock-based compensation arrangements is provided at Note 7.

 

6. Related Party Transactions

 

Related party transactions include transactions with the Company’s officers, directors and affiliates.

 

Employment Agreements with Officers

 

During July and August 2020, the Company entered into one-year employment agreements with its executive officers, consisting of Dr. John S. Kovach, Eric J. Forman, Dr. James S. Miser, and Robert N. Weingarten, payable monthly, as described below. The employment agreements are automatically renewable for additional one-year periods unless terminated by either party upon 60 days written notice prior to the end of the applicable one-year period, or by death, or by termination for cause. These employment agreements were automatically renewed for additional one-year periods in July and August 2021 and 2022.

 

The Company entered into an employment agreement with Dr. Kovach dated July 15, 2020, effective October 1, 2020, for Dr. Kovach to continue to act as the Company’s President, Chief Executive Officer and Chief Scientific Officer, with an annual salary of $250,000. During the three months ended June 30, 2023 and 2022, the Company paid $62,500 and $62,500, respectively, to Dr. Kovach under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company paid $125,000 and $125,000, respectively, to Dr. Kovach under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations for such periods.

 

The Company entered into an employment agreement with Dr. James S. Miser, M.D., effective August 1, 2020 to act as the Company’s Chief Medical Officer, with an annual salary of $150,000. Effective May 1, 2021, Dr. Miser’s annual salary was increased to $175,000. Dr. Miser is required to devote at least 50% of his business time to the Company’s activities. During the three months ended June 30, 2023 and 2022, the Company paid $43,750 and $43,750, respectively, to Dr. Miser under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company paid $87,500 and $87,500, respectively, to Dr. Miser under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations for such periods.

 

The Company entered into an employment agreement with Eric J. Forman effective July 15, 2020, as amended on August 12, 2020, to act as the Company’s Chief Administrative Officer, with an annual salary of $120,000. Mr. Forman is the son-in-law of Gil Schwartzberg (deceased), a former member of the Company’s Board of Directors who died on October 30, 2022 and was a significant stockholder of and consultant to the Company, and is the son of Dr. Stephen Forman, a member of the Company’s Board of Directors. Julie Forman, the wife of Mr. Forman and the daughter of Gil Schwartzberg, is Vice President of Morgan Stanley Wealth Management, at which firm the Company’s cash is on deposit and with which the Company maintains a continuing banking relationship. Effective May 1, 2021, Mr. Forman’s annual salary was increased to $175,000. Additionally, effective November 6, 2022, Mr. Forman was promoted to Vice President and Chief Operating Officer with an annual salary of $200,000. Effective October 1, 2022, Mr. Forman has been provided a monthly office rent allowance, pursuant to which Mr. Forman was paid $1,530 and $4,113, respectively, for the three months and six months ended June 30, 2023. During the three months ended June 30, 2023 and 2022, the Company paid $50,000 and $43,750, respectively, to Mr. Forman under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company paid $100,000 and $87,500, respectively, to Mr. Forman under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations for such periods.

 

17
 

 

The Company entered into an employment agreement with Robert N. Weingarten effective August 12, 2020 to act as the Company’s Vice President and Chief Financial Officer, with an annual salary of $120,000. Effective May 1, 2021, Mr. Weingarten’s annual salary was increased to $175,000. During the three months ended June 30, 2023 and 2022, the Company paid $43,750 and $43,750, respectively, to Mr. Weingarten under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company paid $87,500 and $87,500, respectively, to Mr. Weingarten under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations for such periods.

 

Appointment of Dr. René Bernards to the Board of Directors

 

Effective as of June 15, 2022, Dr. René Bernards was appointed to the Company’s Board of Directors as an independent director. Dr. Bernards is a leader in the field of molecular carcinogenesis and is employed by the Netherlands Cancer Institute in Amsterdam. As a new director, in lieu of a grant of stock options, Dr. Bernards received a one-time cash board fee of $100,000, which was paid upon his appointment to the Board of Directors, and an annual cash board fee of $40,000, payable quarterly.

 

Previously, on October 8, 2021, the Company had entered into a Development Collaboration Agreement with the Netherlands Cancer Institute, Amsterdam, one of the world’s leading comprehensive cancer centers, and Oncode Institute, Utrecht, a major independent cancer research center, to identify the most promising drugs to be combined with LB-100, and potentially LB-100 analogues, to be used to treat a range of cancers, as well as to identify the specific molecular mechanisms underlying the identified combinations, as described at Note 9.

 

Compensatory Arrangements for Members of the Board of Directors

 

Effective April 9, 2021, the Board of Directors approved a comprehensive cash and equity compensation program for the independent members of the Board of Directors and committee members. Effective May 25, 2022, the Board of Directors approved an amendment to the program. Officers who also serve on the Board of Directors are not compensated separately for their service on the Board of Directors.

 

Cash compensation for independent directors, payable quarterly, is as follows:

 

Base director compensation - $20,000 per year

Chairman of audit committee – additional $10,000 per year

Chairman of any other committees – additional $5,000 per year

Member of audit committee – additional $5,000 per year

Member of any other committees – additional $2,500 per year

 

Equity compensation for independent directors is as follows:

 

Appointment of new independent directors – The Company grants options to purchase 25,000 shares of common stock, exercisable for a period of five years, at the closing market price on the date of grant, vesting 50% on the grant date and the remaining 50% vesting 12.5% on the last day of each calendar quarter beginning in the quarter immediately subsequent to the date of the grant until fully vested, subject to continued service. At the discretion of the Board of Directors, for a nominee to the Board of Directors who is restricted by their respective institution or employer from receiving equity-based compensation, in lieu of the grant of such stock options, the Company may elect to pay a one-time cash fee of $100,000 to such director, payable upfront.

 

Annual grant of options to independent directors – Effective on the last business day of the month of June, the Company grants options to purchase 10,000 shares of common stock, exercisable for a period of five years, at the closing market price on the date of grant, vesting 12.5% on the last day of each calendar quarter beginning in the quarter immediately subsequent to the date of grant until fully vested, subject to continued service. If any director has served for less than 12 full calendar months at the grant date, the amount of such stock option grant shall be prorated based on the length of service of such director. At the discretion of the Board of Directors, for a nominee to the Board of Directors who is restricted by their respective institution or employer from receiving equity-based compensation, in lieu of the grant of such stock options, the Company may elect to pay an annual cash fee of $40,000 to such director, payable quarterly.

 

18
 

 

Total cash compensation paid to independent directors was $42,501 and $135,686, respectively, for the three months ended June 30, 2023 and 2022. Total cash compensation paid to independent directors was $85,001 and $168,186, respectively, for the six months ended June 30, 2023 and 2022.

 

Stock-based compensation granted to members of the Company’s Board of Directors, officers and affiliates is described at Note 7.

 

A summary of related party costs, including compensation under employment and consulting agreements and fees paid to non-officer directors for their services on the Board of Directors, for the three months and six months ended June 30, 2023 and 2022, is presented below.

 

   2023   2022   2023   2022 
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2023   2022   2023   2022 
                 
Related party costs:                    
Cash-based  $242,501   $329,436   $485,001   $555,686 
Stock-based   280,060    424,094    557,040    763,766 
Total  $522,561   $753,530   $1,042,041   $1,319,452 

 

7. Stock-Based Compensation

 

The Company periodically issues common stock and stock options as incentive compensation to directors and as compensation for the services of employees, contractors, and consultants of the Company.

 

On July 14, 2020, the Board of Directors of the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”), which was subsequently approved by the stockholders of the Company. The 2020 Plan provides for the granting of equity-based awards, consisting of stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards to employees, officers, directors and consultants of the Company and its affiliates, initially for a total of 233,333 shares of the Company’s common stock, under terms and conditions as determined by the Company’s Board of Directors. On October 7, 2022, the stockholders of the Company approved an amendment to the 2020 Plan to increase the number of common shares issuable thereunder by 180,000 shares, to a total of 413,333 shares.

 

As of June 30, 2023, unexpired stock options for 300,313 shares were issued and outstanding under the 2020 Plan and 113,020 shares were available for issuance under the 2020 Plan.

 

The fair value of a stock option award is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the Company’s expectation of dividend payouts and is assumed to be zero. The estimated volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. Unless sufficient historical exercise data is available, the expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The fair market value of the common stock is determined by reference to the quoted market price of the common stock on the grant date.

 

For stock options requiring an assessment of value during the six months ended June 30, 2023, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate   4.565%
Expected dividend yield   0%
Expected volatility   138.05%
Expected life   3.5 years 

 

19
 

 

For stock options requiring an assessment of value during the six months ended June 30, 2022, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate   3.03%
Expected dividend yield   0%
Expected volatility   153.17%
Expected life   3.5 years 

 

On July 15, 2020, as amended on August 12, 2020, in connection with the employment agreement entered into with Eric J. Forman, Mr. Forman was granted stock options to purchase 5,833 shares of the Company’s common stock. The options can be exercised on a cashless basis. The options are exercisable for a period of five years at an exercise price of $71.40 per share, which was equal to the closing market price of the Company’s common stock on the grant date. The options vested 25% on August 12, 2020, 2021 and 2022, respectively, with the final 25% vesting on August 12, 2023, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $400,855 ($68.718 per share), of which $100,214 was attributable to the portion of the stock options fully vested on August 12, 2020 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from August 12, 2020 through August 12, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $24,985 and $24,985, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $49,695 and $49,695, respectively, with respect to these stock options.

 

On August 1, 2020, in connection with an employment agreement entered into with Dr. James S. Miser, M.D., Dr. Miser was granted stock options to purchase 8,333 shares of the Company’s common stock. The options can be exercised on a cashless basis. The options are exercisable for a period of five years at an exercise price of $71.40 per share, which was equal to the closing market price of the Company’s common stock on the effective date of the employment agreement. The options vested 25% on August 1, 2020, 2021 and 2022, respectively, with the final 25% vesting on August 1, 2023, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $572,650 ($68.718 per share), of which $143,163 was attributable to the portion of the stock options fully vested on August 1, 2020 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from August 1, 2020 through August 1, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $35,693 and $35,693, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $70,993 and $70,993, respectively, with respect to these stock options.

 

On August 12, 2020, in connection with the employment agreement entered into with Robert N. Weingarten, Mr. Weingarten was granted stock options to purchase 5,833 shares of the Company’s common stock. The options can be exercised on a cashless basis. The options are exercisable for a period of five years at an exercise price of $71.40 per share, which was equal to the closing market price of the Company’s common stock on the grant date. The options vested 25% on August 12, 2020, 2021 and 2022, respectively, with the final 25% vesting on August 12, 2023, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $400,855 ($68.718 per share), of which $100,214 was attributable to the portion of the stock options fully vested on August 12, 2020 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from August 12, 2020 through August 12, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $24,985 and $24,985, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $49,695 and $49,695, respectively, with respect to these stock options.

 

On April 9, 2021, the Board of Directors appointed Gil Schwartzberg to fill the vacancy created by a former director’s resignation. In connection with his appointment to the Board of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, Mr. Schwartzberg was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years at an exercise price of $32.00 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $753,611 ($30.144 per share), of which $376,800 was attributable to the portion of the stock options fully vested on April 9, 2021 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options was being charged to operations ratably from April 9, 2021 through June 30, 2023. However, vesting of these stock options terminated on October 30, 2022, the date that Mr. Schwartzberg died. During the three months and six months ended June 30, 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $42,228 and $83,992, respectively, with respect to these stock options.

 

20
 

 

On May 11, 2021, the Board of Directors appointed Regina Brown to the Board of Directors. In connection with her appointment to the Board of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, Ms. Brown was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years at an exercise price of $28.00 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $658,363 ($26.335 per share), of which $329,188 was attributable to the portion of the stock options fully vested on May 11, 2021 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options was charged to operations ratably from May 11, 2021 through June 30, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $38,405 and $38,405, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $76,388 and $76,388, respectively, with respect to these stock options.

 

On June 30, 2021, the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, granted to each of the five non-officer directors of the Company stock options to purchase 10,000 shares (a total of 50,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $30.30 per share (the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $1,421,095 ($28.423 per share), which was charged to operations ratably from July 1, 2021 through June 30, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $106,290 and $177,150, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $211,412 and $352,355, respectively, with respect to these stock options.

 

On June 17, 2022, the Board of Directors appointed Bas van der Baan to the Board of Directors. In connection with his appointment to the Board of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, Mr. Baan was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years at an exercise price of $7.40 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $158,525 ($6.341 per share), of which $79,263 was attributable to the portion of the stock options fully vested on June 17, 2022 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from June 17, 2022 through June 30, 2024. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $9,695 and $80,647, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $19,284 and $80,647, respectively, with respect to these stock options.

 

On June 30, 2022, the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, granted to each of the five non-officer directors of the Company stock options to purchase 10,000 shares (a total of 50,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $7.40 per share (the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $316,700 ($6.334 per share), which is being charged to operations ratably from July 1, 2022 through June 30, 2024. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $23,655 and $0, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $47,049 and $0, respectively, with respect to these stock options.

 

21
 

 

On November 6, 2022, the Board of Directors granted to each of the four officers of the Company stock options to purchase 20,000 shares (a total of 80,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $20.00 per share, vesting 25% on issuance and 25% on each anniversary date thereafter until fully vested, subject to continued service. The total fair value of the 80,000 stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $262,560 ($3.282 per share), which is being charged to operations ratably from November 6, 2022 through November 6, 2025. During the three months and six months ended June 30, 2023, the Company recorded a total charge to general and administrative costs in the consolidated statement of operations of $16,352 and $32,524, respectively, with respect to these stock options.

 

On November 6, 2022, the Company issued a stock option, in the form of a warrant, to BioPharmaWorks to purchase 10,000 shares of the Company’s common stock, which was fully vested upon issuance and is exercisable for a period of five years at $5.025 per share (the closing market price on the issue date). The fair value of the warrant, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $43,264 ($4.326 per share) and was charged to general and administrative costs in the consolidated statement of operations on that date.

 

On June 30, 2023, the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, granted to each of the four non-officer directors of the Company stock options to purchase 10,000 shares (a total of 40,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $5.88 per share (the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $192,593 ($4.8131 per share), which is being charged to operations ratably from July 1, 2023 through June 30, 2025. During the three months and six months ended June 30, 2023, the Company did not record a charge to operations with respect to these stock options.

 

Dr. Philip Palmedo, a director of the Company since 2006, did not stand for re-election to the Company’s Board of Directors at the Company’s Annual Meeting of Stockholders held on October 7, 2022, and Gil Schwartzberg, a director of the Company, died on October 30, 2022. Accordingly, the unvested stock options for each such person ceased vesting effective as of the respective dates that their service on the Company’s Board of Directors terminated. Furthermore, the expiration date of all vested stock options owned by such persons are contractually scheduled to expire one year from the respective dates that their service on the Company’s Board of Directors terminated.

 

A summary of stock-based compensation costs for the three months and six months ended June 30, 2023 and 2022 is as follows:

   2023   2022   2023   2022 
   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
                 
Related parties  $280,060   $424,094   $557,040   $763,766 
Non-related parties                
Total stock-based compensation costs  $280,060   $424,094   $557,040   $763,766 

 

A summary of stock option activity, including options issued in the form of warrants, during the six months ended June 30, 2023 is as follows:

   Number of Shares  

Weighted Average

Exercise

Price

  

Weighted Average Remaining Contractual Life

(in Years)

 
             
Stock options outstanding at December 31, 2022   389,479   $29.1826      
Granted   40,000    5.8800      
Exercised   (1,250)   5.0250      
Expired             
Stock options outstanding at June 30, 2023   428,229   $27.0764    2.77 
                
Stock options exercisable at December 31, 2022   281,979   $32.8335      
Stock options exercisable at June 30, 2023   301,979   $31.9708    2.75 

 

22
 

 

Total deferred compensation expense for the outstanding value of unvested stock options was approximately $517,000 at June 30, 2023, which will be recognized subsequent to June 30, 2023 over a weighted-average period of approximately 21 months.

 

The exercise prices of common stock options outstanding and exercisable, including options issued in the form of warrants, at June 30, 2023 are as follows:

Exercise

Prices

  

Options

Outstanding

(Shares)

  

Options

Exercisable

(Shares)

 
          
$5.025    8,750    8,750 
$5.880    40,000     
$7.400    57,500    36,250 
$16.800    3,333    3,333 
$20.000    80,000    20,000 
$20.600    20,000    20,000 
$28.000    25,000    25,000 
$30.000    66,667    66,667 
$30.300    42,500    42,500 
$32.000    20,313    20,313 
$32.100    15,000    15,000 
$60.000    16,667    16,667 
$66.000    4,167    4,167 
$71.400    20,000    15,000 
$120.000    8,332    8,332 
      428,229    301,979 

 

The intrinsic value of exercisable but unexercised in-the-money stock options at June 30, 2023 was approximately $7,500, based on a fair market value of $5.88 per share on June 30, 2023.

 

Outstanding stock options to acquire 126,250 shares of the Company’s common stock had not vested at June 30, 2023.

 

The Company expects to satisfy such stock obligations through the issuance of authorized but unissued shares of common stock.

 

8. Income Taxes

 

During the three months and six months ended June 30, 2023 and 2022, the Company did not record any provision for income taxes, as the Company incurred losses during those periods. Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recorded a full valuation allowance against its deferred tax assets for all periods presented as the Company currently believes it is more likely than not that the deferred tax assets will not be realized.

 

9. Commitments and Contingencies

 

Legal Claims

 

The Company may be subject to legal claims and actions from time to time as part of its business activities. As of June 30, 2023 and December 31, 2022, the Company was not subject to any pending or threatened legal claims or actions.

 

23
 

 

Principal Commitments

 

Clinical Trial Agreements

 

At June 30, 2023, the Company’s remaining contractual commitments pursuant to clinical trial agreements and clinical trial monitoring agreements not yet incurred, as described below, aggregated $6,389,000, which are currently scheduled to be incurred through approximately December 31, 2025. The Company’s ability to conduct and fund these contractual commitments is subject to the timely availability of sufficient capital to fund such expenditures, as well as any changes in the allocation or reallocation of such funds to the Company’s current or future clinical trial programs. The Company expects that the full amount of these expenditures will be incurred only if such clinical trial programs are conducted as originally designed and their respective enrollments and duration are not modified or reduced. Clinical trial programs, such as the types that the Company is engaged in, can be highly variable and can frequently involve a series of changes and modifications over time as clinical data is obtained and analyzed, and are frequently modified, suspended or terminated before the clinical trial endpoint is reached. Accordingly, such contractual commitments as discussed herein should be considered as estimates only based on current clinical assumptions and conditions, and are typically subject to significant revisions over time.

 

Moffitt. Effective August 20, 2018, the Company entered into a five-year Clinical Trial Research Agreement with the Moffitt Cancer Center and Research Institute Hospital Inc., Tampa, Florida. Pursuant to the Clinical Trial Research Agreement, Moffitt agreed to conduct and manage a Phase 1b/2 clinical trial to evaluate the toxicity and therapeutic benefit of the Company’s lead anti-cancer clinical compound LB-100 to be administered intravenously in patients with low or intermediate-1 risk myelodysplastic syndrome (MDS).

 

In November 2018, the Company received approval from the U.S. Food and Drug Administration for its Investigational New Drug Application to conduct a Phase 1b/2 clinical trial to evaluate the toxicity and therapeutic benefit of LB-100 in patients with low and intermediate-1 risk MDS who have failed or are intolerant of standard treatment. Patients with MDS, although usually older, are generally well except for severe anemia requiring frequent blood transfusions. This Phase 1b/2 clinical trial utilized LB-100 as a single agent in the treatment of patients with low and intermediate-1 risk MDS, including patients with del(5q) myelodysplastic syndrome (del5qMDS) failing first line therapy.

 

During the three months ended June 30, 2023, the Phase 1b/2 clinical trial at the Moffitt Cancer Center evaluating LB-100 in patients with MDS was closed by the principal investigator. In this clinical trial, single agent LB-100 was used on a new schedule of days 1, 3, and 5 every 3 weeks. It was determined that patients found it too challenging to go for an infusion given on this schedule. The Company is not employing this schedule in its other clinical trials. Although the Maximally Tolerated Dose (MTD) was not achieved, there was no dose-limiting toxicity on this schedule at doses that were even greater than those which were above the MTD in the Phase 1 clinical trial of LB-100 on the Monday, Tuesday, Wednesday schedule.

 

During the three months ended June 30, 2023 and 2022, the Company incurred costs of $6,000 and $6,073, respectively, pursuant to this agreement, which have been included in research and development costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $12,000 and $9,405, respectively, pursuant to this agreement, which have been included in research and development costs in the Company’s consolidated statements of operations. As of June 30, 2023, total costs of $143,074 have been incurred pursuant to this agreement. Nominal trailing costs subsequent to June 30, 2023 are expected relating to the closure of this study.

 

The Company has decided not to pursue further studies in MDS, as other opportunities in much more common diseases have become available. For example, the Company is now focusing on documenting clear-cut potentiation of cytotoxic treatment as in the ongoing study of advanced soft tissue sarcoma and small cell lung cancer. In addition, new pre-clinical data demonstrate the potentiation of immunotherapy by LB-100 in other common cancers.

 

GEIS. Effective July 31, 2019, the Company entered into a Collaboration Agreement for an Investigator-Initiated Clinical Trial with the Spanish Sarcoma Group (Grupo Español de Investigación en Sarcomas or “GEIS”), Madrid, Spain, to carry out a study entitled “Randomized phase I/II trial of LB-100 plus doxorubicin vs. doxorubicin alone in first line of advanced soft tissue sarcoma”. The purpose of this clinical trial is to obtain information with respect to the efficacy and safety of LB-100 combined with doxorubicin in soft tissue sarcomas. Doxorubicin is the global standard for initial treatment of advanced soft tissue sarcomas (“ASTS”). Doxorubicin alone has been the mainstay of first line treatment of ASTS for over 40 years, with little therapeutic gain from adding cytotoxic compounds to or substituting other cytotoxic compounds for doxorubicin. In animal models, LB-100 consistently enhances the anti-tumor activity of doxorubicin without apparent increases in toxicity.

 

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GEIS has a network of referral centers in Spain and across Europe that have an impressive track record of efficiently conducting innovative studies in ASTS. The Company agreed to provide GEIS with a supply of LB-100 to be utilized in the conduct of this clinical trial, as well as to provide funding for the clinical trial. The goal is to enter approximately 150 to 170 patients in this clinical trial over a period of two years. As advanced sarcoma is a very aggressive disease, the design of the study assumes a median progression free survival (PFS, no evidence of disease progression or death from any cause) of 4.5 months in the doxorubicin arm and an alternative median PFS of 7.5 months in the doxorubicin plus LB-100 arm to demonstrate a statistically significant decrease in relative risk of progression or death by adding LB-100. There is a planned interim analysis of the primary endpoint when approximately 50% of the 102 events required for final analysis is reached.

 

The Company had previously expected that this clinical trial would commence during the quarter ended June 30, 2020. However, during July 2020, the Spanish regulatory authority advised the Company that although it had approved the scientific and ethical basis of the protocol, it required that the Company manufacture new inventory of LB-100 under current Spanish pharmaceutical manufacturing standards. These standards were adopted subsequent to the production of the Company’s existing LB-100 inventory.

 

In order to manufacture a new inventory supply of LB-100 for the GEIS clinical trial, the Company engaged a number of vendors to carry out the multiple tasks needed to make and gain approval of a new clinical product for investigational study in Spain. These tasks included the synthesis under good manufacturing practices (GMP) of the active pharmacologic ingredient (API), with documentation of each of the steps involved by an independent auditor. The API was then transferred to a vendor that prepares the clinical drug product, also under GMP conditions documented by an independent auditor. The clinical drug product was then sent to a vendor to test for purity and sterility, provide appropriate labels, store the drug, and distribute the drug to the clinical centers for use in the clinical trials. A formal application documenting all steps taken to prepare the clinical drug product for clinical use was submitted to the appropriate regulatory authorities for review and approval before being used in a clinical trial.

 

As of June 30, 2023, this program to provide new inventory of the clinical drug product for the Spanish Sarcoma Group study, and potentially for subsequent multiple trials within the European Union, had cost approximately $1,144,000. Although the production of new inventory has been completed, nominal trailing costs subsequent to June 30, 2023 are expected to be incurred.

 

On October 13, 2022, the Company announced that the Spanish Agency for Medicines and Health Products (Agencia Española de Medicamentos y Productos Sanitarios or “AEMPS”) had authorized a Phase 1b/randomized Phase 2 study of LB-100, the Company’s lead clinical compound, plus doxorubicin, versus doxorubicin alone, the global standard for initial treatment of advanced soft tissue sarcomas (ASTS). Consequently, the GEIS clinical trial commenced during the quarter ending June 30, 2023 and is expected to be completed by December 31, 2025. In April 2023, GEIS completed its first site initiation visit in preparation for the clinical trial at Fundación Jiménez Díaz University Hospital (Madrid). Up to 170 patents will be entered into the clinical trial. The Phase 1b section of the protocol is expected to be completed by June 30, 2024, at which time the Company expects to have data on both response and toxicity from this portion of the clinical trial.

 

The interim analysis of this clinical trial will be done before full accrual of patients is completed to determine whether the study has the possibility of showing superiority of the combination of LB-100 plus doxorubicin compared to doxorubicin alone. A positive study would have the potential to change the standard therapy for this disease after four decades of failure to improve the marginal benefit of doxorubicin alone.

 

The Company’s agreement with GEIS provides for various payments based on achieving specific milestones over the term of the agreement. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $268,829 and $0, respectively, pursuant to this agreement. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $268,829 and $0, respectively, pursuant to this agreement. Such costs, when incurred, are included in research and development costs in the Company’s consolidated statements of operations. Through June 30, 2023, the Company has paid GEIS an aggregate of $684,652 for work done under this agreement through the fourth milestone.

 

The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $3,536,000 as of June 30, 2023, which is expected to be incurred through December 31, 2025. As the work is being conducted in Europe and is paid for in Euros, final costs are subject to foreign currency fluctuations between the United States Dollar and the Euro. Such fluctuations are recorded in the consolidated statements of operations as foreign currency gain or loss, as appropriate.

 

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City of Hope. Effective January 18, 2021, the Company executed a Clinical Research Support Agreement with the City of Hope National Medical Center, an NCI-designated comprehensive cancer center, and City of Hope Medical Foundation (collectively, “City of Hope”), to carry out a Phase 1b clinical trial of LB-100, the Company’s first-in-class protein phosphatase inhibitor, combined with a standard regimen for treatment of untreated extensive- stage disease small cell lung cancer (ED-SCLC). LB-100 will be given in combination with carboplatin, etoposide and atezolizumab, an FDA-approved but marginally effective regimen, to previously untreated ED-SCLC patients. The dose of LB-100 will be escalated with the standard fixed doses of the 3-drug regimen to reach a recommended Phase 2 dose (RP2D). Patient entry will be expanded so that a total of 12 patients will be evaluable at the RP2D to confirm the safety of the LB-100 combination and to look for potential therapeutic activity as assessed by objective response rate, duration of overall response, progression-free-survival and overall survival.

 

The clinical trial was initiated on March 9, 2021, with patient accrual expected to take approximately two years to complete. However, as patient accrual was slower than expected, the Company has been seeking to add two additional sites to increase the rate of patient accrual. Effective March 6, 2023, the Sarah Cannon Research Institute (SCRI), Nashville, Tennessee, joined the City of Hope’s ongoing Phase 1b clinical trial. The Company is continuing its efforts to add a third site. The addition of SCRI is expected to expedite and expand the accrual of patients to this clinical trial, thus reducing the time required to demonstrate the feasibility, tolerability and efficacy of adding LB-100 to the current standard treatment regimen. With the addition of SCRI, the Company currently expects that this clinical trial will be completed by December 31, 2024.

 

During the three months ended June 30, 2023 and 2022, the Company did not incur any costs pursuant to this agreement. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $69,001 and $0, respectively, pursuant to this agreement, which are included in research and development costs in the Company’s consolidated statements of operations. As of June 30, 2023, total costs of $447,512 have been incurred pursuant to this agreement.

 

The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $2,433,000 as of June 30, 2023, which is expected to be incurred through December 31, 2024. If a significant number of patients fail during the dose-escalation process, an increase of up to 12 patients would likely be necessary, at an estimated additional cost of approximately $800,000.

 

The Company currently expects that enrollment in this clinical trial will range from approximately 18 to 30 enrollees, with 24 enrollees as the most likely number. Should fewer than 42 enrollees be required, the Company has agreed to compensate City of Hope on a per enrollee basis. If a significant improvement in outcome is seen with the addition of LB-100, this would be an important advance in the treatment of a very aggressive disease.

 

Theradex. On June 22, 2023, the Company finalized a work order agreement with Theradex Systems, Inc. (“Theradex”), an international contract research organization (“CRO”), to conduct a Phase I/II randomized trial of LB-100 plus doxorubicin vs. doxorubicin alone in first line of advanced soft tissue sarcomas. The study is expected to be completed by December 31, 2025.

 

Costs under this work order agreement are estimated to be approximately $153,000, with such payments expected to be allocated approximately 72% to Theradex for services and approximately 28% for payments for pass-through software costs. During the three months and six months ended June 30, 2023, the Company incurred costs of $6,250 pursuant to this work order. As of June 30, 2023, total costs of $6,250 have been incurred pursuant to this work order agreement.

 

The Company’s aggregate commitment pursuant to this clinical trial monitoring agreement, less amounts previously paid to date, totaled approximately $153,000 as of June 30, 2023, which is expected to be incurred through December 31, 2025.

 

National Cancer Institute Pharmacologic Clinical Trial. In May 2019, the National Cancer Institute (NCI) initiated a glioblastoma (GBM) pharmacologic clinical trial. This study is being conducted and funded by the NCI under a Cooperative Research and Development Agreement, with the Company responsible for providing the LB-100 clinical compound.

 

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Primary malignant brain tumors (gliomas) are very challenging to treat. Radiation combined with the chemotherapeutic drug temozolomide has been the mainstay of therapy of the most aggressive gliomas (glioblastoma multiforme or GBM) for decades, with some further benefit gained by the addition of one or more anti-cancer drugs, but without major advances in overall survival for the majority of patients. In animal models of GBM, the Company’s novel protein phosphatase inhibitor, LB-100, has been found to enhance the effectiveness of radiation, temozolomide chemotherapy treatments and immunotherapy, raising the possibility that LB-100 may improve outcomes of standard GBM treatment in the clinic. Although LB-100 has proven safe in patients at doses associated with apparent anti-tumor activity against several human cancers arising outside the brain, the ability of LB-100 to penetrate tumor tissue arising in the brain is not known. Unfortunately, many drugs potentially useful for GBM treatment do not enter the brain in amounts necessary for anti-cancer action.

 

The NCI study was designed to determine the extent to which LB-100 enters recurrent malignant gliomas. Patients having surgery to remove one or more tumors will receive one dose of LB-100 prior to surgery and have blood and tumor tissue analyzed to determine the amount of LB-100 present and to determine whether the cells in the tumors show the biochemical changes expected to be present if LB-100 reaches its molecular target. As a result of the innovative design of the NCI study, data from a few patients should be sufficient to provide a sound rationale for conducting a larger clinical trial to determine the effectiveness of adding LB-100 to the standard treatment regimen for GBMs. Five patients have been entered and analysis of the blood and tissue has proceeded. If there is evidence in at least two of the patients of penetration of LB 100 into tumor tissue, the study will be deemed as successful. Results of this study are currently being reviewed by NCI and a report is expected by the end of 2023.

 

Clinical Trial Monitoring Agreements

 

Moffitt. On September 12, 2018, the Company finalized a work order agreement with Theradex (“CRO”), to monitor the Phase 1b/2 clinical trial being managed and conducted by Moffitt. The clinical trial began in April 2019 and the first patient was entered into the clinical trial in July 2019.

 

The costs of the Phase 1b/2 clinical trial being paid to or through Theradex have been recorded and charged to operations based on periodic documentation provided by the CRO. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $10,997 and $4,558, respectively, pursuant to this work order. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $20,284 and $7,839, respectively, pursuant to this work order. As of June 30, 2023, total costs of $147,572 have been incurred pursuant to this work order agreement.

 

During the three months ended June 30, 2023, concurrent with the closure of the Company’s Clinical Trial Research Agreement with Moffitt, this work order agreement with Theradex to monitor the Clinical Trial Research Agreement with Moffitt was similarly suspended, although nominal oversight trailing costs subsequent to June 30, 2023 are expected to be incurred relating to the closure of the Moffitt study.

 

City of Hope. On February 5, 2021, the Company signed a new work order agreement with Theradex to monitor the City of Hope investigator-initiated clinical trial in small cell lung cancer in accordance with FDA requirements for oversight by the sponsoring party. Costs under this work order agreement are estimated to be approximately $335,000. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $5,687 and $11,235, respectively, pursuant to this work order. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $11,240 and $15,735, respectively, pursuant to this work order. As of June 30, 2023, total costs of $69,681 have been incurred pursuant to this work order agreement.

 

The Company’s aggregate commitment pursuant to this clinical trial monitoring agreement, less amounts previously paid to date, totaled approximately $267,000 as of June 30, 2023, which is expected to be incurred through December 31, 2025.

 

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Patent and License Agreements

 

Moffitt. Effective August 20, 2018, the Company entered into an Exclusive License Agreement with Moffitt. Pursuant to the License Agreement, Moffitt granted the Company an exclusive license under certain patents owned by Moffitt (the “Licensed Patents”) relating to the treatment of MDS and a non-exclusive license under inventions, concepts, processes, information, data, know-how, research results, clinical data, and the like (other than the Licensed Patents) necessary or useful for the practice of any claim under the Licensed Patents or the use, development, manufacture or sale of any product for the treatment of MDS which would otherwise infringe a valid claim under the Licensed Patents. The Company was obligated to pay Moffitt a non-refundable license issue fee of $25,000 after the first patient was entered into a Phase 1b/2 clinical trial to be managed and conducted by Moffitt. The clinical trial began at a single site in April 2019 and the first patient was entered into the clinical trial in July 2019. The Company is also obligated to pay Moffitt an annual license maintenance fee of $25,000 commencing on the first anniversary of the Effective Date and every anniversary thereafter until the Company commences payment of minimum royalty payments. The Company has also agreed to pay non-refundable milestone payments to Moffitt, which cannot be credited against earned royalties payable by the Company, based on reaching various clinical and commercial milestones aggregating $1,897,000, subject to reduction by 40% under certain circumstances relating to the status of Valid Claims, as such term is defined in the License Agreement. During the three months ended June 30, 2023 and 2022, the Company recorded charges to operations of $6,233 and $6,233, respectively, in connection with its obligations under the License Agreement. During the six months ended June 30, 2023 and 2022, the Company recorded charges to operations of $12,398 and $12,398, respectively, in connection with its obligations under the License Agreement. As of June 30, 2023, no milestones had yet been attained.

 

The Company will be obligated to pay Moffitt earned royalties of 4% on worldwide cumulative net sales of royalty-bearing products, subject to reduction to 2% under certain circumstances, on a quarterly basis, with a minimum royalty payment of $50,000 in the first four years after sales commence, and $100,000 in year five and each year thereafter, subject to reduction by 40% under certain circumstances relating to the status of Valid Claims, as such term is defined in the License Agreement. The Company’s obligation to pay earned royalties under the License Agreement commences on the date of the first sale of a royalty-bearing product, and shall automatically expire on a country-by-country basis on the date on which the last valid claim of the Licensed Patents expires, lapses or is declared invalid, and the obligation to pay any earned royalties under the License Agreement shall terminate on the date on which the last valid claim of the Licensed Patents expires, lapses, or is declared to be invalid in all countries.

 

Employment Agreements with Officers

 

During July and August 2020, the Company entered into one-year employment agreements with its executive officers, consisting of Dr. John S. Kovach, Eric J. Forman, Dr. James S. Miser, and Robert N. Weingarten, which provided for aggregate annual compensation of $640,000, payable monthly (see Note 6). The employment agreements are automatically renewable for additional one-year periods unless terminated by either party upon 60 days written notice prior to the end of the applicable one-year period, or by death, or by termination for cause. These employment agreements were automatically renewed for additional one-year periods in July and August 2021 and 2022.

 

On April 9, 2021, the Board of Directors increased the annual compensation of Eric J. Forman, Dr. James S. Miser, and Robert N. Weingarten under the employment agreements, such that the total aggregate annual compensation of all officers increased to $775,000, effective May 1, 2021.

 

Effective November 6, 2022, Mr. Forman was promoted to Vice President and Chief Operating Officer, with an annual salary of $200,000. In addition, Mr. Forman is being provided an office allowance of approximately $1,500 per month through December 31, 2023.

 

The total aggregate annual compensation of all officers increased to $800,000, effective November 6, 2022, which has continued through June 30, 2023.

 

Other Significant Agreements and Contracts

 

NDA Consulting Corp. On December 24, 2013, the Company entered into an agreement with NDA Consulting Corp. for consultation and advice in the field of oncology research and drug development. As part of the agreement, NDA also agreed to cause its president, Dr. Daniel D. Von Hoff, M.D., to become a member of the Company’s Scientific Advisory Committee. The term of the agreement was for one year and provided for a quarterly cash fee of $4,000. The agreement has been automatically renewed for additional one-year terms on its anniversary date since 2014. Consulting and advisory fees charged to operations pursuant to this agreement were $4,000 and $4,000 for the three months ended June 30, 2023 and 2022, respectively, and $8,000 and $8,000 for the six months ended June 30, 2023 and 2022, which were included in research and development costs in the consolidated statements of operations.

 

BioPharmaWorks. Effective September 14, 2015, the Company entered into a Collaboration Agreement with BioPharmaWorks, pursuant to which the Company engaged BioPharmaWorks to perform certain services for the Company. Those services included, among other things, assisting the Company to commercialize its products and strengthen its patent portfolio; identifying large pharmaceutical companies with a potential interest in the Company’s product pipeline; assisting in preparing technical presentations concerning the Company’s products; consultation in drug discovery and development; and identifying providers and overseeing tasks relating to clinical development of new compounds.

 

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BioPharmaWorks was founded in 2015 by former Pfizer scientists with extensive multi-disciplinary research and development and drug development experience. The Collaboration Agreement was for an initial term of two years and automatically renews for subsequent annual periods unless terminated by a party not less than 60 days prior to the expiration of the applicable period. In connection with the Collaboration Agreement, the Company agreed to pay BioPharmaWorks a monthly fee of $10,000, subject to the right of the Company to pay a negotiated hourly rate in lieu of the monthly payment, and agreed to issue to BioPharmaWorks certain equity-based compensation (see Note 7). The Company recorded charges to operations pursuant to this Collaboration Agreement of $30,000 and $30,000 for the three months ended June 30, 2023 and 2022, respectively, and $60,000 and $60,000 for the six months ended June 30, 2023 and 2022, respectively, which were included in research and development costs in the consolidated statements of operations.

 

Netherlands Cancer Institute. On October 8, 2021, the Company entered into a Development Collaboration Agreement with the Netherlands Cancer Institute, Amsterdam (see Note 6), one of the world’s leading comprehensive cancer centers, and Oncode Institute, Utrecht, a major independent cancer research center, to identify the most promising drugs to be combined with LB-100, and potentially LB-100 analogues, to be used to treat a range of cancers, as well as to identify the specific molecular mechanisms underlying the identified combinations. The Company has agreed to fund the study and provide a sufficient supply of LB-100 to conduct the study. The study is expected to take approximately two years to conduct. During the three months ended June 30, 2023 and 2022, the Company incurred charges in the amount of $53,178 and $48,886, respectively, with respect to this agreement, which amounts are included in research and development costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company incurred charges in the amount of $105,381 and $103,116, respectively, with respect to this agreement, which amounts are included in research and development costs in the Company’s consolidated statements of operations. As of June 30, 2023, total costs of $364,788 have been incurred pursuant to this agreement. The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $53,000 as of June 30, 2023, which is expected to be incurred through June 30, 2025. As the work is being conducted in Europe and is paid for in Euros, final costs are subject to foreign currency fluctuations between the United States Dollar and the Euro.

 

MRI Global. The Company has contracted with MRI Global for stability analysis, storage and distribution of LB-100 for clinical trials in the United States. On June 10, 2022, the contract was amended to reflect a new total contract price of $273,980 for services to be rendered through April 30, 2023. Effective April 17, 2023, the contract was further amended to reflect a new total contract price of $326,274 for services to be rendered through April 30, 2024. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $4,010 and $19,597, respectively, pursuant to this contract. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $7,183 and $20,353, respectively, pursuant to this work order. As of June 30, 2023, total costs of $225,924 have been incurred pursuant to this contract.

 

The Company’s aggregate commitment pursuant to this contract, less amounts previously paid to date, totaled approximately $100,000 as of June 30, 2023.

 

External Risks Associated with the Company’s Business Activities

 

Covid-19 Virus. The global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities throughout the world as businesses and governments implemented broad actions to mitigate this public health crisis. The extent to which the coronavirus pandemic may reappear and impact the Company’s clinical trial programs and capital raising efforts in the future is uncertain and cannot be predicted.

 

Inflation Risk. The Company does not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy. However, there is a risk that the Company’s operating costs could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing the Company’s operating costs (including, specifically, clinical trial costs), and which would put additional stress on the Company’s working capital resources.

 

Supply Chain Issues. The Company does not currently expect that supply chain issues will have a significant impact on its business activities, including its ongoing clinical trials.

 

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Potential Recession. There are various indications that the United States economy may be entering a recessionary period. Although unclear at this time, an economic recession would likely impact the general business environment and the capital markets, which could, in turn, affect the Company.

 

The Company is continuing to monitor these matters and will adjust its current business and financing plans as more information and guidance become available.

 

10. Subsequent Events

 

The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC. Other than those matters described below, there were no material subsequent events which affected, or could affect, the amounts or disclosures in the condensed consolidated financial statements.

 

Sale of Common Stock, Pre-Funded Common Stock Purchase Warrants, and Common Stock Purchase Warrants; Exercise of Pre-Funded Common Stock Purchase Warrants

 

On July 20, 2023, in a registered direct offering to an institutional investor, the Company sold 180,000 shares of common stock at a purchase price of $6.00 per share and pre-funded warrants to purchase 403,334 shares of common stock at a purchase price of $5.9999 per pre-funded warrant. Each pre-funded warrant had an exercise price of $0.0001 per share, was immediately exercisable upon issuance, and was valid and exercisable until all pre-funded warrants are exercised in full.

 

In a concurrent private placement to the institutional investor, the Company also sold warrants to purchase 583,334 shares of common stock. Each common warrant had an initial exercise price of $6.00 per share, was immediately exercisable upon issuance, and expires five years thereafter on July 20, 2028. The common warrants and the shares of common stock issuable upon exercise of the common warrants were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

 

The registered direct offering and the concurrent private placement generated gross proceeds of approximately $3,500,000. The total cash costs of the registered direct offering and the private placement were approximately $375,000, resulting in net proceeds of approximately $3,125,000. Pursuant to the placement agent agreement, the Company granted to the placement agent warrants to purchase 35,000 shares of common stock at an exercise price of $6.60 per share and expiring on July 20, 2028.

 

During the period from July 24, 2023 through August 7, 2023, the 403,334 pre-funded warrants exercisable at $0.0001 per share were exercised for total cash proceeds of $40, resulting in the issuance of 403,334 shares of common stock.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q of Lixte Biotechnology Holdings, Inc. (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These might include statements regarding the Company’s financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future clinical trials and their timing and costs, product demand, supply, manufacturing costs, marketing and pricing factors are all forward-looking statements. These statements are generally accompanied by words such as “intend”, “anticipate”, “believe”, “estimate”, “potential(ly)”, “continue”, “forecast”, “predict”, “plan”, “may”, “will”, “could”, “would”, “should”, “expect” or the negative of such terms or other comparable terminology. The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have been correct or that the Company will take any action that the Company may presently be planning. These forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected, anticipated or implied in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies or changes thereto, available cash, research and development results, competition from other similar businesses, and market and general economic factors. This discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including the section entitled “Item 1A. Risk Factors”. The Company does not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.

 

Overview

 

The Company is a drug discovery company that uses biomarker technology to identify enzyme targets associated with serious common diseases and then designs novel compounds to attack those targets. The Company’s corporate office is located in Pasadena, California.

 

The Company’s product pipeline is primarily focused on inhibitors of protein phosphatases, used alone and in combination with cytotoxic agents and/or x-ray and immune checkpoint blockers. The Company believes that inhibitors of protein phosphatases have broad therapeutic potential not only for cancer but also for other debilitating and life-threatening diseases. The Company is directing its efforts on clinical development of a specific protein phosphatase inhibitor, referred to as LB-100, which has been shown to have clinical anti-cancer activity at doses that produce little or no toxicity.

 

The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital. The Company has not yet commenced any revenue-generating operations, does not have positive cash flows from operations, relies on stock-based compensation for a substantial portion of employee and consultant compensation, and is dependent on periodic infusions of equity capital to fund its operating requirements.

 

Reverse Stock Split

 

On June 2, 2023, the Company effected a 1-for-10 reverse split of its outstanding shares of common stock. No fractional shares were issued in connection with the reverse split, with any fractional shares resulting from the reverse split being rounded up to the nearest whole share.

 

All share and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented.

 

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Recent Developments

 

News Release

 

On July 17, 2023, the Company issued a news release announcing that a recently posted article in BioRxiv based on the results of a collaboration between the Company and the Netherlands Cancer Institute, shows that inhibition of PP2A in colon cancer cells, using LIXTE’s lead clinical compound LB-100, leads to major changes in the way cancer cells process their mRNAs.

 

Based on this finding, the Company indicated that cancer cells are predicted to produce a significant number of aberrant proteins that can be recognized by the immune system. This newly discovered mechanism, by which LB-100 turns immunologically “cold” tumors “hot,” adds to several additional mechanisms that have recently been described through which LB-100 sensitizes cancer cells to immune checkpoint blockade.

 

The Company said the new research also shows that disruption of proper mRNA maturation induced by LB-100 leads to a reduced ability of the cancer cells to deal with DNA damage. This finding concurs with multiple pre-clinical studies demonstrating synergy between LB-100 and radiotherapy or different chemotherapies in various cancer models.

 

The July 13, 2023 BioRxiv article, titled “PP2A Inhibition Instructs Spliceosome Phosphorylation to Create Splicing Vulnerability in Colon Adenocarcinoma,” was authored by Dias et. al. from the Netherlands Cancer Institute, in a collaboration that the Company initiated in 2021 with a team of scientists headed by René Bernards, a Professor of Molecular Carcinogenesis at the Netherlands Cancer Institute and a member of the Company’s Board of Directors.

 

Sale of Common Stock, Pre-Funded Common Stock Purchase Warrants, and Common Stock Purchase Warrants; Exercise of Pre-Funded Common Stock Purchase Warrants

 

On July 20, 2023, in a registered direct offering to an institutional investor, the Company sold 180,000 shares of common stock at a purchase price of $6.00 per share and pre-funded warrants to purchase 403,334 shares of common stock at a purchase price of $5.9999 per pre-funded warrant. Each pre-funded warrant had an exercise price of $0.0001 per share, was immediately exercisable upon issuance, and was valid and exercisable until all pre-funded warrants are exercised in full.

 

In a concurrent private placement to the institutional investor, the Company also sold warrants to purchase 583,334 shares of common stock. Each common warrant had an initial exercise price of $6.00 per share, was immediately exercisable upon issuance, and expires five years thereafter on July 20, 2028. The common warrants and the shares of common stock issuable upon exercise of the common warrants were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

 

The registered direct offering and the concurrent private placement generated gross proceeds of approximately $3,500,000. The total cash costs of the registered direct offering and the private placement were approximately $375,000, resulting in net proceeds of approximately $3,125,000. Pursuant to the placement agent agreement, the Company granted to the placement agent warrants to purchase 35,000 shares of common stock at an exercise price of $6.60 per share and expiring on July 20, 2028.

 

During the period from July 24, 2023 through August 7, 2023, the 403,334 pre-funded warrants exercisable at $0.0001 per share were exercised for total cash proceeds of $40, resulting in the issuance of 403,334 shares of common stock.

 

Going Concern

 

At June 30, 2023, the Company had cash of $2,912,920 available to fund its operations. Because the Company is currently engaged in various early-stage clinical trials, it is expected that it will take a significant amount of time and resources to develop any product or intellectual property capable of generating sustainable revenues. Accordingly, the Company’s business is unlikely to generate any sustainable operating revenues in the next several years and may never do so. Even if the Company is able to generate revenues through licensing its technology, product sales or other commercial activities, there can be no assurance that the Company will be able to achieve and maintain positive earnings and operating cash flows. At June 30, 2023, the Company’s remaining contractual commitments pursuant to clinical trial agreements and clinical trial monitoring agreements not yet incurred aggregated $6,389,000 (see “Principal Commitments” below), which are currently scheduled to be incurred through approximately December 31, 2025.

 

The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has no recurring source of revenue and has experienced negative operating cash flows since inception. The Company has financed its working capital requirements through the recurring sale of its equity securities.

 

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Based on the foregoing, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying interim condensed consolidated financial statements are being issued. The Company’s interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its research and development activities and to ultimately achieve sustainable operating revenues and profitability. The amount and timing of future cash requirements depends on the pace, design and results of the Company’s clinical trial program, which, in turn, depends on the availability of operating capital to fund such activities.

 

Based on current operating plans, the Company estimates that existing cash resources, together with the proceeds from the July 20, 2023 registered direct offering and concurrent private placement, will provide sufficient working capital to fund the current clinical trial program with respect to the development of the Company’s lead anti-cancer clinical compound LB-100 through approximately December 31, 2024. However, existing cash resources will not be sufficient to complete the development of and obtain regulatory approval for the Company’s product candidate, which will require that the Company raise significant additional capital. The Company estimates that it will need to raise additional capital to fund its operations, including its various clinical trial commitments, no later than the latter half of the fiscal year ending December 31, 2024. However, the Company’s operating plans may change as a result of many factors that are currently unknown and/or outside of the control of the Company, and additional funds may be needed sooner than planned.

 

As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurance that the Company will be able to secure additional financing on acceptable terms, as and when necessary, to continue to conduct operations.

 

If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back or discontinue its clinical trial program, as well as its licensing and patent prosecution efforts and its technology and product development efforts, or obtain funds, if available, through strategic alliances or joint ventures that could require the Company to relinquish rights to and/or control of LB-100, or to discontinue operations entirely.

 

Recent Accounting Pronouncements

 

Information with respect to recent accounting pronouncements is provided at Note 3 to the condensed consolidated financial statements for the three months and six months ended June 30, 2023 and 2022 included elsewhere in this document.

 

Concentration of Risk

 

Information with respect to concentration of risk is provided at Note 3 to the condensed consolidated financial statements for the three months and six months ended June 30, 2023 and 2022 included elsewhere in this document.

 

Critical Accounting Policies and Estimates

 

The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in the calculation of accruals for clinical trial costs and other potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.

 

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The following critical accounting policies affect the more significant judgements and estimates used in the preparation of the Company’s consolidated financial statements.

 

Cash

 

Cash is held in a cash bank deposit program maintained by Morgan Stanley Wealth Management, a division of Morgan Stanley Smith Barney LLC (“Morgan Stanley”). Morgan Stanley is a FINRA-regulated broker-dealer. The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation (the “SIPC”). The Company periodically has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $250,000 and $500,000, respectively. Morgan Stanley Wealth Management also maintains supplemental insurance coverage for the cash balances of its customers. The Company has not experienced any losses to date resulting from this policy.

 

Segment Information

 

The Company operates and reports in one segment, which focuses on the utilization of biomarker technology to identify enzyme targets associated with serious common diseases and then designing novel compounds to attack those targets. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker, which is the Company’s President, Chief Executive Officer and Chief Scientific Officer.

 

Research and Development

 

Research and development costs consist primarily of fees paid to consultants and contractors, and other expenses relating to the negotiation, design, development and management of clinical trials with respect to the Company’s clinical compound and product candidate. Research and development costs also include the costs to manufacture the compounds used in research and clinical trials, which are charged to operations as incurred. The Company’s inventory of LB-100 for clinical use has been manufactured separately in the United States and in the European Union in accordance with the laws and regulations of such jurisdictions.

 

Research and development costs are generally charged to operations ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, the termination of an agreement, or other information indicates that a different expensing schedule is more appropriate. However, payments for research and development costs that are contractually defined as non-refundable are charged to operations as incurred.

 

Obligations incurred with respect to mandatory scheduled payments under agreements with milestone provisions are recognized as charges to research and development costs in the Company’s consolidated statement of operations based on the achievement of such milestones, as specified in the respective agreement. Obligations incurred with respect to mandatory scheduled payments under agreements without milestone provisions are accounted for when due, are recognized ratably over the appropriate period, as specified in the respective agreement, and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations.

 

Payments made pursuant to contracts are initially recorded as advances on research and development contract services in the Company’s consolidated balance sheet and are then charged to research and development costs in the Company’s consolidated statement of operations as those contract services are performed. Expenses incurred under contracts in excess of amounts advanced are recorded as research and development contract liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. The Company reviews the status of its various clinical trial and research and development contracts on a quarterly basis.

 

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Patent and Licensing Legal and Filing Fees and Costs

 

Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and related patent applications, all patent and licensing legal and filing fees and costs are charged to operations as incurred. Patent and licensing legal and filing fees and costs are included in general and administrative costs in the Company’s consolidated statements of operations.

 

During the three months ended June 30, 2023 and 2022, patent and licensing legal and filing fees and costs related to the development and protection of its intellectual property were $340,010 and $358,389, respectively, a decrease of $18,379, or 5.1% in 2023, as compared to 2022. During the six months ended June 30, 2023 and 2022, patent and licensing legal and filing fees and costs related to the development and protection of its intellectual property were $657,350 and $673,626, respectively, a decrease of $16,276, or 2.4% in 2023, as compared to 2022.

 

In late 2021, the Company engaged a new patent law firm that is highly regarded for its expertise in biotechnology. This firm conducted a comprehensive analysis of the Company’s extensive patent portfolio in order to implement a program to maximize intellectual property protection, both domestically and internationally. As a result, several patents were filed in 2022, reflecting potential new uses of the Company’s lead clinical compound LB-100 in cancer therapy. The Company expects that patent and licensing legal and filing fees and costs will remain relatively stable for the remainder of 2023 as compared to 2022, as the Company continues to focus on efforts to expand clinical programs to analyze various potential uses for LB-100 and to develop and expand its patent portfolio related to the clinical development of LB-100.

 

A descriptive summary of the patent portfolio for the Company’s most important clinical programs involving the development of LB-100, as well as a detailed listing of each domestic and international patent that has been issued, is presented at “ITEM 1. BUSINESS – Intellectual Property” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

Stock-Based Compensation

 

The Company periodically issues common stock and stock options to officers, directors, employees, Scientific Advisory Committee members, contractors and consultants for services rendered. Options vest and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, are measured at the grant date fair value and charged to operations ratably over the vesting period.

 

The Company accounts for stock-based payments to officers, directors, employees, Scientific Advisory Committee members, contractors and consultants by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards.

 

The fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the expected life of the stock option, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Unless sufficient historical exercise data is available, the expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The estimated volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock is determined by reference to the quoted market price of the Company’s common stock on the grant date. The expected dividend yield is based on the Company’s expectation of dividend payouts and is assumed to be zero.

 

The Company recognizes the fair value of stock-based compensation awards in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option exercises.

 

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Summary of Business Activities and Plans

 

Company Overview

 

The Company is a drug discovery company that uses biomarker technology to identify enzyme targets associated with serious common diseases and then designs novel compounds to attack those targets. The Company’s product pipeline is primarily focused on inhibitors of protein phosphatases, used alone and in combination with cytotoxic agents and/or x-ray and immune checkpoint blockers, and encompasses two major categories of compounds at various stages of pre-clinical and clinical development that the Company believes have broad therapeutic potential not only for cancer but also for other debilitating and life-threatening diseases.

 

The Company is focusing its development activities on its LB-100 series of drugs. The Company believes that the mechanism by which compounds of the LB-100 series affect cancer cell growth is different from cancer agents currently approved for clinical use. Lead compounds from each series have activity against a broad spectrum of common and rarer human cancers in cell culture systems. In addition, compounds from both series have anti-cancer activity in animal models of glioblastoma multiforme, neuroblastoma, and medulloblastoma, all cancers of neural tissue. Lead compounds of the LB-100 series also have activity against melanoma, breast cancer and sarcoma in animal models and enhance the effectiveness of commonly used anti-cancer drugs in these animal models. The enhancement of anti-cancer activity of these anti-cancer drugs occurs at doses of LB-100 that do not significantly increase toxicity in animals. It is therefore hoped that, when combined with standard anti-cancer regimens against many tumor types, the Company’s compounds will improve therapeutic benefit without enhancing toxicity in humans. The Company is not currently planning to allocate resources to further develop its LB-200 series of drugs,

 

Product Candidates

 

The LB-100 series consists of novel structures which have the potential to be first in their class and may be useful in the treatment of not only several types of cancer but also vascular and metabolic diseases. The LB-200 series contains compounds which have the potential to be the most effective in its class and may be useful for the treatment of chronic hereditary diseases, such as Gaucher’s disease, in addition to cancer and neurodegenerative diseases.

 

The Company has demonstrated that lead compounds of both the LB-100 series and the LB-200 are active against a broad spectrum of human cancers in cell culture and against several types of human cancers in animal models. The research on these compounds was initiated in 2006 under a Cooperative Research and Development Agreement, or CRADA, with the National Institute of Neurologic Disorders and Stroke, or NINDS, of the National Institutes of Health, or NIH, dated March 22, 2006 that was subsequently extended through a series of amendments until it terminated on April 1, 2013. As discussed below, the Company’s primary focus is on the clinical development of LB-100.

 

The LB-200 series consists of histone deacetylase inhibitors (HDACi). Many pharmaceutical companies are also developing drugs of this type, and at least two companies have HDACi approved for clinical use, in both cases for the treatment of a type of lymphoma. Despite this significant competition, the Company has demonstrated that its HDACi have broad activity against many cancer types, have neuroprotective activity, and have anti-fungal activity. In addition, these compounds have low toxicity. LB-200 has not yet advanced to the clinical stage and would require additional capital to fund further development. Accordingly, because of the Company’s focus on the clinical development of LB-100 and analogs for cancer therapy as described below in more detail, the Company has decided not to actively pursue the pre-clinical development of the LB-200 series of compounds. At this time, the Company intends to only maintain composition and synthesis patents on the LB-200 series of compounds in the United States.

 

Collaborations with leading academic research centers in the United States, Europe and Asia have established the breadth of activity of LB-100 in pre-clinical models of several major cancers. There is considerable scientific interest in LB-100 because it exerts its activity by a novel mechanism and is the first of its type to be evaluated so broadly in multiple animal models of cancer and now in human beings. LB-100 is one of a series of serine/threonine phosphatase (s/t ptase) inhibitors designed by the Company. The s/t ptases are ubiquitous enzymes that regulate many cell signaling networks important to cell growth, division and death. The s/t ptases have long been appreciated as potentially important targets for anti-cancer drugs. However, because of the multi- functionality of these enzymes, it had been widely held that pharmacologic inhibitors of s/t ptases would be too toxic to allow their development as anti-cancer treatments, but the Company has shown that this is not the case. LB-100 was well tolerated at doses associated with objective regression (significant tumor shrinkage) and/or the arresting of tumor progression in patients with progressive cancers.

 

Pre-clinical studies showed that LB-100 itself inhibits a spectrum of human cancers and that combined with standard cytotoxic drugs and/or radiation, LB-100 potentiates their effectiveness against hematologic and solid tumor cancers without enhancing toxicity. Given at very low doses in animal models of cancer, LB-100 markedly increased the effectiveness of a PD-1 blocker, one of the widely used new immunotherapy drugs. This finding raises the possibility that LB-100 may further expand the value of the expanding field of cancer immunotherapy.

 

The Company completed a Phase 1 clinical trial of LB-100 to evaluate its safety that showed it is associated with antitumor activity in humans at doses that are readily tolerable. Responses included objective regression (tumor shrinkage) lasting for 11 months of a pancreatic cancer and cessation of growth (stabilization of disease) for 4 months or more of 9 other progressive solid tumors out of 20 patients who had measurable disease. As Phase 1 clinical trials are fundamentally designed to determine safety of a new compound in humans, the Company was encouraged by these results. The next step is to demonstrate in Phase 2 clinical trials the efficacy of LB-100 in one or more specific tumor types, against which the compound has well documented activity in pre-clinical models.

 

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As a compound moves through the FDA-approval process, it becomes an increasingly valuable property, but at a cost of additional investment at each stage. As the potential effectiveness of LB-100 has been documented at the clinical trial level, the Company has allocated resources to expand the breadth and depth of its patent portfolio. The Company’s approach has been to operate with a minimum of overhead, moving compounds forward as efficiently and inexpensively as possible, and to raise funds to support each of these stages as certain milestones are reached. The Company’s longer-term objective is to secure one or more strategic partnerships or licensing agreements with pharmaceutical companies with major programs in cancer.

 

External Risks Associated with the Company’s Business Activities

 

Covid-19 Virus. The global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities throughout the world as businesses and governments implemented broad actions to mitigate this public health crisis. The extent to which the coronavirus pandemic may reappear and impact the Company’s clinical trial programs and capital raising efforts in the future is uncertain and cannot be predicted.

 

Inflation Risk. The Company does not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy. However, there is a risk that the Company’s operating costs could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing the Company’s operating costs (including, specifically, clinical trial costs), and which would put additional stress on the Company’s working capital resources.

 

Supply Chain Issues. The Company does not currently expect that supply chain issues will have a significant impact on its business activities, including its ongoing clinical trials.

 

Potential Recession. There are various indications that the United States economy may be entering a recessionary period. Although unclear at this time, an economic recession would likely impact the general business environment and the capital markets, which could, in turn, affect the Company.

 

The Company is continuing to monitor these matters and will adjust its current business and financing plans as more information and guidance become available.

 

Results of Operations

 

At June 30, 2023, the Company had not yet commenced any revenue-generating operations, does not have any positive cash flows from operations, and is dependent on its ability to raise equity capital to fund its operating requirements.

 

The Company’s condensed consolidated statements of operations as discussed herein are presented below.

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
                 
Revenues  $   $   $   $ 
                     
Costs and expenses:                    
General and administrative costs:                    
Compensation to related parties   522,561    753,530    1,042,041    1,319,452 
Patent and licensing legal and filing fees and costs   340,010    358,389    657,350    673,626 
Other costs and expenses   379,970    269,281    724,212    584,023 
Research and development costs   427,457    164,810    616,542    623,261 
Total costs and expenses   1,669,998    1,546,010    3,040,145    3,200,362 
Loss from operations   (1,669,998)   (1,546,010)   (3,040,145)   (3,200,362)
Interest income   2,714    191    7,729    300 
Interest expense   (1,948)   (627)   (5,809)   (3,121)
Foreign currency gain (loss)   877    142    2,211    (39)
Net loss  $(1,668,355)  $(1,546,304)  $(3,036,014)  $(3,203,222)
                     
Net loss per common share – basic and diluted  $(1.00)  $(0.95)  $(1.82)  $(2.14)
                     
Weighted average common shares outstanding – basic and diluted   1,665,956    1,620,091    1,665,479    1,498,076 

 

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Three Months Ended June 30, 2023 and 2022

 

Revenues. The Company did not have any revenues for the three months ended June 30, 2023 and 2022.

 

General and Administrative Costs. For the three months ended June 30, 2023, general and administrative costs were $1,242,541, which consisted of the fair value of vested stock options issued to directors and officers of $280,060, patent and licensing legal and filing fees and costs of $340,010, other consulting and professional fees of $159,361, insurance expense of $104,151, officer salaries and related costs of $216,248, cash-based director and board committee fees of $42,501, licensing fees of $6,233, shareholder reporting costs of $57,350, listing fees of $15,500, filing fees of $3,470, taxes and licenses of $3,769, investor relations of $9,372, and other operating costs of $4,516.

 

For the three months ended June 30, 2022, general and administrative costs were $1,381,200, which consisted of the fair value of vested stock options issued to directors and officers of $424,094, patent and licensing legal and filing fees and costs of $358,389, other consulting and professional fees of $97,740, insurance expense of $117,135, officer salaries and related costs of $209,622, cash-based director and board committee fees of $135,686, licensing fees of $6,233, shareholder reporting costs of $3,370, listing fees of $14,875, filing fees of $3,088, taxes and licenses of $4,069, investor relations of $2,452, and other operating costs of $7,447.

 

General and administrative costs decreased by $138,659, or 10.0%, in 2023 as compared to 2022, primarily as a result of a decrease in the fair value of vested stock options issued to directors and officers of $144,034, a decrease in patent and licensing legal and filing fees and costs of $18,379, a decrease in cash-based director and board committee fees of $93,185, offset by increases in other consulting and professional fees of $61,621 and an increase in transfer agent and other shareholder reporting costs of $53,980.

 

Research and Development Costs. For the three months ended June 30, 2023, research and development costs were $427,457, which consisted of clinical and related oversight costs of $297,763, regulatory service costs of $1,740, and pre-clinical research focused on development of additional novel anti-cancer compounds to add to the Company’s clinical pipeline of $127,954.

 

For the three months ended June 30, 2022, research and development costs were $164,810, which consisted of contractor costs incurred in connection with the synthesis work done to develop a new supply of LB-100 for the Spanish clinical trial of $18,774, clinical and related oversight costs of $21,865, regulatory service costs of $360, and pre-clinical research focused on development of additional novel anti-cancer compounds to add to the Company’s clinical pipeline of $123,811.

 

Included in pre-clinical research costs for the three months ended June 30, 2023 and 2022 were $53,178 and $48,886, respectively, of costs paid to the Netherlands Cancer Institute, which employs Dr. René Bernards, a director of the Company since June 15, 2022. On October 8, 2021, the Company entered into a Development Collaboration Agreement with the Netherlands Cancer Institute, Amsterdam, one of the world’s leading comprehensive cancer centers, and Oncode Institute, Utrecht, a major independent cancer research center, to identify the most promising drugs to be combined with LB-100, and potentially LB-100 analogues, to be used to treat a range of cancers, as well as to identify the specific molecular mechanisms underlying the identified combinations (see “Principal Commitments – Other Significant Agreements and Contracts – Netherlands Cancer Institute” below).

 

Research and development costs increased by $262,647, or 159.4%, in 2023 as compared to 2022, primarily as a result of an increase in clinical and related oversight costs of $275,898.

 

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Interest Income. For the three months ended June 30, 2023, the Company had interest income of $2,714, as compared to interest income of $191 for the three months ended June 30, 2022, related to the investment of funds generated by the Company’s financing activities.

 

Interest Expense. For the three months ended June 30, 2023, the Company had interest expense of $1,948, as compared to interest expense of $627 for the three months ended June 30, 2022, related to the financing of the premium for the Company’s directors and officers liability insurance policy.

 

Foreign Currency Loss. For the three months ended June 30, 2023, the Company had a foreign currency gain of $877, as compared to a foreign currency gain of $142 for the three months ended June 30, 2022, from foreign currency transactions.

 

Net Loss. For the three months ended June 30, 2023, the Company incurred a net loss of $1,668,355, as compared to a net loss of $1,546,304 for the three months ended June 30, 2022.

 

Six Months Ended June 30, 2023 and 2022

 

Revenues. The Company did not have any revenues for the six months ended June 30, 2023 and 2022.

 

General and Administrative Costs. For the six months ended June 30, 2023, general and administrative costs were $2,423,603, which consisted of the fair value of vested stock options issued to directors and officers of $557,040, patent and licensing legal and filing fees and costs of $657,350, other consulting and professional fees of $329,946, insurance expense of $208,305, officer salaries and related costs of $432,603, cash-based director and board committee fees of $85,001, licensing fees of $12,398, shareholder reporting costs of $60,896, listing fees of $31,000, filing fees of $10,195, taxes and licenses of $7,538, investor relations of $22,344, and other operating costs of $8,987.

 

For the six months ended June 30, 2022, general and administrative costs were $2,577,101, which consisted of the fair value of vested stock options issued to directors and officers of $763,766, patent and licensing legal and filing fees and costs of $673,626, other consulting and professional fees of $235,455, insurance expense of $234,270, officer salaries and related costs of $420,489, cash-based director and board committee fees of $168,186, licensing fees of $12,398, shareholder reporting costs of $6,324, listing fees of $29,750, filing fees of $8,412, taxes and licenses of $8,138, investor relations of $4,849, and other operating costs of $11,438.

 

General and administrative costs decreased by $153,498, or 6.0%, in 2023 as compared to 2022, primarily as a result of a decrease in the fair value of vested stock options issued to directors and officers of $206,726, a decrease in patent and licensing legal and filing fees and costs of $16,276, a decrease in cash-based director and board committee fees of $83,185, offset by increases in other consulting and professional fees of $94,491 and an increase in transfer agent and other shareholder reporting costs of $54,572.

 

Research and Development Costs. For the six months ended June 30, 2023, research and development costs were $616,542, which consisted of clinical and related oversight costs of $393,892, regulatory service costs of $7,819, and pre-clinical research focused on development of additional novel anti-cancer compounds to add to the Company’s clinical pipeline of $214,831.

 

For the six months ended June 30, 2022, research and development costs were $623,261, which consisted of contractor costs incurred in connection with the synthesis work done to develop a new supply of LB-100 for the Spanish clinical trial of $351,488, clinical and related oversight costs of $32,978, regulatory service costs of $360, and pre-clinical research focused on development of additional novel anti-cancer compounds to add to the Company’s clinical pipeline of $238,435.

 

Included in pre-clinical research costs for the six months ended June 30, 2023 and 2022 were $105,382 and $103,116, respectively, of costs paid to the Netherlands Cancer Institute, which employs Dr. René Bernards, a director of the Company since June 15, 2022. On October 8, 2021, the Company entered into a Development Collaboration Agreement with the Netherlands Cancer Institute, Amsterdam, one of the world’s leading comprehensive cancer centers, and Oncode Institute, Utrecht, a major independent cancer research center, to identify the most promising drugs to be combined with LB-100, and potentially LB-100 analogues, to be used to treat a range of cancers, as well as to identify the specific molecular mechanisms underlying the identified combinations (see “Principal Commitments – Other Significant Agreements and Contracts – Netherlands Cancer Institute” below).

 

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Research and development costs decreased by $6,719, or 1.1%, in 2023 as compared to 2022, primarily as a result of a decrease in contractor costs incurred in connection with the synthesis work done to develop a new supply of LB-100 for the Spanish clinical trial of $351,488, offset by an increase in clinical and related oversight costs of $360,914.

 

Interest Income. For the six months ended June 30, 2023, the Company had interest income of $7,729, as compared to interest income of $300 for the six months ended June 30, 2022, related to the investment of funds generated by the Company’s financing activities.

 

Interest Expense. For the six months ended June 30, 2023, the Company had interest expense of $5,809, as compared to interest expense of $3,121 for the six months ended June 30, 2022, related to the financing of the premium for the Company’s directors and officers liability insurance policy.

 

Foreign Currency Loss. For the six months ended June 30, 2023, the Company had a foreign currency gain of $2,211, as compared to a foreign currency loss of $39 for the six months ended June 30, 2022, from foreign currency transactions.

 

Net Loss. For the six months ended June 30, 2023, the Company incurred a net loss of $3,036,014, as compared to a net loss of $3,203,222 for the six months ended June 30, 2022.

 

Liquidity and Capital Resources – June 30, 2023

 

The Company’s consolidated statements of cash flows as discussed herein are as follows:

 

   Six Months Ended June 30, 
   2023   2022 
         
Net cash used in operating activities  $(2,446,753)  $(2,229,357)
Net cash provided by (used in) investing activities        
Net cash provided by financing activities   6,281    5,141,384 
Net increase (decrease) in cash  $(2,440,472)  $2,912,027 

 

At June 30, 2023, the Company had working capital of $2,692,534, as compared to working capital of $5,165,227 at December 31, 2022, reflecting a decrease in working capital of $2,472,693 for the six months ended June 30, 2023. The decrease in working capital during the six months ended June 30, 2023 was primarily the result of the funding of the Company’s ongoing research and development activities and other ongoing operating expenses, including maintaining and developing its patent portfolio. At June 30, 2023, the Company had cash of $2,912,920 available to fund its operations.

 

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its research and development activities and to ultimately achieve sustainable operating revenues and profitability. The amount and timing of future cash requirements depends on the pace, design and results of the Company’s clinical trial program, which, in turn, depends on the availability of operating capital to fund such activities.

 

Based on current operating plans, the Company estimates that existing cash resources, together with the proceeds from the July 20, 2023 registered direct offering and concurrent private placement, will provide sufficient working capital to fund the current clinical trial program with respect to the development of the Company’s lead anti-cancer clinical compound LB-100 through approximately December 31, 2024. However, existing cash resources will not be sufficient to complete the development of and obtain regulatory approval for the Company’s product candidate, which will require that the Company raise significant additional capital. The Company estimates that it will need to raise additional capital to fund its operations, including its various clinical trial commitments, during the latter half of the fiscal year ending December 31, 2024. At June 30, 2023, the Company’s remaining contractual commitments pursuant to clinical trial agreements and clinical trial monitoring agreements not yet incurred aggregated $6,389,000, which are currently scheduled to be incurred through approximately December 31, 2025. However, he Company’s operating plans may change as a result of many factors that are currently unknown and/or outside of the control of the Company, and additional funds may be needed sooner than planned.

 

At June 30, 2023, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

 

40
 

 

Operating Activities. For the six months ended June 30, 2023, operating activities utilized cash of $2,446,753, as compared to utilizing cash of $2,229,357 for the six months ended June 30, 2022, to fund the Company’s ongoing research and development activities and to fund its other ongoing operating expenses, including maintaining and developing its patent portfolio.

 

Investing Activities. For the six months ended June 30, 2023 and 2022, the Company had no investing activities.

 

Financing Activities. For the six months ended June 30, 2023, financing activities consisted of $6,281 from the exercise of common stock options. For the six months June 30, 2022, financing activities consisted of the gross proceeds from the sale of common stock in the Company’s direct offering of $5,800,000, reduced by offering costs of $658,616.

 

Principal Commitments

 

Clinical Trial Agreements

 

At June 30, 2023, the Company’s remaining contractual commitments pursuant to clinical trial agreements and clinical trial monitoring agreements not yet incurred, as described below, aggregated $6,389,000, which are currently scheduled to be incurred through approximately December 31, 2025. The Company’s ability to conduct and fund these contractual commitments is subject to the timely availability of sufficient capital to fund such expenditures, as well as any changes in the allocation or reallocation of such funds to the Company’s current or future clinical trial programs. The Company expects that the full amount of these expenditures will be incurred only if such clinical trial programs are conducted as originally designed and their respective enrollments and duration are not modified or reduced. Clinical trial programs, such as the types that the Company is engaged in, can be highly variable and can frequently involve a series of changes and modifications over time as clinical data is obtained and analyzed, and are frequently modified, suspended or terminated before the clinical trial endpoint is reached. Accordingly, such contractual commitments as discussed herein should be considered as estimates only based on current clinical assumptions and conditions, and are typically subject to significant revisions over time.

 

Moffitt. Effective August 20, 2018, the Company entered into a five-year Clinical Trial Research Agreement with the Moffitt Cancer Center and Research Institute Hospital Inc., Tampa, Florida. Pursuant to the Clinical Trial Research Agreement, Moffitt agreed to conduct and manage a Phase 1b/2 clinical trial to evaluate the toxicity and therapeutic benefit of the Company’s lead anti-cancer clinical compound LB-100 to be administered intravenously in patients with low or intermediate-1 risk myelodysplastic syndrome (MDS).

 

In November 2018, the Company received approval from the U.S. Food and Drug Administration for its Investigational New Drug Application to conduct a Phase 1b/2 clinical trial to evaluate the toxicity and therapeutic benefit of LB-100 in patients with low and intermediate-1 risk MDS who have failed or are intolerant of standard treatment. Patients with MDS, although usually older, are generally well except for severe anemia requiring frequent blood transfusions. This Phase 1b/2 clinical trial utilized LB-100 as a single agent in the treatment of patients with low and intermediate-1 risk MDS, including patients with del(5q) myelodysplastic syndrome (del5qMDS) failing first line therapy.

 

During the three months ended June 30, 2023, the Phase 1b/2 clinical trial at the Moffitt Cancer Center evaluating LB-100 in patients with MDS was closed by the principal investigator. In this clinical trial, single agent LB-100 was used on a new schedule of days 1, 3, and 5 every 3 weeks. It was determined that patients found it too challenging to go for an infusion given on this schedule. The Company is not employing this schedule in its other clinical trials. Although the Maximally Tolerated Dose (MTD) was not achieved, there was no dose-limiting toxicity on this schedule at doses that were even greater than those which were above the MTD in the Phase 1 clinical trial of LB-100 on the Monday, Tuesday, Wednesday schedule.

 

During the three months ended June 30, 2023 and 2022, the Company incurred costs of $6,000 and $6,073, respectively, pursuant to this agreement, which have been included in research and development costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $12,000 and $9,405, respectively, pursuant to this agreement, which have been included in research and development costs in the Company’s consolidated statements of operations. As of June 30, 2023, total costs of $143,074 have been incurred pursuant to this agreement. Nominal trailing costs subsequent to June 30, 2023 are expected relating to the closure of this study.

 

The Company has decided not to pursue further studies in MDS, as other opportunities in much more common diseases have become available. For example, the Company is now focusing on documenting clear-cut potentiation of cytotoxic treatment as in the ongoing study of advanced soft tissue sarcoma and small cell lung cancer. In addition, new pre-clinical data demonstrate the potentiation of immunotherapy by LB-100 in other common cancers.

 

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GEIS. Effective July 31, 2019, the Company entered into a Collaboration Agreement for an Investigator-Initiated Clinical Trial with the Spanish Sarcoma Group (Grupo Español de Investigación en Sarcomas or “GEIS”), Madrid, Spain, to carry out a study entitled “Randomized phase I/II trial of LB-100 plus doxorubicin vs. doxorubicin alone in first line of advanced soft tissue sarcoma”. The purpose of this clinical trial is to obtain information with respect to the efficacy and safety of LB-100 combined with doxorubicin in soft tissue sarcomas. Doxorubicin is the global standard for initial treatment of advanced soft tissue sarcomas (“ASTS”). Doxorubicin alone has been the mainstay of first line treatment of ASTS for over 40 years, with little therapeutic gain from adding cytotoxic compounds to or substituting other cytotoxic compounds for doxorubicin. In animal models, LB-100 consistently enhances the anti-tumor activity of doxorubicin without apparent increases in toxicity.

 

GEIS has a network of referral centers in Spain and across Europe that have an impressive track record of efficiently conducting innovative studies in ASTS. The Company agreed to provide GEIS with a supply of LB-100 to be utilized in the conduct of this clinical trial, as well as to provide funding for the clinical trial. The goal is to enter approximately 150 to 170 patients in this clinical trial over a period of two years. As advanced sarcoma is a very aggressive disease, the design of the study assumes a median progression free survival (PFS, no evidence of disease progression or death from any cause) of 4.5 months in the doxorubicin arm and an alternative median PFS of 7.5 months in the doxorubicin plus LB-100 arm to demonstrate a statistically significant decrease in relative risk of progression or death by adding LB-100. There is a planned interim analysis of the primary endpoint when approximately 50% of the 102 events required for final analysis is reached.

 

The Company had previously expected that this clinical trial would commence during the quarter ended June 30, 2020. However, during July 2020, the Spanish regulatory authority advised the Company that although it had approved the scientific and ethical basis of the protocol, it required that the Company manufacture new inventory of LB-100 under current Spanish pharmaceutical manufacturing standards. These standards were adopted subsequent to the production of the Company’s existing LB-100 inventory.

 

In order to manufacture a new inventory supply of LB-100 for the GEIS clinical trial, the Company engaged a number of vendors to carry out the multiple tasks needed to make and gain approval of a new clinical product for investigational study in Spain. These tasks included the synthesis under good manufacturing practices (GMP) of the active pharmacologic ingredient (API), with documentation of each of the steps involved by an independent auditor. The API was then transferred to a vendor that prepares the clinical drug product, also under GMP conditions documented by an independent auditor. The clinical drug product was then sent to a vendor to test for purity and sterility, provide appropriate labels, store the drug, and distribute the drug to the clinical centers for use in the clinical trials. A formal application documenting all steps taken to prepare the clinical drug product for clinical use was submitted to the appropriate regulatory authorities for review and approval before being used in a clinical trial.

 

As of June 30, 2023, this program to provide new inventory of the clinical drug product for the Spanish Sarcoma Group study, and potentially for subsequent multiple trials within the European Union, had cost approximately $1,144,000. Although the production of new inventory has been completed, nominal trailing costs subsequent to June 30, 2023 are expected to be incurred.

 

On October 13, 2022, the Company announced that the Spanish Agency for Medicines and Health Products (Agencia Española de Medicamentos y Productos Sanitarios or “AEMPS”) had authorized a Phase 1b/randomized Phase 2 study of LB-100, the Company’s lead clinical compound, plus doxorubicin, versus doxorubicin alone, the global standard for initial treatment of advanced soft tissue sarcomas (ASTS). Consequently, the GEIS clinical trial commenced during the quarter ending June 30, 2023 and is expected to be completed by December 31, 2025. In April 2023, GEIS completed its first site initiation visit in preparation for the clinical trial at Fundación Jiménez Díaz University Hospital (Madrid). Up to 170 patents will be entered into the clinical trial. The Phase 1b section of the protocol is expected to be completed by June 30, 2024, at which time the Company expects to have data on both response and toxicity from this portion of the clinical trial.

 

The interim analysis of this clinical trial will be done before full accrual of patients is completed to determine whether the study has the possibility of showing superiority of the combination of LB-100 plus doxorubicin compared to doxorubicin alone. A positive study would have the potential to change the standard therapy for this disease after four decades of failure to improve the marginal benefit of doxorubicin alone.

 

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The Company’s agreement with GEIS provides for various payments based on achieving specific milestones over the term of the agreement. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $268,829 and $0, respectively, pursuant to this agreement. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $268,829 and $0, respectively, pursuant to this agreement. Such costs, when incurred, are included in research and development costs in the Company’s consolidated statements of operations. Through June 30, 2023, the Company has paid GEIS an aggregate of $684,652 for work done under this agreement through the fourth milestone.

 

The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $3,536,000 as of June 30, 2023, which is expected to be incurred through December 31, 2025. As the work is being conducted in Europe and is paid for in Euros, final costs are subject to foreign currency fluctuations between the United States Dollar and the Euro. Such fluctuations are recorded in the consolidated statements of operations as foreign currency gain or loss, as appropriate.

 

City of Hope. Effective January 18, 2021, the Company executed a Clinical Research Support Agreement with the City of Hope National Medical Center, an NCI-designated comprehensive cancer center, and City of Hope Medical Foundation (collectively, “City of Hope”), to carry out a Phase 1b clinical trial of LB-100, the Company’s first-in-class protein phosphatase inhibitor, combined with a standard regimen for treatment of untreated extensive- stage disease small cell lung cancer (ED-SCLC). LB-100 will be given in combination with carboplatin, etoposide and atezolizumab, an FDA-approved but marginally effective regimen, to previously untreated ED-SCLC patients. The dose of LB-100 will be escalated with the standard fixed doses of the 3-drug regimen to reach a recommended Phase 2 dose (RP2D). Patient entry will be expanded so that a total of 12 patients will be evaluable at the RP2D to confirm the safety of the LB-100 combination and to look for potential therapeutic activity as assessed by objective response rate, duration of overall response, progression-free-survival and overall survival.

 

The clinical trial was initiated on March 9, 2021, with patient accrual expected to take approximately two years to complete. However, as patient accrual was slower than expected, the Company has been seeking to add two additional sites to increase the rate of patient accrual. Effective March 6, 2023, the Sarah Cannon Research Institute (SCRI), Nashville, Tennessee, joined the City of Hope’s ongoing Phase 1b clinical trial. The Company is continuing its efforts to add a third site. The addition of SCRI is expected to expedite and expand the accrual of patients to this clinical trial, thus reducing the time required to demonstrate the feasibility, tolerability and efficacy of adding LB-100 to the current standard treatment regimen. With the addition of SCRI, the Company currently expects that this clinical trial will be completed by December 31, 2024.

 

During the three months ended June 30, 2023 and 2022, the Company did not incur any costs pursuant to this agreement. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $69,001 and $0, respectively, pursuant to this agreement, which are included in research and development costs in the Company’s consolidated statements of operations. As of June 30, 2023, total costs of $447,512 have been incurred pursuant to this agreement.

 

The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $2,433,000 as of June 30, 2023, which is expected to be incurred through December 31, 2024. If a significant number of patients fail during the dose-escalation process, an increase of up to 12 patients would likely be necessary, at an estimated additional cost of approximately $800,000.

 

The Company currently expects that enrollment in this clinical trial will range from approximately 18 to 30 enrollees, with 24 enrollees as the most likely number. Should fewer than 42 enrollees be required, the Company has agreed to compensate City of Hope on a per enrollee basis. If a significant improvement in outcome is seen with the addition of LB-100, this would be an important advance in the treatment of a very aggressive disease.

 

Theradex. On June 22, 2023, the Company finalized a work order agreement with Theradex Systems, Inc. (“Theradex”), an international contract research organization (“CRO”), to conduct a Phase I/II randomized trial of LB-100 plus doxorubicin vs. doxorubicin alone in first line of advanced soft tissue sarcomas. The study is expected to be completed by December 31, 2025.

 

Costs under this work order agreement are estimated to be approximately $153,000, with such payments expected to be allocated approximately 72% to Theradex for services and approximately 28% for payments for pass-through software costs. During the three months and six months ended June 30, 2023, the Company incurred costs of $6,250 pursuant to this work order. As of June 30, 2023, total costs of $6,250 have been incurred pursuant to this work order agreement.

 

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The Company’s aggregate commitment pursuant to this clinical trial monitoring agreement, less amounts previously paid to date, totaled approximately $153,000 as of June 30, 2023, which is expected to be incurred through December 31, 2025.

 

National Cancer Institute Pharmacologic Clinical Trial. In May 2019, the National Cancer Institute (NCI) initiated a glioblastoma (GBM) pharmacologic clinical trial. This study is being conducted and funded by the NCI under a Cooperative Research and Development Agreement, with the Company responsible for providing the LB-100 clinical compound.

 

Primary malignant brain tumors (gliomas) are very challenging to treat. Radiation combined with the chemotherapeutic drug temozolomide has been the mainstay of therapy of the most aggressive gliomas (glioblastoma multiforme or GBM) for decades, with some further benefit gained by the addition of one or more anti-cancer drugs, but without major advances in overall survival for the majority of patients. In animal models of GBM, the Company’s novel protein phosphatase inhibitor, LB-100, has been found to enhance the effectiveness of radiation, temozolomide chemotherapy treatments and immunotherapy, raising the possibility that LB-100 may improve outcomes of standard GBM treatment in the clinic. Although LB-100 has proven safe in patients at doses associated with apparent anti-tumor activity against several human cancers arising outside the brain, the ability of LB-100 to penetrate tumor tissue arising in the brain is not known. Unfortunately, many drugs potentially useful for GBM treatment do not enter the brain in amounts necessary for anti-cancer action.

 

The NCI study was designed to determine the extent to which LB-100 enters recurrent malignant gliomas. Patients having surgery to remove one or more tumors will receive one dose of LB-100 prior to surgery and have blood and tumor tissue analyzed to determine the amount of LB-100 present and to determine whether the cells in the tumors show the biochemical changes expected to be present if LB-100 reaches its molecular target. As a result of the innovative design of the NCI study, data from a few patients should be sufficient to provide a sound rationale for conducting a larger clinical trial to determine the effectiveness of adding LB-100 to the standard treatment regimen for GBMs. Five patients have been entered and analysis of the blood and tissue has proceeded. If there is evidence in at least two of the patients of penetration of LB 100 into tumor tissue, the study will be deemed as successful. Results of this study are currently being reviewed by NCI and a report is expected by the end of 2023.

 

Clinical Trial Monitoring Agreements

 

Moffitt. On September 12, 2018, the Company finalized a work order agreement with Theradex (“CRO”), to monitor the Phase 1b/2 clinical trial being managed and conducted by Moffitt. The clinical trial began in April 2019 and the first patient was entered into the clinical trial in July 2019.

 

The costs of the Phase 1b/2 clinical trial being paid to or through Theradex have been recorded and charged to operations based on periodic documentation provided by the CRO. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $10,997 and $4,558, respectively, pursuant to this work order. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $20,284 and $7,839, respectively, pursuant to this work order. As of June 30, 2023, total costs of $147,572 have been incurred pursuant to this work order agreement.

 

During the three months ended June 30, 2023, concurrent with the closure of the Company’s Clinical Trial Research Agreement with Moffitt, this work order agreement with Theradex to monitor the Clinical Trial Research Agreement with Moffitt was similarly suspended, although nominal oversight trailing costs subsequent to June 30, 2023 are expected to be incurred relating to the closure of the Moffitt study.

 

City of Hope. On February 5, 2021, the Company signed a new work order agreement with Theradex to monitor the City of Hope investigator-initiated clinical trial in small cell lung cancer in accordance with FDA requirements for oversight by the sponsoring party. Costs under this work order agreement are estimated to be approximately $335,000. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $5,687 and $11,235, respectively, pursuant to this work order. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $11,240 and $15,735, respectively, pursuant to this work order. As of June 30, 2023, total costs of $69,681 have been incurred pursuant to this work order agreement.

 

The Company’s aggregate commitment pursuant to this clinical trial monitoring agreement, less amounts previously paid to date, totaled approximately $267,000 as of June 30, 2023, which is expected to be incurred through December 31, 2025.

 

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Patent and License Agreements

 

Moffitt. Effective August 20, 2018, the Company entered into an Exclusive License Agreement with Moffitt. Pursuant to the License Agreement, Moffitt granted the Company an exclusive license under certain patents owned by Moffitt (the “Licensed Patents”) relating to the treatment of MDS and a non-exclusive license under inventions, concepts, processes, information, data, know-how, research results, clinical data, and the like (other than the Licensed Patents) necessary or useful for the practice of any claim under the Licensed Patents or the use, development, manufacture or sale of any product for the treatment of MDS which would otherwise infringe a valid claim under the Licensed Patents. The Company was obligated to pay Moffitt a non-refundable license issue fee of $25,000 after the first patient was entered into a Phase 1b/2 clinical trial to be managed and conducted by Moffitt. The clinical trial began at a single site in April 2019 and the first patient was entered into the clinical trial in July 2019. The Company is also obligated to pay Moffitt an annual license maintenance fee of $25,000 commencing on the first anniversary of the Effective Date and every anniversary thereafter until the Company commences payment of minimum royalty payments. The Company has also agreed to pay non-refundable milestone payments to Moffitt, which cannot be credited against earned royalties payable by the Company, based on reaching various clinical and commercial milestones aggregating $1,897,000, subject to reduction by 40% under certain circumstances relating to the status of Valid Claims, as such term is defined in the License Agreement. During the three months ended June 30, 2023 and 2022, the Company recorded charges to operations of $6,233 and $6,233, respectively, in connection with its obligations under the License Agreement. During the six months ended June 30, 2023 and 2022, the Company recorded charges to operations of $12,398 and $12,398, respectively, in connection with its obligations under the License Agreement. As of June 30, 2023, no milestones had yet been attained.

 

The Company will be obligated to pay Moffitt earned royalties of 4% on worldwide cumulative net sales of royalty-bearing products, subject to reduction to 2% under certain circumstances, on a quarterly basis, with a minimum royalty payment of $50,000 in the first four years after sales commence, and $100,000 in year five and each year thereafter, subject to reduction by 40% under certain circumstances relating to the status of Valid Claims, as such term is defined in the License Agreement. The Company’s obligation to pay earned royalties under the License Agreement commences on the date of the first sale of a royalty-bearing product, and shall automatically expire on a country-by-country basis on the date on which the last valid claim of the Licensed Patents expires, lapses or is declared invalid, and the obligation to pay any earned royalties under the License Agreement shall terminate on the date on which the last valid claim of the Licensed Patents expires, lapses, or is declared to be invalid in all countries.

 

Employment Agreements with Officers

 

During July and August 2020, the Company entered into one-year employment agreements with its executive officers, consisting of Dr. John S. Kovach, Eric J. Forman, Dr. James S. Miser, and Robert N. Weingarten, which provided for aggregate annual compensation of $640,000, payable monthly. The employment agreements are automatically renewable for additional one-year periods unless terminated by either party upon 60 days written notice prior to the end of the applicable one-year period, or by death, or by termination for cause. These employment agreements were automatically renewed for additional one-year periods in July and August 2021, 2022 and 2023.

 

On April 9, 2021, the Board of Directors increased the annual compensation of Eric J. Forman, Dr. James S. Miser, and Robert N. Weingarten under the employment agreements, such that the total aggregate annual compensation of all officers increased to $775,000, effective May 1, 2021.

 

Effective November 6, 2022, Mr. Forman was promoted to Vice President and Chief Operating Officer, with an annual salary of $200,000. Accordingly, the total aggregate annual compensation of all officers increased to $800,000, effective November 6, 2022. In addition, Mr. Forman is being provided an office allowance of approximately $1,500 per month through December 31, 2023.

 

The total aggregate annual compensation of all officers increased to $800,000, effective November 6, 2022, which has continued through June 30, 2023.

 

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Other Significant Agreements and Contracts

 

NDA Consulting Corp. On December 24, 2013, the Company entered into an agreement with NDA Consulting Corp. for consultation and advice in the field of oncology research and drug development. As part of the agreement, NDA also agreed to cause its president, Dr. Daniel D. Von Hoff, M.D., to become a member of the Company’s Scientific Advisory Committee. The term of the agreement was for one year and provided for a quarterly cash fee of $4,000. The agreement has been automatically renewed for additional one-year terms on its anniversary date since 2014. Consulting and advisory fees charged to operations pursuant to this agreement were $4,000 and $4,000 for the three months ended June 30, 2023 and 2022, respectively, and $8,000 and $8,000 for the six months ended June 30, 2023 and 2022, which were included in research and development costs in the consolidated statements of operations.

 

BioPharmaWorks. Effective September 14, 2015, the Company entered into a Collaboration Agreement with BioPharmaWorks, pursuant to which the Company engaged BioPharmaWorks to perform certain services for the Company. Those services included, among other things, assisting the Company to commercialize its products and strengthen its patent portfolio; identifying large pharmaceutical companies with a potential interest in the Company’s product pipeline; assisting in preparing technical presentations concerning the Company’s products; consultation in drug discovery and development; and identifying providers and overseeing tasks relating to clinical development of new compounds.

 

BioPharmaWorks was founded in 2015 by former Pfizer scientists with extensive multi-disciplinary research and development and drug development experience. The Collaboration Agreement was for an initial term of two years and automatically renews for subsequent annual periods unless terminated by a party not less than 60 days prior to the expiration of the applicable period. In connection with the Collaboration Agreement, the Company agreed to pay BioPharmaWorks a monthly fee of $10,000, subject to the right of the Company to pay a negotiated hourly rate in lieu of the monthly payment, and agreed to issue to BioPharmaWorks certain equity-based compensation. The Company recorded charges to operations pursuant to this Collaboration Agreement of $30,000 and $30,000 for the three months ended June 30, 2023 and 2022, respectively, and $60,000 and $60,000 for the six months ended June 30, 2023 and 2022, respectively, which were included in research and development costs in the consolidated statements of operations.

 

Netherlands Cancer Institute. On October 8, 2021, the Company entered into a Development Collaboration Agreement with the Netherlands Cancer Institute, Amsterdam, one of the world’s leading comprehensive cancer centers, and Oncode Institute, Utrecht, a major independent cancer research center, to identify the most promising drugs to be combined with LB-100, and potentially LB-100 analogues, to be used to treat a range of cancers, as well as to identify the specific molecular mechanisms underlying the identified combinations. The Company has agreed to fund the study and provide a sufficient supply of LB-100 to conduct the study. The study is expected to take approximately two years to conduct. During the three months ended June 30, 2023 and 2022, the Company incurred charges in the amount of $53,178 and $48,886, respectively, with respect to this agreement, which amounts are included in research and development costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company incurred charges in the amount of $105,381 and $103,116, respectively, with respect to this agreement, which amounts are included in research and development costs in the Company’s consolidated statements of operations. As of June 30, 2023, total costs of $364,788 have been incurred pursuant to this agreement. The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $53,000 as of June 30, 2023, which is expected to be incurred through June 30, 2025. As the work is being conducted in Europe and is paid for in Euros, final costs are subject to foreign currency fluctuations between the United States Dollar and the Euro.

 

MRI Global. The Company has contracted with MRI Global for stability analysis, storage and distribution of LB-100 for clinical trials in the United States. On June 10, 2022, the contract was amended to reflect a new total contract price of $273,980 for services to be rendered through April 30, 2023. Effective April 17, 2023, the contract was further amended to reflect a new total contract price of $326,274 for services to be rendered through April 30, 2024. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $4,010 and $19,597, respectively, pursuant to this contract. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $7,183 and $20,353, respectively, pursuant to this work order. As of June 30, 2023, total costs of $225,924 have been incurred pursuant to this contract.

 

The Company’s aggregate commitment pursuant to this contract, less amounts previously paid to date, totaled approximately $100,000 as of June 30, 2023.

 

Trends, Events and Uncertainties

 

Research and development of new pharmaceutical compounds is, by its nature, unpredictable. Although the Company undertakes research and development efforts with commercially reasonable diligence, there can be no assurance that the Company’s cash position will be sufficient to enable it to develop pharmaceutical compounds to the extent needed to create future revenues sufficient to sustain operations.

 

There can be no assurances that the Company’s pharmaceutical compounds will obtain the regulatory approvals and market acceptance to achieve sustainable revenues sufficient to support operations. Even if the Company is able to generate revenues, there can be no assurances that it will be able to achieve operating profitability or positive operating cash flows. There can be no assurances that the Company will be able to secure additional financing, to the extent required, on acceptable terms or at all. If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to reduce or discontinue its research and development programs, or attempt to obtain funds, if available (although there can be no assurances), through strategic alliances that may require the Company to relinquish rights to certain of its pharmaceutical compounds, or to curtail or discontinue its operations entirely.

 

Other than as discussed above, the Company is not currently aware of any trends, events or uncertainties that are likely to have a material effect on its financial condition in the near term, although it is possible that new trends or events may develop in the future that could have a material effect on the Company’s financial condition.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that is designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2023, the end of the most recent fiscal period covered by this report. Based on that evaluation, the Company’s management has concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

 

Limitations on Effectiveness of Disclosure Controls and Procedures

 

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Changes in Internal Control Over Financial Reporting

 

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, has determined that no change in the Company’s internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) occurred during the period ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

47
 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not currently subject to any pending or threatened legal actions or claims.

 

ITEM 1A. RISK FACTORS

 

The Company’s business, financial condition, results of operations and cash flows may be impacted by a number of factors, many of which are beyond the Company’s control, including those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 29, 2023 (the “2022 Form 10-K”).

 

The Risk Factors set forth in the 2022 Form 10-K should be read carefully in connection with evaluating the Company’s business and in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q. Any of the risks described in the 2022 Form 10-K could materially adversely affect the Company’s business, financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. These are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

 

As of the date of this filing, except as disclosed in this document, there have been no material changes to the Risk Factors previously disclosed in the Company’s 2022 Form 10-K.

 

Nasdaq Notification of Failure to Satisfy a Continued Listing Rule

 

The Company’s common stock and the warrants are traded on The Nasdaq Capital Market under the symbols “LIXT” and “LIXTW”, respectively.

 

On June 24, 2022, the Company received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company had not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities to 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. The Notice had no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a compliance period of 180 calendar days from the date of the Notice, or until December 21, 2022, to regain compliance with the minimum closing bid price requirement. On December 22, 2022, the Company received a written notice from Nasdaq that the Company was eligible for a second 180 calendar day compliance period, or until June 19, 2023, in order to regain compliance with the $1.00 minimum bid price requirement. Nasdaq’s determination to grant the second compliance period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

 

A company can generally achieve compliance with the minimum closing bid price requirement if the minimum closing bid price of a company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period. However, under certain circumstances, Nasdaq can extend this 10-day trading period up to a maximum of 20 days.

 

In order to achieve compliance with the minimum closing bid price requirement, the Company filed a proxy statement with the SEC to hold a special meeting of stockholders on May 26, 2023 to seek stockholder approval to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock at a split ratio of up to a maximum of a 1-for-10 split, as determined by the Board of Directors in its sole discretion.

 

48
 

 

The stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, as a result of which the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock effective on Friday, June 2, 2023. Commencing with the opening of trading on the Nasdaq Capital Market on Monday, June 5, 2023, the Company’s common stock began trading on a post-split basis under the same symbol LIXT. The Company subsequently received confirmation from Nasdaq that it had regained compliance with the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2) and currently meets all other applicable criteria for continued listing.

 

However, there can be no assurances that the Company will be able to remain in compliance with the minimum bid price requirement over time, or that it will be successful in maintaining compliance with any of the other Nasdaq continued listing requirements.

 

External Risks Associated with the Company’s Business Activities

 

Covid-19 Virus. The global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities throughout the world as businesses and governments implemented broad actions to mitigate this public health crisis. The extent to which the coronavirus pandemic may reappear and impact the Company’s clinical trial programs and capital raising efforts in the future is uncertain and cannot be predicted.

 

Inflation Risk. The Company does not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy. However, there is a risk that the Company’s operating costs could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing the Company’s operating costs (including, specifically, clinical trial costs), and which would put additional stress on the Company’s working capital resources.

 

Supply Chain Issues. The Company does not currently expect that supply chain issues will have a significant impact on its business activities, including its ongoing clinical trials.

 

Potential Recession. There are various indications that the United States economy may be entering a recessionary period. Although unclear at this time, an economic recession would likely impact the general business environment and the capital markets, which could, in turn, affect the Company.

 

The Company is continuing to monitor these matters and will adjust its current business and financing plans as more information and guidance become available.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Not applicable.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

During the three months ended June 30, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulation S-K.

 

49
 

 

ITEM 6. EXHIBITS

 

The following documents are filed as part of this report:

 

Exhibit Number   Description of Document
     
4.1   Form of Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 20, 2023
     
4.2   Form of Pre-Funded Common Stock Purchase Warrant, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 20, 2023
     
4.3   Form of Placement Agent Warrant, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 20, 2023
     
10.1   Amendment to Contract between Lixte Biotechnology Holdings, Inc. and MRI Global effective April 17, 2023, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 10, 2023
     
10.2   Securities Purchase Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 20, 2023
     
31.1*   Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*   Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1*   Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2*   Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS   Inline XBRL Instance Document (does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101.INS)

 

* Filed herewith.

 

50
 

 

SIGNATURES

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  LIXTE BIOTECHNOLOGY HOLDINGS, INC.
  (Registrant)
     
Date: August 9, 2023 By: /s/ JOHN S. KOVACH
    John S. Kovach
    Chief Executive Officer
    (Principal Executive Officer)
     
Date: August 9, 2023 By: /s/ ROBERT N. WEINGARTEN
    Robert N. Weingarten
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

51

 

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, John S. Kovach, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Lixte Biotechnology Holdings, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 9, 2023 By: /s/ JOHN S. KOVACH
    John S. Kovach
    (Principal Executive Officer)

 

 

 

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Robert N. Weingarten, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Lixte Biotechnology Holdings, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 9, 2023 By: /s/ ROBERT N. WEINGARTEN
    Robert N. Weingarten
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

 

 

Exhibit 32.1

 

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, John S. Kovach, the Chief Executive Officer of Lixte Biotechnology Holdings, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

 

(i) The Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

 

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Date: August 9, 2023 By: /s/ JOHN S. KOVACH
    John S. Kovach
    Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 

Exhibit 32.2

 

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Robert N. Weingarten, the Chief Financial Officer of Lixte Biotechnology Holdings, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

 

(i) The Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

 

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Date: August 9, 2023 By: /s/ ROBERT N. WEINGARTEN
    Robert N. Weingarten
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

 

v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 07, 2023
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 001-39717  
Entity Registrant Name LIXTE BIOTECHNOLOGY HOLDINGS, INC.  
Entity Central Index Key 0001335105  
Entity Tax Identification Number 20-2903526  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 680 East Colorado Boulevard  
Entity Address, Address Line Two Suite 180  
Entity Address, City or Town Pasadena  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 91101  
City Area Code (631)  
Local Phone Number 830-7092  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   2,249,290
Common Stock, par value $0.0001 per share    
Title of 12(b) Security Common Stock, par value $0.0001 per share  
Trading Symbol LIXT  
Security Exchange Name NASDAQ  
Warrants to Purchase Common Stock, par value $0.0001 per share    
Title of 12(b) Security Warrants to Purchase Common Stock, par value $0.0001 per share  
Trading Symbol LIXTW  
Security Exchange Name NASDAQ  
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash $ 2,912,920 $ 5,353,392
Advances on research and development contract services 78,015 147,017
Prepaid insurance 54,650 49,224
Other prepaid expenses and current assets 49,563 10,380
Total current assets 3,095,148 5,560,013
Total assets 3,095,148 5,560,013
Current liabilities:    
Accounts payable and accrued expenses, including $42,500 and $46,982 to related parties at June 30, 2023 and December 31, 2022, respectively 366,528 229,764
Research and development contract liabilities 36,086 165,022
Total current liabilities 402,614 394,786
Commitments and contingencies
Stockholders’ equity:    
Preferred Stock, $0.0001 par value; authorized – 10,000,000 shares; issued and outstanding – 350,000 shares of Series A Convertible Preferred Stock, $10.00 per share stated value, liquidation preference based on assumed conversion into common shares – 72,917 shares 3,500,000 3,500,000
Common stock, $0.0001 par value; authorized – 100,000,000 shares; issued and outstanding – 1,665,956 shares and 1,664,706 shares at June 30, 2023 and December 31, 2022, respectively 166 166
Additional paid-in capital 45,623,081 45,059,760
Accumulated deficit (46,430,713) (43,394,699)
Total stockholders’ equity 2,692,534 5,165,227
Total liabilities and stockholders’ equity $ 3,095,148 $ 5,560,013
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 1,665,956 1,664,706
Common stock, shares outstanding 1,665,956 1,664,706
Series A Convertible Preferred Stock [Member]    
Preferred stock, shares issued 350,000 350,000
Preferred stock, shares outstanding 350,000 350,000
Preferred stock liquidation preference per share $ 10.00 $ 10.00
Preferred stock, issuable upon conversion 72,917 72,917
Related Party [Member]    
Related parties accounts payable and accrued expenses $ 42,500 $ 46,982
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Revenues
General and administrative costs:        
Compensation to related parties, including stock-based compensation expense of $280,060 and $424,094 for the three months ended June 30, 2023 and 2022, respectively, and $557,040 and $763,766 for the six months ended June 30, 2023 and 2022, respectively 522,561 753,530 1,042,041 1,319,452
Patent and licensing legal and filing fees and costs 340,010 358,389 657,350 673,626
Other costs and expenses 379,970 269,281 724,212 584,023
Research and development costs 427,457 164,810 616,542 623,261
Total costs and expenses 1,669,998 1,546,010 3,040,145 3,200,362
Loss from operations (1,669,998) (1,546,010) (3,040,145) (3,200,362)
Interest income 2,714 191 7,729 300
Interest expense (1,948) (627) (5,809) (3,121)
Foreign currency gain (loss) 877 142 2,211 (39)
Net loss $ (1,668,355) $ (1,546,304) $ (3,036,014) $ (3,203,222)
Net loss per common share - basic $ (1.00) $ (0.95) $ (1.82) $ (2.14)
Net loss per common share - diluted $ (1.00) $ (0.95) $ (1.82) $ (2.14)
Weighted average common shares outstanding - basic 1,665,956 1,620,091 1,665,479 1,498,076
Weighted average common shares outstanding - diluted 1,665,956 1,620,091 1,665,479 1,498,076
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Allocated share based compensation expense $ 280,060 $ 424,094 $ 557,040 $ 763,766
v3.23.2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
Preferred Stock [Member]
Series A Convertible Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2021 $ 3,500,000 $ 137 $ 38,372,365 $ (37,082,164) $ 4,790,338
Balance, shares at Dec. 31, 2021 350,000 1,374,706      
Stock-based compensation expense 763,766 763,766
Net loss (3,203,222) (3,203,222)
Proceeds from sale of common stock in registered direct offering, net of offering costs $ 29 5,141,355 5,141,384
Proceeds from sale of common stock in direct equity offering, net of offering costs, shares   290,000      
Balance at Jun. 30, 2022 $ 3,500,000 $ 166 44,277,486 (40,285,386) 7,492,266
Balance, shares at Jun. 30, 2022 350,000 1,664,706      
Balance at Mar. 31, 2022 $ 3,500,000 $ 137 38,712,037 (38,739,082) 3,473,092
Balance, shares at Mar. 31, 2022 350,000 1,374,706      
Stock-based compensation expense 424,094 424,094
Net loss (1,546,304) (1,546,304)
Proceeds from sale of common stock in registered direct offering, net of offering costs $ 29 5,141,355 5,141,384
Proceeds from sale of common stock in direct equity offering, net of offering costs, shares   290,000      
Balance at Jun. 30, 2022 $ 3,500,000 $ 166 44,277,486 (40,285,386) 7,492,266
Balance, shares at Jun. 30, 2022 350,000 1,664,706      
Balance at Dec. 31, 2022 $ 3,500,000 $ 166 45,059,760 (43,394,699) 5,165,227
Balance, shares at Dec. 31, 2022 350,000 1,664,706      
Stock-based compensation expense 557,040 557,040
Net loss (3,036,014) (3,036,014)
Exercise of options 6,281 $ 6,281
Exercise of stock options, shares   1,250     1,250
Balance at Jun. 30, 2023 $ 3,500,000 $ 166 45,623,081 (46,430,713) $ 2,692,534
Balance, shares at Jun. 30, 2023 350,000 1,665,956      
Balance at Mar. 31, 2023 $ 3,500,000 $ 166 45,343,021 (44,762,358) 4,080,829
Balance, shares at Mar. 31, 2023 350,000 1,665,956      
Stock-based compensation expense 280,060 280,060
Net loss (1,668,355) (1,668,355)
Balance at Jun. 30, 2023 $ 3,500,000 $ 166 $ 45,623,081 $ (46,430,713) $ 2,692,534
Balance, shares at Jun. 30, 2023 350,000 1,665,956      
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Cash flows from operating activities:          
Net loss $ (1,668,355) $ (1,546,304) $ (3,036,014) $ (3,203,222)  
Stock-based compensation expense included in -          
Stock-based compensation expense 280,060 424,094 557,040 763,766  
Increase (decrease) in -          
Advances on research and development contract services     69,002 3,224  
Prepaid insurance     (5,426) 8,574  
Other prepaid expenses and current assets     (39,183) (30,313)  
Accounts payable and accrued expenses     136,764 146,743  
Research and development contract liabilities     (128,936) 81,871  
Net cash used in operating activities     (2,446,753) (2,229,357)  
Cash flows from financing activities:          
Exercise of common stock options     6,281  
Proceeds from sale of common stock in registered direct offering, net of offering costs     5,141,384  
Net cash provided by financing activities     6,281 5,141,384  
Cash:          
Net increase (decrease)     (2,440,472) 2,912,027  
Balance at beginning of period     5,353,392 4,823,745 $ 4,823,745
Balance at end of period $ 2,912,920 $ 7,735,772 2,912,920 7,735,772 $ 5,353,392
Supplemental disclosures of cash flow information:          
Interest     5,809 3,121  
Income taxes      
General and Administrative Expense [Member]          
Stock-based compensation expense included in -          
Stock-based compensation expense     557,040 763,766  
Research and Development Expense [Member]          
Stock-based compensation expense included in -          
Stock-based compensation expense      
v3.23.2
Organization and Basis of Presentation
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation

1. Organization and Basis of Presentation

 

The condensed consolidated financial statements of Lixte Biotechnology Holdings, Inc., a Delaware corporation), including its wholly-owned Delaware subsidiary, Lixte Biotechnology, Inc. (collectively, the “Company”), at June 30, 2023, and for the three months and six months ended June 30, 2023 and 2022, are unaudited. In the opinion of management of the Company, all adjustments, including normal recurring accruals, have been made that are necessary to present fairly the financial position of the Company as of June 30, 2023, and the results of its operations for the three months and six months ended June 30, 2023 and 2022, and its cash flows for the six months ended June 30, 2023 and 2022. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The consolidated balance sheet at December 31, 2022 has been derived from the Company’s audited consolidated financial statements at such date.

 

The condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the financial statements and other information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC.

 

Reverse Stock Split

 

On June 2, 2023, the Company effected a 1-for-10 reverse split of its outstanding shares of common stock. No fractional shares were issued in connection with the reverse split, with any fractional shares resulting from the reverse split being rounded up to the nearest whole share.

 

All share and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented.

 

Nasdaq Notification of Failure to Satisfy a Continued Listing Rule

 

The Company’s common stock and the warrants are traded on The Nasdaq Capital Market under the symbols “LIXT” and “LIXTW”, respectively.

 

On June 24, 2022, the Company received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company had not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities to 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. The Notice had no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a compliance period of 180 calendar days from the date of the Notice, or until December 21, 2022, to regain compliance with the minimum closing bid price requirement. On December 22, 2022, the Company received a written notice from Nasdaq that the Company was eligible for a second 180 calendar day compliance period, or until June 19, 2023, in order to regain compliance with the $1.00 minimum bid price requirement. Nasdaq’s determination to grant the second compliance period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

 

 

A company can generally achieve compliance with the minimum closing bid price requirement if the minimum closing bid price of a company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period. However, under certain circumstances, Nasdaq can extend this 10-day trading period up to a maximum of 20 days.

 

In order to achieve compliance with the minimum closing bid price requirement, the Company filed a proxy statement with the SEC to hold a special meeting of stockholders on May 26, 2023 to seek stockholder approval to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock at a split ratio of up to a maximum of a 1-for-10 split, as determined by the Board of Directors in its sole discretion.

 

The stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, as a result of which the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock effective on Friday, June 2, 2023. Commencing with the opening of trading on the Nasdaq Capital Market on Monday, June 5, 2023, the Company’s common stock began trading on a post-split basis under the same symbol LIXT. The Company subsequently received confirmation from Nasdaq that it had regained compliance with the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2) and currently meets all other applicable criteria for continued listing.

 

However, there can be no assurances that the Company will be able to remain in compliance with the minimum bid price requirement over time, or that it will be successful in maintaining compliance with any of the other Nasdaq continued listing requirements.

 

v3.23.2
Business
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business

2. Business

 

The Company is a drug discovery company that uses biomarker technology to identify enzyme targets associated with serious common diseases and then designs novel compounds to attack those targets. The Company’s corporate office is located in Pasadena, California.

 

The Company’s product pipeline is primarily focused on inhibitors of protein phosphatases, used alone and in combination with cytotoxic agents and/or x-ray and immune checkpoint blockers. The Company believes that inhibitors of protein phosphatases have broad therapeutic potential not only for cancer but also for other debilitating and life-threatening diseases. The Company is directing its efforts on clinical development of a specific protein phosphatase inhibitor, referred to as LB-100, which has been shown to have clinical anti-cancer activity at doses that produce little or no toxicity.

 

The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital. The Company has not yet commenced any revenue-generating operations, does not have positive cash flows from operations, relies on stock-based compensation for a substantial portion of employee and consultant compensation, and is dependent on periodic infusions of equity capital to fund its operating requirements.

 

Sale of Common Stock, Pre-Funded Common Stock Purchase Warrants, and Common Stock Purchase Warrants; Exercise of Pre-Funded Common Stock Purchase Warrants

 

Subsequent to June 30, 2023, on July 20, 2023, in a registered direct offering to an institutional investor, the Company sold 180,000 shares of common stock at a purchase price of $6.00 per share and pre-funded warrants to purchase 403,334 shares of common stock at a purchase price of $5.9999 per pre-funded warrant. Each pre-funded warrant had an exercise price of $0.0001 per share, was immediately exercisable upon issuance, and was valid and exercisable until all pre-funded warrants are exercised in full.

 

In a concurrent private placement to the institutional investor, the Company also sold warrants to purchase 583,334 shares of common stock. Each common warrant had an initial exercise price of $6.00 per share, was immediately exercisable upon issuance, and expires five years thereafter on July 20, 2028. The common warrants and the shares of common stock issuable upon exercise of the common warrants were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

 

 

The registered direct offering and the concurrent private placement generated gross proceeds of approximately $3,500,000. The total cash costs of the registered direct offering and the private placement were approximately $375,000, resulting in net proceeds of approximately $3,125,000. Pursuant to the placement agent agreement, the Company granted to the placement agent warrants to purchase 35,000 shares of common stock at an exercise price of $6.60 per share and expiring on July 20, 2028.

 

During the period from July 24, 2023 through August 7, 2023, the 403,334 pre-funded warrants exercisable at $0.0001 per share were exercised for total cash proceeds of $40, resulting in the issuance of 403,334 shares of common stock.

 

Going Concern

 

At June 30, 2023, the Company had cash of $2,912,920 available to fund its operations. Because the Company is currently engaged in various early-stage clinical trials, it is expected that it will take a significant amount of time and resources to develop any product or intellectual property capable of generating sustainable revenues. Accordingly, the Company’s business is unlikely to generate any sustainable operating revenues in the next several years and may never do so. Even if the Company is able to generate revenues through licensing its technology, product sales or other commercial activities, there can be no assurance that the Company will be able to achieve and maintain positive earnings and operating cash flows. At June 30, 2023, the Company’s remaining contractual commitments pursuant to clinical trial agreements and clinical trial monitoring agreements not yet incurred aggregated $6,389,000 (see Note 9), which are currently scheduled to be incurred through approximately December 31, 2025.

 

The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has no recurring source of revenue and has experienced negative operating cash flows since inception. The Company has financed its working capital requirements through the recurring sale of its equity securities.

 

Based on the foregoing, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying interim condensed consolidated financial statements are being issued. The Company’s interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its research and development activities and to ultimately achieve sustainable operating revenues and profitability. The amount and timing of future cash requirements depends on the pace, design and results of the Company’s clinical trial program, which, in turn, depends on the availability of operating capital to fund such activities.

 

Based on current operating plans, the Company estimates that existing cash resources, together with the proceeds from the July 20, 2023 registered direct offering and concurrent private placement, will provide sufficient working capital to fund the current clinical trial program with respect to the development of the Company’s lead anti-cancer clinical compound LB-100 through approximately December 31, 2024. However, existing cash resources will not be sufficient to complete the development of and obtain regulatory approval for the Company’s product candidate, which will require that the Company raise significant additional capital. The Company estimates that it will need to raise additional capital to fund its operations, including its various clinical trial commitments, no later than the latter half of the fiscal year ending December 31, 2024. However, the Company’s operating plans may change as a result of many factors that are currently unknown and/or outside of the control of the Company, and additional funds may be needed sooner than planned.

 

As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurance that the Company will be able to secure additional financing on acceptable terms, as and when necessary, to continue to conduct operations.

 

If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back or discontinue its clinical trial program, as well as its licensing and patent prosecution efforts and its technology and product development efforts, or obtain funds, if available, through strategic alliances or joint ventures that could require the Company to relinquish rights to and/or control of LB-100, or to discontinue operations entirely.

 

 

v3.23.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of Lixte Biotechnology Holdings, Inc. and its wholly-owned subsidiary, Lixte Biotechnology, Inc. Intercompany balances and transactions have been eliminated in consolidation.

 

Segment Information

 

The Company operates and reports in one segment, which focuses on the utilization of biomarker technology to identify enzyme targets associated with serious common diseases and then designing novel compounds to attack those targets. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker, which is the Company’s President, Chief Executive Officer and Chief Scientific Officer.

 

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 and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken, as a whole, under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in the calculation of accruals for clinical trial costs and other potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.

 

Cash

 

Cash is held in a cash bank deposit program maintained by Morgan Stanley Wealth Management, a division of Morgan Stanley Smith Barney LLC (“Morgan Stanley”). Morgan Stanley is a FINRA-regulated broker-dealer. The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation (the “SIPC”). The Company periodically has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $250,000 and $500,000, respectively. Morgan Stanley Wealth Management also maintains supplemental insurance coverage for the cash balances of its customers. The Company has not experienced any losses to date resulting from this policy.

 

Research and Development

 

Research and development costs consist primarily of fees paid to consultants and contractors, and other expenses relating to the negotiation, design, development and management of clinical trials with respect to the Company’s clinical compound and product candidate. Research and development costs also include the costs to manufacture the compounds used in research and clinical trials, which are charged to operations as incurred. The Company’s inventory of LB-100 for clinical use has been manufactured separately in the United States and in the European Union in accordance with the laws and regulations of such jurisdictions.

 

Research and development costs are generally charged to operations ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, the termination of an agreement, or other information indicates that a different expensing schedule is more appropriate. However, payments for research and development costs that are contractually defined as non-refundable are charged to operations as incurred.

 

 

Obligations incurred with respect to mandatory scheduled payments under agreements with milestone provisions are recognized as charges to research and development costs in the Company’s consolidated statement of operations based on the achievement of such milestones, as specified in the respective agreement. Obligations incurred with respect to mandatory scheduled payments under agreements without milestone provisions are accounted for when due, are recognized ratably over the appropriate period, as specified in the respective agreement, and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations.

 

Payments made pursuant to contracts are initially recorded as advances on research and development contract services in the Company’s consolidated balance sheet and are then charged to research and development costs in the Company’s consolidated statement of operations as those contract services are performed. Expenses incurred under contracts in excess of amounts advanced are recorded as research and development contract liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. The Company reviews the status of its various clinical trial and research and development contracts on a quarterly basis.

 

Prepaid Insurance

 

Prepaid insurance represents the premiums paid for directors and officers insurance coverage and for general liability insurance coverage in excess of the amortization of the total policy premium charged to operations at each balance sheet date. Such amount is determined by amortizing the total policy premium charged on a straight-line basis over the respective policy period. As the policy premiums incurred are generally amortizable over the ensuing twelve-month period, they are recorded as a current asset in the Company’s consolidated balance sheet at each reporting date and appropriately amortized to the Company’s consolidated statement of operations for each reporting period.

 

Patent and Licensing Legal and Filing Fees and Costs

 

Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and related patent applications, all patent and licensing legal and filing fees and costs related to the development and protection of the Company’s intellectual property are charged to operations as incurred. Patent and licensing legal and filing fees and costs were $340,010 and $358,389 for the three months ended June 30, 2023 and 2022, respectively, and $657,350 and $673,626 for the six months ended June 30, 2023 and 2022, respectively. Patent and licensing legal and filing fees and costs are included in general and administrative costs in the Company’s consolidated statements of operations.

 

Concentration of Risk

 

The Company periodically contracts with vendors and consultants to provide services related to the Company’s operations. Charges incurred for these services can be for a specific time period (typically one year) or for a specific project or task. Costs and expenses incurred that represented 10% or more of general and administrative costs or research and development costs for the three months and six months ended June 30, 2023 and 2022 are described as follows.

 

General and administrative costs for the three months ended June 30, 2023 and 2022 included charges from legal firms and other vendors for general licensing and patent prosecution costs relating to the Company’s intellectual properties representing 27.3% and 25.9% of total general and administrative costs, respectively. General and administrative costs for the three months ended June 30, 2023 and 2022 also included charges for the fair value of stock options granted to directors and corporate officers representing 22.5% and 30.7%, respectively, of total general and administrative costs.

 

Research and development costs for the three months ended June 30, 2023 included charges from two vendors and consultants representing 62.9% and 12.4%, respectively, of total research and development costs. Research and development costs for the three months ended June 30, 2022 include charges from five vendors and consultants representing 29.7%, 18.2%, 17.4%, 12.6%, and 10.2%, respectively, of total research and development costs.

 

General and administrative costs for the six months ended June 30, 2023 and 2022 include charges from legal firms and other vendors for general licensing and patent prosecution costs relating to the Company’s intellectual properties representing 27.1% and 26.1% of total general and administrative costs, respectively. General and administrative costs for the six months ended June 30, 2023 and 2022 also included charges for the fair value of stock options granted to directors and corporate officers representing 23.0% and 29.6%, respectively, of total general and administrative costs.

 

Research and development costs for the six months ended June 30, 2023 include charges from three vendors and consultants representing 43.9%, 17.1% and 11.2%, respectively, of total research and development costs. Research and development costs for the six months ended June 30, 2022 include charges from two vendors and consultants representing 44.6% and 16.5%, respectively, of total research and development costs.

 

 

Income Taxes

 

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

 

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

 

The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no unrecognized tax benefits as of June 30, 2023 or December 31, 2022 and does not anticipate any material amount of unrecognized tax benefits through December 31, 2023.

 

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. The Company had not recorded any liability for uncertain tax positions as of June 30, 2023 or December 31, 2022. Subsequent to June 30, 2023, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

 

Stock-Based Compensation

 

The Company periodically issues common stock and stock options to officers, directors, employees, Scientific Advisory Committee members, contractors and consultants for services rendered. Options vest and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, are measured at the grant date fair value and charged to operations ratably over the vesting period.

 

The Company accounts for stock-based payments to officers, directors, employees, Scientific Advisory Committee members, contractors and consultants by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.

 

The fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the expected life of the stock option, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Unless sufficient historical exercise data is available, the expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The estimated volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock is determined by reference to the quoted market price of the Company’s common stock on the grant date. The expected dividend yield is based on the Company’s expectation of dividend payouts and is assumed to be zero.

 

The Company recognizes the fair value of stock-based compensation awards in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option exercises.

 

 

Earnings (Loss) Per Share

 

The Company’s computation of earnings (loss) per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS, but presents the dilutive effect on a per share basis of potential common shares (e.g., preferred shares, warrants and stock options) as if they had been converted at the beginning of the respective periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all preferred shares, warrants and stock options outstanding were anti-dilutive.

 

At June 30, 2023 and 2022, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

   2023   2022 
   June 30, 
   2023   2022 
         
Series A Convertible Preferred Stock   72,917    72,917 
Common stock warrants   190,031    340,031 
Common stock options, including options issued in the form of warrants   428,229    332,500 
Total   691,177    745,448 

 

Fair Value of Financial Instruments

 

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

 

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

 

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

 

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

 

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

 

The carrying value of financial instruments (consisting of accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments.

 

 

Recent Accounting Pronouncements

 

In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 was effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or related disclosures.

 

In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718) Presentation of Financial Statements (“ASU 2023-03”). ASU 2023-03 amends the FASB Accounting Standards Codification to include Amendments to SEC Paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and SEC Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. As the ASU does not provide any new guidance, there is no transition or effective date associated with its adoption. Accordingly, the Company adopted ASU 2023-03 immediately upon its issuance. The adoption of ASU 2023-03 did not have any impact on the Company’s consolidated financial statement presentation or related disclosures.

 

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

 

v3.23.2
Research and Development Costs
6 Months Ended
Jun. 30, 2023
Research and Development [Abstract]  
Research and Development Costs

4. Research and Development Costs

 

A summary of research and development costs for the three months and six months ended June 30, 2023 and 2022, including costs associated with clinical trials involving the Company’s lead clinical compound LB-100, are summarized below based on the respective geographical regions where such costs have been incurred.

 

   2023   2022   2023   2022 
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2023   2022   2023   2022 
                 
United States  $87,625   $80,290   $223,531   $154,821 
Spain   272,564    18,774    273,539    347,604 
China   14,090    16,860    14,090    17,720 
Netherlands   53,178    48,886    105,382    103,116 
Total  $427,457   $164,810   $616,542   $623,261 

 

v3.23.2
Stockholders’ Equity
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Stockholders’ Equity

5. Stockholders’ Equity

 

Preferred Stock

 

The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $0.0001 per share. On March 17, 2015, the Company filed a Certificate of Designations, Preferences, Rights and Limitations of its Series A Convertible Preferred Stock with the Delaware Secretary of State to amend the Company’s certificate of incorporation. The Company has designated a total of 350,000 shares as Series A Convertible Preferred Stock, which are non-voting and are not subject to increase without the written consent of a majority of the holders of the Series A Convertible Preferred Stock or as otherwise set forth in the Preferences, Rights and Limitations. The holders of each tranche of 175,000 shares of the Series A Convertible Preferred Stock are entitled to receive a per share dividend equal to 1% of the annual net revenue of the Company divided by 175,000, until converted or redeemed. As of June 30, 2023 and December 31, 2022, the Company had 9,650,000 shares of undesignated preferred stock which may be issued with such rights and powers as the Board of Directors may designate.

 

 

Each share of Series A Convertible Preferred Stock may be converted, at the option of the holder, into 0.20833 shares of common stock (subject to customary anti-dilution provisions) and the Series A Convertible Preferred Stock is subject to mandatory conversion at the conversion rate in the event of a merger or sale transaction resulting in gross proceeds to the Company of at least $21,875,000. The Series A Convertible Preferred Stock has a liquidation preference based on its assumed conversion into shares of common stock. The Series A Convertible Preferred Stock does not have any cash liquidation preference rights or any registration rights. If fully converted, the 350,000 outstanding shares of Series A Convertible Preferred Stock would convert into 72,917 shares of common stock at June 30, 2023 and December 31, 2022.

 

Based on the attributes of the Series A Convertible Preferred Stock as previously described, the Company has accounted for the Series A Convertible Preferred Stock as a permanent component of stockholders’ equity.

 

Common Stock

 

The Company is authorized to issue a total of 100,000,000 shares of common stock, par value $0.0001 per share. As of June 30, 2023 and December 31, 2022, the Company had 1,665,956 shares and 1,664,706 shares, respectively, of common stock issued and outstanding.

 

On June 2, 2023, the Company effected a 1-for-10 reverse split of its outstanding shares of common stock. No fractional shares were issued in connection with the reverse split, with any fractional shares resulting from the reverse split being rounded up to the nearest whole share. All share and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented.

 

Effective April 12, 2022, the Company completed the sale of 290,000 shares of common stock at a price of $20.00 per share in a registered direct offering, generating gross proceeds of $5,800,000. The total cash costs of this offering were $658,616, resulting in net proceeds of $5,141,384. Pursuant to the placement agents’ agreement, the Company granted warrants to the placement agents to purchase 29,000 shares of common stock at an exercise price of $20.00 per share exercisable through April 14, 2027.

 

Effective March 10, 2023, the Company issued 1,250 shares of common stock upon the exercise of a stock option in the form of a warrant held by a consultant to the Company for 1,250 shares exercisable at $5.025 per share for total cash proceeds of $6,281.

 

Common Stock Warrants

 

A summary of common stock warrant activity during the six months ended June 30, 2023 is presented below.

   Number of Shares  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual

Life (in Years)

 
             
Warrants outstanding at December 31, 2022   190,031   $50.161      
Issued             
Exercised             
Expired             
Warrants outstanding at June 30, 2023   190,031   $50.161    2.65 
                
Warrants exercisable at December 31, 2022   190,031   $50.161      
Warrants exercisable at June 30, 2023   190,031   $50.161    2.65 

 

At June 30, 2023, the outstanding warrants are exercisable at the following prices per common share:

Exercise

Prices

  

Warrants

Outstanding

(Shares)

 
$20.000    29,000 
$37.000    11,331 
$57.000    149,700 
      190,031 

 

 

The warrants exercisable at $57.00 per share at June 30, 2023 include publicly-traded warrants that were issued as part of the Company’s November 2020 public offering of units and are exercisable for a period of five years thereafter. As a result of the 1-for-10 reverse split of the Company’s common stock effective June 2, 2023, each such publicly-traded warrant currently represents the right to purchase 1/10th of a share of common stock at the original exercise price of $5.70 per share. Accordingly, upon exercise, a warrant holder will be required to present ten warrants, each exercisable at $5.70, to acquire one share of post-split common stock, which is equivalent to a purchase price of $57.00.

 

Based on a fair market value of $5.88 per share on June 30, 2023, there was no intrinsic value attributed to exercisable but unexercised common stock warrants at June 30, 2023.

 

Information with respect to the issuance of common stock in connection with various stock-based compensation arrangements is provided at Note 7.

 

v3.23.2
Related Party Transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

6. Related Party Transactions

 

Related party transactions include transactions with the Company’s officers, directors and affiliates.

 

Employment Agreements with Officers

 

During July and August 2020, the Company entered into one-year employment agreements with its executive officers, consisting of Dr. John S. Kovach, Eric J. Forman, Dr. James S. Miser, and Robert N. Weingarten, payable monthly, as described below. The employment agreements are automatically renewable for additional one-year periods unless terminated by either party upon 60 days written notice prior to the end of the applicable one-year period, or by death, or by termination for cause. These employment agreements were automatically renewed for additional one-year periods in July and August 2021 and 2022.

 

The Company entered into an employment agreement with Dr. Kovach dated July 15, 2020, effective October 1, 2020, for Dr. Kovach to continue to act as the Company’s President, Chief Executive Officer and Chief Scientific Officer, with an annual salary of $250,000. During the three months ended June 30, 2023 and 2022, the Company paid $62,500 and $62,500, respectively, to Dr. Kovach under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company paid $125,000 and $125,000, respectively, to Dr. Kovach under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations for such periods.

 

The Company entered into an employment agreement with Dr. James S. Miser, M.D., effective August 1, 2020 to act as the Company’s Chief Medical Officer, with an annual salary of $150,000. Effective May 1, 2021, Dr. Miser’s annual salary was increased to $175,000. Dr. Miser is required to devote at least 50% of his business time to the Company’s activities. During the three months ended June 30, 2023 and 2022, the Company paid $43,750 and $43,750, respectively, to Dr. Miser under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company paid $87,500 and $87,500, respectively, to Dr. Miser under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations for such periods.

 

The Company entered into an employment agreement with Eric J. Forman effective July 15, 2020, as amended on August 12, 2020, to act as the Company’s Chief Administrative Officer, with an annual salary of $120,000. Mr. Forman is the son-in-law of Gil Schwartzberg (deceased), a former member of the Company’s Board of Directors who died on October 30, 2022 and was a significant stockholder of and consultant to the Company, and is the son of Dr. Stephen Forman, a member of the Company’s Board of Directors. Julie Forman, the wife of Mr. Forman and the daughter of Gil Schwartzberg, is Vice President of Morgan Stanley Wealth Management, at which firm the Company’s cash is on deposit and with which the Company maintains a continuing banking relationship. Effective May 1, 2021, Mr. Forman’s annual salary was increased to $175,000. Additionally, effective November 6, 2022, Mr. Forman was promoted to Vice President and Chief Operating Officer with an annual salary of $200,000. Effective October 1, 2022, Mr. Forman has been provided a monthly office rent allowance, pursuant to which Mr. Forman was paid $1,530 and $4,113, respectively, for the three months and six months ended June 30, 2023. During the three months ended June 30, 2023 and 2022, the Company paid $50,000 and $43,750, respectively, to Mr. Forman under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company paid $100,000 and $87,500, respectively, to Mr. Forman under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations for such periods.

 

 

The Company entered into an employment agreement with Robert N. Weingarten effective August 12, 2020 to act as the Company’s Vice President and Chief Financial Officer, with an annual salary of $120,000. Effective May 1, 2021, Mr. Weingarten’s annual salary was increased to $175,000. During the three months ended June 30, 2023 and 2022, the Company paid $43,750 and $43,750, respectively, to Mr. Weingarten under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company paid $87,500 and $87,500, respectively, to Mr. Weingarten under this employment agreement, which costs are included in general and administrative costs in the Company’s consolidated statements of operations for such periods.

 

Appointment of Dr. René Bernards to the Board of Directors

 

Effective as of June 15, 2022, Dr. René Bernards was appointed to the Company’s Board of Directors as an independent director. Dr. Bernards is a leader in the field of molecular carcinogenesis and is employed by the Netherlands Cancer Institute in Amsterdam. As a new director, in lieu of a grant of stock options, Dr. Bernards received a one-time cash board fee of $100,000, which was paid upon his appointment to the Board of Directors, and an annual cash board fee of $40,000, payable quarterly.

 

Previously, on October 8, 2021, the Company had entered into a Development Collaboration Agreement with the Netherlands Cancer Institute, Amsterdam, one of the world’s leading comprehensive cancer centers, and Oncode Institute, Utrecht, a major independent cancer research center, to identify the most promising drugs to be combined with LB-100, and potentially LB-100 analogues, to be used to treat a range of cancers, as well as to identify the specific molecular mechanisms underlying the identified combinations, as described at Note 9.

 

Compensatory Arrangements for Members of the Board of Directors

 

Effective April 9, 2021, the Board of Directors approved a comprehensive cash and equity compensation program for the independent members of the Board of Directors and committee members. Effective May 25, 2022, the Board of Directors approved an amendment to the program. Officers who also serve on the Board of Directors are not compensated separately for their service on the Board of Directors.

 

Cash compensation for independent directors, payable quarterly, is as follows:

 

Base director compensation - $20,000 per year

Chairman of audit committee – additional $10,000 per year

Chairman of any other committees – additional $5,000 per year

Member of audit committee – additional $5,000 per year

Member of any other committees – additional $2,500 per year

 

Equity compensation for independent directors is as follows:

 

Appointment of new independent directors – The Company grants options to purchase 25,000 shares of common stock, exercisable for a period of five years, at the closing market price on the date of grant, vesting 50% on the grant date and the remaining 50% vesting 12.5% on the last day of each calendar quarter beginning in the quarter immediately subsequent to the date of the grant until fully vested, subject to continued service. At the discretion of the Board of Directors, for a nominee to the Board of Directors who is restricted by their respective institution or employer from receiving equity-based compensation, in lieu of the grant of such stock options, the Company may elect to pay a one-time cash fee of $100,000 to such director, payable upfront.

 

Annual grant of options to independent directors – Effective on the last business day of the month of June, the Company grants options to purchase 10,000 shares of common stock, exercisable for a period of five years, at the closing market price on the date of grant, vesting 12.5% on the last day of each calendar quarter beginning in the quarter immediately subsequent to the date of grant until fully vested, subject to continued service. If any director has served for less than 12 full calendar months at the grant date, the amount of such stock option grant shall be prorated based on the length of service of such director. At the discretion of the Board of Directors, for a nominee to the Board of Directors who is restricted by their respective institution or employer from receiving equity-based compensation, in lieu of the grant of such stock options, the Company may elect to pay an annual cash fee of $40,000 to such director, payable quarterly.

 

 

Total cash compensation paid to independent directors was $42,501 and $135,686, respectively, for the three months ended June 30, 2023 and 2022. Total cash compensation paid to independent directors was $85,001 and $168,186, respectively, for the six months ended June 30, 2023 and 2022.

 

Stock-based compensation granted to members of the Company’s Board of Directors, officers and affiliates is described at Note 7.

 

A summary of related party costs, including compensation under employment and consulting agreements and fees paid to non-officer directors for their services on the Board of Directors, for the three months and six months ended June 30, 2023 and 2022, is presented below.

 

   2023   2022   2023   2022 
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2023   2022   2023   2022 
                 
Related party costs:                    
Cash-based  $242,501   $329,436   $485,001   $555,686 
Stock-based   280,060    424,094    557,040    763,766 
Total  $522,561   $753,530   $1,042,041   $1,319,452 

 

v3.23.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

7. Stock-Based Compensation

 

The Company periodically issues common stock and stock options as incentive compensation to directors and as compensation for the services of employees, contractors, and consultants of the Company.

 

On July 14, 2020, the Board of Directors of the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”), which was subsequently approved by the stockholders of the Company. The 2020 Plan provides for the granting of equity-based awards, consisting of stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards to employees, officers, directors and consultants of the Company and its affiliates, initially for a total of 233,333 shares of the Company’s common stock, under terms and conditions as determined by the Company’s Board of Directors. On October 7, 2022, the stockholders of the Company approved an amendment to the 2020 Plan to increase the number of common shares issuable thereunder by 180,000 shares, to a total of 413,333 shares.

 

As of June 30, 2023, unexpired stock options for 300,313 shares were issued and outstanding under the 2020 Plan and 113,020 shares were available for issuance under the 2020 Plan.

 

The fair value of a stock option award is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the Company’s expectation of dividend payouts and is assumed to be zero. The estimated volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. Unless sufficient historical exercise data is available, the expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The fair market value of the common stock is determined by reference to the quoted market price of the common stock on the grant date.

 

For stock options requiring an assessment of value during the six months ended June 30, 2023, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate   4.565%
Expected dividend yield   0%
Expected volatility   138.05%
Expected life   3.5 years 

 

 

For stock options requiring an assessment of value during the six months ended June 30, 2022, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate   3.03%
Expected dividend yield   0%
Expected volatility   153.17%
Expected life   3.5 years 

 

On July 15, 2020, as amended on August 12, 2020, in connection with the employment agreement entered into with Eric J. Forman, Mr. Forman was granted stock options to purchase 5,833 shares of the Company’s common stock. The options can be exercised on a cashless basis. The options are exercisable for a period of five years at an exercise price of $71.40 per share, which was equal to the closing market price of the Company’s common stock on the grant date. The options vested 25% on August 12, 2020, 2021 and 2022, respectively, with the final 25% vesting on August 12, 2023, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $400,855 ($68.718 per share), of which $100,214 was attributable to the portion of the stock options fully vested on August 12, 2020 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from August 12, 2020 through August 12, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $24,985 and $24,985, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $49,695 and $49,695, respectively, with respect to these stock options.

 

On August 1, 2020, in connection with an employment agreement entered into with Dr. James S. Miser, M.D., Dr. Miser was granted stock options to purchase 8,333 shares of the Company’s common stock. The options can be exercised on a cashless basis. The options are exercisable for a period of five years at an exercise price of $71.40 per share, which was equal to the closing market price of the Company’s common stock on the effective date of the employment agreement. The options vested 25% on August 1, 2020, 2021 and 2022, respectively, with the final 25% vesting on August 1, 2023, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $572,650 ($68.718 per share), of which $143,163 was attributable to the portion of the stock options fully vested on August 1, 2020 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from August 1, 2020 through August 1, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $35,693 and $35,693, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $70,993 and $70,993, respectively, with respect to these stock options.

 

On August 12, 2020, in connection with the employment agreement entered into with Robert N. Weingarten, Mr. Weingarten was granted stock options to purchase 5,833 shares of the Company’s common stock. The options can be exercised on a cashless basis. The options are exercisable for a period of five years at an exercise price of $71.40 per share, which was equal to the closing market price of the Company’s common stock on the grant date. The options vested 25% on August 12, 2020, 2021 and 2022, respectively, with the final 25% vesting on August 12, 2023, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $400,855 ($68.718 per share), of which $100,214 was attributable to the portion of the stock options fully vested on August 12, 2020 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from August 12, 2020 through August 12, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $24,985 and $24,985, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $49,695 and $49,695, respectively, with respect to these stock options.

 

On April 9, 2021, the Board of Directors appointed Gil Schwartzberg to fill the vacancy created by a former director’s resignation. In connection with his appointment to the Board of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, Mr. Schwartzberg was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years at an exercise price of $32.00 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $753,611 ($30.144 per share), of which $376,800 was attributable to the portion of the stock options fully vested on April 9, 2021 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options was being charged to operations ratably from April 9, 2021 through June 30, 2023. However, vesting of these stock options terminated on October 30, 2022, the date that Mr. Schwartzberg died. During the three months and six months ended June 30, 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $42,228 and $83,992, respectively, with respect to these stock options.

 

 

On May 11, 2021, the Board of Directors appointed Regina Brown to the Board of Directors. In connection with her appointment to the Board of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, Ms. Brown was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years at an exercise price of $28.00 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $658,363 ($26.335 per share), of which $329,188 was attributable to the portion of the stock options fully vested on May 11, 2021 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options was charged to operations ratably from May 11, 2021 through June 30, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $38,405 and $38,405, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $76,388 and $76,388, respectively, with respect to these stock options.

 

On June 30, 2021, the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, granted to each of the five non-officer directors of the Company stock options to purchase 10,000 shares (a total of 50,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $30.30 per share (the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $1,421,095 ($28.423 per share), which was charged to operations ratably from July 1, 2021 through June 30, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $106,290 and $177,150, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $211,412 and $352,355, respectively, with respect to these stock options.

 

On June 17, 2022, the Board of Directors appointed Bas van der Baan to the Board of Directors. In connection with his appointment to the Board of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, Mr. Baan was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years at an exercise price of $7.40 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $158,525 ($6.341 per share), of which $79,263 was attributable to the portion of the stock options fully vested on June 17, 2022 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from June 17, 2022 through June 30, 2024. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $9,695 and $80,647, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $19,284 and $80,647, respectively, with respect to these stock options.

 

On June 30, 2022, the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, granted to each of the five non-officer directors of the Company stock options to purchase 10,000 shares (a total of 50,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $7.40 per share (the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $316,700 ($6.334 per share), which is being charged to operations ratably from July 1, 2022 through June 30, 2024. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $23,655 and $0, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $47,049 and $0, respectively, with respect to these stock options.

 

 

On November 6, 2022, the Board of Directors granted to each of the four officers of the Company stock options to purchase 20,000 shares (a total of 80,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $20.00 per share, vesting 25% on issuance and 25% on each anniversary date thereafter until fully vested, subject to continued service. The total fair value of the 80,000 stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $262,560 ($3.282 per share), which is being charged to operations ratably from November 6, 2022 through November 6, 2025. During the three months and six months ended June 30, 2023, the Company recorded a total charge to general and administrative costs in the consolidated statement of operations of $16,352 and $32,524, respectively, with respect to these stock options.

 

On November 6, 2022, the Company issued a stock option, in the form of a warrant, to BioPharmaWorks to purchase 10,000 shares of the Company’s common stock, which was fully vested upon issuance and is exercisable for a period of five years at $5.025 per share (the closing market price on the issue date). The fair value of the warrant, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $43,264 ($4.326 per share) and was charged to general and administrative costs in the consolidated statement of operations on that date.

 

On June 30, 2023, the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, granted to each of the four non-officer directors of the Company stock options to purchase 10,000 shares (a total of 40,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $5.88 per share (the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $192,593 ($4.8131 per share), which is being charged to operations ratably from July 1, 2023 through June 30, 2025. During the three months and six months ended June 30, 2023, the Company did not record a charge to operations with respect to these stock options.

 

Dr. Philip Palmedo, a director of the Company since 2006, did not stand for re-election to the Company’s Board of Directors at the Company’s Annual Meeting of Stockholders held on October 7, 2022, and Gil Schwartzberg, a director of the Company, died on October 30, 2022. Accordingly, the unvested stock options for each such person ceased vesting effective as of the respective dates that their service on the Company’s Board of Directors terminated. Furthermore, the expiration date of all vested stock options owned by such persons are contractually scheduled to expire one year from the respective dates that their service on the Company’s Board of Directors terminated.

 

A summary of stock-based compensation costs for the three months and six months ended June 30, 2023 and 2022 is as follows:

   2023   2022   2023   2022 
   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
                 
Related parties  $280,060   $424,094   $557,040   $763,766 
Non-related parties                
Total stock-based compensation costs  $280,060   $424,094   $557,040   $763,766 

 

A summary of stock option activity, including options issued in the form of warrants, during the six months ended June 30, 2023 is as follows:

   Number of Shares  

Weighted Average

Exercise

Price

  

Weighted Average Remaining Contractual Life

(in Years)

 
             
Stock options outstanding at December 31, 2022   389,479   $29.1826      
Granted   40,000    5.8800      
Exercised   (1,250)   5.0250      
Expired             
Stock options outstanding at June 30, 2023   428,229   $27.0764    2.77 
                
Stock options exercisable at December 31, 2022   281,979   $32.8335      
Stock options exercisable at June 30, 2023   301,979   $31.9708    2.75 

 

 

Total deferred compensation expense for the outstanding value of unvested stock options was approximately $517,000 at June 30, 2023, which will be recognized subsequent to June 30, 2023 over a weighted-average period of approximately 21 months.

 

The exercise prices of common stock options outstanding and exercisable, including options issued in the form of warrants, at June 30, 2023 are as follows:

Exercise

Prices

  

Options

Outstanding

(Shares)

  

Options

Exercisable

(Shares)

 
          
$5.025    8,750    8,750 
$5.880    40,000     
$7.400    57,500    36,250 
$16.800    3,333    3,333 
$20.000    80,000    20,000 
$20.600    20,000    20,000 
$28.000    25,000    25,000 
$30.000    66,667    66,667 
$30.300    42,500    42,500 
$32.000    20,313    20,313 
$32.100    15,000    15,000 
$60.000    16,667    16,667 
$66.000    4,167    4,167 
$71.400    20,000    15,000 
$120.000    8,332    8,332 
      428,229    301,979 

 

The intrinsic value of exercisable but unexercised in-the-money stock options at June 30, 2023 was approximately $7,500, based on a fair market value of $5.88 per share on June 30, 2023.

 

Outstanding stock options to acquire 126,250 shares of the Company’s common stock had not vested at June 30, 2023.

 

The Company expects to satisfy such stock obligations through the issuance of authorized but unissued shares of common stock.

 

v3.23.2
Income Taxes
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes

8. Income Taxes

 

During the three months and six months ended June 30, 2023 and 2022, the Company did not record any provision for income taxes, as the Company incurred losses during those periods. Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recorded a full valuation allowance against its deferred tax assets for all periods presented as the Company currently believes it is more likely than not that the deferred tax assets will not be realized.

 

v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

9. Commitments and Contingencies

 

Legal Claims

 

The Company may be subject to legal claims and actions from time to time as part of its business activities. As of June 30, 2023 and December 31, 2022, the Company was not subject to any pending or threatened legal claims or actions.

 

 

Principal Commitments

 

Clinical Trial Agreements

 

At June 30, 2023, the Company’s remaining contractual commitments pursuant to clinical trial agreements and clinical trial monitoring agreements not yet incurred, as described below, aggregated $6,389,000, which are currently scheduled to be incurred through approximately December 31, 2025. The Company’s ability to conduct and fund these contractual commitments is subject to the timely availability of sufficient capital to fund such expenditures, as well as any changes in the allocation or reallocation of such funds to the Company’s current or future clinical trial programs. The Company expects that the full amount of these expenditures will be incurred only if such clinical trial programs are conducted as originally designed and their respective enrollments and duration are not modified or reduced. Clinical trial programs, such as the types that the Company is engaged in, can be highly variable and can frequently involve a series of changes and modifications over time as clinical data is obtained and analyzed, and are frequently modified, suspended or terminated before the clinical trial endpoint is reached. Accordingly, such contractual commitments as discussed herein should be considered as estimates only based on current clinical assumptions and conditions, and are typically subject to significant revisions over time.

 

Moffitt. Effective August 20, 2018, the Company entered into a five-year Clinical Trial Research Agreement with the Moffitt Cancer Center and Research Institute Hospital Inc., Tampa, Florida. Pursuant to the Clinical Trial Research Agreement, Moffitt agreed to conduct and manage a Phase 1b/2 clinical trial to evaluate the toxicity and therapeutic benefit of the Company’s lead anti-cancer clinical compound LB-100 to be administered intravenously in patients with low or intermediate-1 risk myelodysplastic syndrome (MDS).

 

In November 2018, the Company received approval from the U.S. Food and Drug Administration for its Investigational New Drug Application to conduct a Phase 1b/2 clinical trial to evaluate the toxicity and therapeutic benefit of LB-100 in patients with low and intermediate-1 risk MDS who have failed or are intolerant of standard treatment. Patients with MDS, although usually older, are generally well except for severe anemia requiring frequent blood transfusions. This Phase 1b/2 clinical trial utilized LB-100 as a single agent in the treatment of patients with low and intermediate-1 risk MDS, including patients with del(5q) myelodysplastic syndrome (del5qMDS) failing first line therapy.

 

During the three months ended June 30, 2023, the Phase 1b/2 clinical trial at the Moffitt Cancer Center evaluating LB-100 in patients with MDS was closed by the principal investigator. In this clinical trial, single agent LB-100 was used on a new schedule of days 1, 3, and 5 every 3 weeks. It was determined that patients found it too challenging to go for an infusion given on this schedule. The Company is not employing this schedule in its other clinical trials. Although the Maximally Tolerated Dose (MTD) was not achieved, there was no dose-limiting toxicity on this schedule at doses that were even greater than those which were above the MTD in the Phase 1 clinical trial of LB-100 on the Monday, Tuesday, Wednesday schedule.

 

During the three months ended June 30, 2023 and 2022, the Company incurred costs of $6,000 and $6,073, respectively, pursuant to this agreement, which have been included in research and development costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $12,000 and $9,405, respectively, pursuant to this agreement, which have been included in research and development costs in the Company’s consolidated statements of operations. As of June 30, 2023, total costs of $143,074 have been incurred pursuant to this agreement. Nominal trailing costs subsequent to June 30, 2023 are expected relating to the closure of this study.

 

The Company has decided not to pursue further studies in MDS, as other opportunities in much more common diseases have become available. For example, the Company is now focusing on documenting clear-cut potentiation of cytotoxic treatment as in the ongoing study of advanced soft tissue sarcoma and small cell lung cancer. In addition, new pre-clinical data demonstrate the potentiation of immunotherapy by LB-100 in other common cancers.

 

GEIS. Effective July 31, 2019, the Company entered into a Collaboration Agreement for an Investigator-Initiated Clinical Trial with the Spanish Sarcoma Group (Grupo Español de Investigación en Sarcomas or “GEIS”), Madrid, Spain, to carry out a study entitled “Randomized phase I/II trial of LB-100 plus doxorubicin vs. doxorubicin alone in first line of advanced soft tissue sarcoma”. The purpose of this clinical trial is to obtain information with respect to the efficacy and safety of LB-100 combined with doxorubicin in soft tissue sarcomas. Doxorubicin is the global standard for initial treatment of advanced soft tissue sarcomas (“ASTS”). Doxorubicin alone has been the mainstay of first line treatment of ASTS for over 40 years, with little therapeutic gain from adding cytotoxic compounds to or substituting other cytotoxic compounds for doxorubicin. In animal models, LB-100 consistently enhances the anti-tumor activity of doxorubicin without apparent increases in toxicity.

 

 

GEIS has a network of referral centers in Spain and across Europe that have an impressive track record of efficiently conducting innovative studies in ASTS. The Company agreed to provide GEIS with a supply of LB-100 to be utilized in the conduct of this clinical trial, as well as to provide funding for the clinical trial. The goal is to enter approximately 150 to 170 patients in this clinical trial over a period of two years. As advanced sarcoma is a very aggressive disease, the design of the study assumes a median progression free survival (PFS, no evidence of disease progression or death from any cause) of 4.5 months in the doxorubicin arm and an alternative median PFS of 7.5 months in the doxorubicin plus LB-100 arm to demonstrate a statistically significant decrease in relative risk of progression or death by adding LB-100. There is a planned interim analysis of the primary endpoint when approximately 50% of the 102 events required for final analysis is reached.

 

The Company had previously expected that this clinical trial would commence during the quarter ended June 30, 2020. However, during July 2020, the Spanish regulatory authority advised the Company that although it had approved the scientific and ethical basis of the protocol, it required that the Company manufacture new inventory of LB-100 under current Spanish pharmaceutical manufacturing standards. These standards were adopted subsequent to the production of the Company’s existing LB-100 inventory.

 

In order to manufacture a new inventory supply of LB-100 for the GEIS clinical trial, the Company engaged a number of vendors to carry out the multiple tasks needed to make and gain approval of a new clinical product for investigational study in Spain. These tasks included the synthesis under good manufacturing practices (GMP) of the active pharmacologic ingredient (API), with documentation of each of the steps involved by an independent auditor. The API was then transferred to a vendor that prepares the clinical drug product, also under GMP conditions documented by an independent auditor. The clinical drug product was then sent to a vendor to test for purity and sterility, provide appropriate labels, store the drug, and distribute the drug to the clinical centers for use in the clinical trials. A formal application documenting all steps taken to prepare the clinical drug product for clinical use was submitted to the appropriate regulatory authorities for review and approval before being used in a clinical trial.

 

As of June 30, 2023, this program to provide new inventory of the clinical drug product for the Spanish Sarcoma Group study, and potentially for subsequent multiple trials within the European Union, had cost approximately $1,144,000. Although the production of new inventory has been completed, nominal trailing costs subsequent to June 30, 2023 are expected to be incurred.

 

On October 13, 2022, the Company announced that the Spanish Agency for Medicines and Health Products (Agencia Española de Medicamentos y Productos Sanitarios or “AEMPS”) had authorized a Phase 1b/randomized Phase 2 study of LB-100, the Company’s lead clinical compound, plus doxorubicin, versus doxorubicin alone, the global standard for initial treatment of advanced soft tissue sarcomas (ASTS). Consequently, the GEIS clinical trial commenced during the quarter ending June 30, 2023 and is expected to be completed by December 31, 2025. In April 2023, GEIS completed its first site initiation visit in preparation for the clinical trial at Fundación Jiménez Díaz University Hospital (Madrid). Up to 170 patents will be entered into the clinical trial. The Phase 1b section of the protocol is expected to be completed by June 30, 2024, at which time the Company expects to have data on both response and toxicity from this portion of the clinical trial.

 

The interim analysis of this clinical trial will be done before full accrual of patients is completed to determine whether the study has the possibility of showing superiority of the combination of LB-100 plus doxorubicin compared to doxorubicin alone. A positive study would have the potential to change the standard therapy for this disease after four decades of failure to improve the marginal benefit of doxorubicin alone.

 

The Company’s agreement with GEIS provides for various payments based on achieving specific milestones over the term of the agreement. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $268,829 and $0, respectively, pursuant to this agreement. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $268,829 and $0, respectively, pursuant to this agreement. Such costs, when incurred, are included in research and development costs in the Company’s consolidated statements of operations. Through June 30, 2023, the Company has paid GEIS an aggregate of $684,652 for work done under this agreement through the fourth milestone.

 

The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $3,536,000 as of June 30, 2023, which is expected to be incurred through December 31, 2025. As the work is being conducted in Europe and is paid for in Euros, final costs are subject to foreign currency fluctuations between the United States Dollar and the Euro. Such fluctuations are recorded in the consolidated statements of operations as foreign currency gain or loss, as appropriate.

 

 

City of Hope. Effective January 18, 2021, the Company executed a Clinical Research Support Agreement with the City of Hope National Medical Center, an NCI-designated comprehensive cancer center, and City of Hope Medical Foundation (collectively, “City of Hope”), to carry out a Phase 1b clinical trial of LB-100, the Company’s first-in-class protein phosphatase inhibitor, combined with a standard regimen for treatment of untreated extensive- stage disease small cell lung cancer (ED-SCLC). LB-100 will be given in combination with carboplatin, etoposide and atezolizumab, an FDA-approved but marginally effective regimen, to previously untreated ED-SCLC patients. The dose of LB-100 will be escalated with the standard fixed doses of the 3-drug regimen to reach a recommended Phase 2 dose (RP2D). Patient entry will be expanded so that a total of 12 patients will be evaluable at the RP2D to confirm the safety of the LB-100 combination and to look for potential therapeutic activity as assessed by objective response rate, duration of overall response, progression-free-survival and overall survival.

 

The clinical trial was initiated on March 9, 2021, with patient accrual expected to take approximately two years to complete. However, as patient accrual was slower than expected, the Company has been seeking to add two additional sites to increase the rate of patient accrual. Effective March 6, 2023, the Sarah Cannon Research Institute (SCRI), Nashville, Tennessee, joined the City of Hope’s ongoing Phase 1b clinical trial. The Company is continuing its efforts to add a third site. The addition of SCRI is expected to expedite and expand the accrual of patients to this clinical trial, thus reducing the time required to demonstrate the feasibility, tolerability and efficacy of adding LB-100 to the current standard treatment regimen. With the addition of SCRI, the Company currently expects that this clinical trial will be completed by December 31, 2024.

 

During the three months ended June 30, 2023 and 2022, the Company did not incur any costs pursuant to this agreement. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $69,001 and $0, respectively, pursuant to this agreement, which are included in research and development costs in the Company’s consolidated statements of operations. As of June 30, 2023, total costs of $447,512 have been incurred pursuant to this agreement.

 

The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $2,433,000 as of June 30, 2023, which is expected to be incurred through December 31, 2024. If a significant number of patients fail during the dose-escalation process, an increase of up to 12 patients would likely be necessary, at an estimated additional cost of approximately $800,000.

 

The Company currently expects that enrollment in this clinical trial will range from approximately 18 to 30 enrollees, with 24 enrollees as the most likely number. Should fewer than 42 enrollees be required, the Company has agreed to compensate City of Hope on a per enrollee basis. If a significant improvement in outcome is seen with the addition of LB-100, this would be an important advance in the treatment of a very aggressive disease.

 

Theradex. On June 22, 2023, the Company finalized a work order agreement with Theradex Systems, Inc. (“Theradex”), an international contract research organization (“CRO”), to conduct a Phase I/II randomized trial of LB-100 plus doxorubicin vs. doxorubicin alone in first line of advanced soft tissue sarcomas. The study is expected to be completed by December 31, 2025.

 

Costs under this work order agreement are estimated to be approximately $153,000, with such payments expected to be allocated approximately 72% to Theradex for services and approximately 28% for payments for pass-through software costs. During the three months and six months ended June 30, 2023, the Company incurred costs of $6,250 pursuant to this work order. As of June 30, 2023, total costs of $6,250 have been incurred pursuant to this work order agreement.

 

The Company’s aggregate commitment pursuant to this clinical trial monitoring agreement, less amounts previously paid to date, totaled approximately $153,000 as of June 30, 2023, which is expected to be incurred through December 31, 2025.

 

National Cancer Institute Pharmacologic Clinical Trial. In May 2019, the National Cancer Institute (NCI) initiated a glioblastoma (GBM) pharmacologic clinical trial. This study is being conducted and funded by the NCI under a Cooperative Research and Development Agreement, with the Company responsible for providing the LB-100 clinical compound.

 

 

Primary malignant brain tumors (gliomas) are very challenging to treat. Radiation combined with the chemotherapeutic drug temozolomide has been the mainstay of therapy of the most aggressive gliomas (glioblastoma multiforme or GBM) for decades, with some further benefit gained by the addition of one or more anti-cancer drugs, but without major advances in overall survival for the majority of patients. In animal models of GBM, the Company’s novel protein phosphatase inhibitor, LB-100, has been found to enhance the effectiveness of radiation, temozolomide chemotherapy treatments and immunotherapy, raising the possibility that LB-100 may improve outcomes of standard GBM treatment in the clinic. Although LB-100 has proven safe in patients at doses associated with apparent anti-tumor activity against several human cancers arising outside the brain, the ability of LB-100 to penetrate tumor tissue arising in the brain is not known. Unfortunately, many drugs potentially useful for GBM treatment do not enter the brain in amounts necessary for anti-cancer action.

 

The NCI study was designed to determine the extent to which LB-100 enters recurrent malignant gliomas. Patients having surgery to remove one or more tumors will receive one dose of LB-100 prior to surgery and have blood and tumor tissue analyzed to determine the amount of LB-100 present and to determine whether the cells in the tumors show the biochemical changes expected to be present if LB-100 reaches its molecular target. As a result of the innovative design of the NCI study, data from a few patients should be sufficient to provide a sound rationale for conducting a larger clinical trial to determine the effectiveness of adding LB-100 to the standard treatment regimen for GBMs. Five patients have been entered and analysis of the blood and tissue has proceeded. If there is evidence in at least two of the patients of penetration of LB 100 into tumor tissue, the study will be deemed as successful. Results of this study are currently being reviewed by NCI and a report is expected by the end of 2023.

 

Clinical Trial Monitoring Agreements

 

Moffitt. On September 12, 2018, the Company finalized a work order agreement with Theradex (“CRO”), to monitor the Phase 1b/2 clinical trial being managed and conducted by Moffitt. The clinical trial began in April 2019 and the first patient was entered into the clinical trial in July 2019.

 

The costs of the Phase 1b/2 clinical trial being paid to or through Theradex have been recorded and charged to operations based on periodic documentation provided by the CRO. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $10,997 and $4,558, respectively, pursuant to this work order. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $20,284 and $7,839, respectively, pursuant to this work order. As of June 30, 2023, total costs of $147,572 have been incurred pursuant to this work order agreement.

 

During the three months ended June 30, 2023, concurrent with the closure of the Company’s Clinical Trial Research Agreement with Moffitt, this work order agreement with Theradex to monitor the Clinical Trial Research Agreement with Moffitt was similarly suspended, although nominal oversight trailing costs subsequent to June 30, 2023 are expected to be incurred relating to the closure of the Moffitt study.

 

City of Hope. On February 5, 2021, the Company signed a new work order agreement with Theradex to monitor the City of Hope investigator-initiated clinical trial in small cell lung cancer in accordance with FDA requirements for oversight by the sponsoring party. Costs under this work order agreement are estimated to be approximately $335,000. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $5,687 and $11,235, respectively, pursuant to this work order. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $11,240 and $15,735, respectively, pursuant to this work order. As of June 30, 2023, total costs of $69,681 have been incurred pursuant to this work order agreement.

 

The Company’s aggregate commitment pursuant to this clinical trial monitoring agreement, less amounts previously paid to date, totaled approximately $267,000 as of June 30, 2023, which is expected to be incurred through December 31, 2025.

 

 

Patent and License Agreements

 

Moffitt. Effective August 20, 2018, the Company entered into an Exclusive License Agreement with Moffitt. Pursuant to the License Agreement, Moffitt granted the Company an exclusive license under certain patents owned by Moffitt (the “Licensed Patents”) relating to the treatment of MDS and a non-exclusive license under inventions, concepts, processes, information, data, know-how, research results, clinical data, and the like (other than the Licensed Patents) necessary or useful for the practice of any claim under the Licensed Patents or the use, development, manufacture or sale of any product for the treatment of MDS which would otherwise infringe a valid claim under the Licensed Patents. The Company was obligated to pay Moffitt a non-refundable license issue fee of $25,000 after the first patient was entered into a Phase 1b/2 clinical trial to be managed and conducted by Moffitt. The clinical trial began at a single site in April 2019 and the first patient was entered into the clinical trial in July 2019. The Company is also obligated to pay Moffitt an annual license maintenance fee of $25,000 commencing on the first anniversary of the Effective Date and every anniversary thereafter until the Company commences payment of minimum royalty payments. The Company has also agreed to pay non-refundable milestone payments to Moffitt, which cannot be credited against earned royalties payable by the Company, based on reaching various clinical and commercial milestones aggregating $1,897,000, subject to reduction by 40% under certain circumstances relating to the status of Valid Claims, as such term is defined in the License Agreement. During the three months ended June 30, 2023 and 2022, the Company recorded charges to operations of $6,233 and $6,233, respectively, in connection with its obligations under the License Agreement. During the six months ended June 30, 2023 and 2022, the Company recorded charges to operations of $12,398 and $12,398, respectively, in connection with its obligations under the License Agreement. As of June 30, 2023, no milestones had yet been attained.

 

The Company will be obligated to pay Moffitt earned royalties of 4% on worldwide cumulative net sales of royalty-bearing products, subject to reduction to 2% under certain circumstances, on a quarterly basis, with a minimum royalty payment of $50,000 in the first four years after sales commence, and $100,000 in year five and each year thereafter, subject to reduction by 40% under certain circumstances relating to the status of Valid Claims, as such term is defined in the License Agreement. The Company’s obligation to pay earned royalties under the License Agreement commences on the date of the first sale of a royalty-bearing product, and shall automatically expire on a country-by-country basis on the date on which the last valid claim of the Licensed Patents expires, lapses or is declared invalid, and the obligation to pay any earned royalties under the License Agreement shall terminate on the date on which the last valid claim of the Licensed Patents expires, lapses, or is declared to be invalid in all countries.

 

Employment Agreements with Officers

 

During July and August 2020, the Company entered into one-year employment agreements with its executive officers, consisting of Dr. John S. Kovach, Eric J. Forman, Dr. James S. Miser, and Robert N. Weingarten, which provided for aggregate annual compensation of $640,000, payable monthly (see Note 6). The employment agreements are automatically renewable for additional one-year periods unless terminated by either party upon 60 days written notice prior to the end of the applicable one-year period, or by death, or by termination for cause. These employment agreements were automatically renewed for additional one-year periods in July and August 2021 and 2022.

 

On April 9, 2021, the Board of Directors increased the annual compensation of Eric J. Forman, Dr. James S. Miser, and Robert N. Weingarten under the employment agreements, such that the total aggregate annual compensation of all officers increased to $775,000, effective May 1, 2021.

 

Effective November 6, 2022, Mr. Forman was promoted to Vice President and Chief Operating Officer, with an annual salary of $200,000. In addition, Mr. Forman is being provided an office allowance of approximately $1,500 per month through December 31, 2023.

 

The total aggregate annual compensation of all officers increased to $800,000, effective November 6, 2022, which has continued through June 30, 2023.

 

Other Significant Agreements and Contracts

 

NDA Consulting Corp. On December 24, 2013, the Company entered into an agreement with NDA Consulting Corp. for consultation and advice in the field of oncology research and drug development. As part of the agreement, NDA also agreed to cause its president, Dr. Daniel D. Von Hoff, M.D., to become a member of the Company’s Scientific Advisory Committee. The term of the agreement was for one year and provided for a quarterly cash fee of $4,000. The agreement has been automatically renewed for additional one-year terms on its anniversary date since 2014. Consulting and advisory fees charged to operations pursuant to this agreement were $4,000 and $4,000 for the three months ended June 30, 2023 and 2022, respectively, and $8,000 and $8,000 for the six months ended June 30, 2023 and 2022, which were included in research and development costs in the consolidated statements of operations.

 

BioPharmaWorks. Effective September 14, 2015, the Company entered into a Collaboration Agreement with BioPharmaWorks, pursuant to which the Company engaged BioPharmaWorks to perform certain services for the Company. Those services included, among other things, assisting the Company to commercialize its products and strengthen its patent portfolio; identifying large pharmaceutical companies with a potential interest in the Company’s product pipeline; assisting in preparing technical presentations concerning the Company’s products; consultation in drug discovery and development; and identifying providers and overseeing tasks relating to clinical development of new compounds.

 

 

BioPharmaWorks was founded in 2015 by former Pfizer scientists with extensive multi-disciplinary research and development and drug development experience. The Collaboration Agreement was for an initial term of two years and automatically renews for subsequent annual periods unless terminated by a party not less than 60 days prior to the expiration of the applicable period. In connection with the Collaboration Agreement, the Company agreed to pay BioPharmaWorks a monthly fee of $10,000, subject to the right of the Company to pay a negotiated hourly rate in lieu of the monthly payment, and agreed to issue to BioPharmaWorks certain equity-based compensation (see Note 7). The Company recorded charges to operations pursuant to this Collaboration Agreement of $30,000 and $30,000 for the three months ended June 30, 2023 and 2022, respectively, and $60,000 and $60,000 for the six months ended June 30, 2023 and 2022, respectively, which were included in research and development costs in the consolidated statements of operations.

 

Netherlands Cancer Institute. On October 8, 2021, the Company entered into a Development Collaboration Agreement with the Netherlands Cancer Institute, Amsterdam (see Note 6), one of the world’s leading comprehensive cancer centers, and Oncode Institute, Utrecht, a major independent cancer research center, to identify the most promising drugs to be combined with LB-100, and potentially LB-100 analogues, to be used to treat a range of cancers, as well as to identify the specific molecular mechanisms underlying the identified combinations. The Company has agreed to fund the study and provide a sufficient supply of LB-100 to conduct the study. The study is expected to take approximately two years to conduct. During the three months ended June 30, 2023 and 2022, the Company incurred charges in the amount of $53,178 and $48,886, respectively, with respect to this agreement, which amounts are included in research and development costs in the Company’s consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company incurred charges in the amount of $105,381 and $103,116, respectively, with respect to this agreement, which amounts are included in research and development costs in the Company’s consolidated statements of operations. As of June 30, 2023, total costs of $364,788 have been incurred pursuant to this agreement. The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $53,000 as of June 30, 2023, which is expected to be incurred through June 30, 2025. As the work is being conducted in Europe and is paid for in Euros, final costs are subject to foreign currency fluctuations between the United States Dollar and the Euro.

 

MRI Global. The Company has contracted with MRI Global for stability analysis, storage and distribution of LB-100 for clinical trials in the United States. On June 10, 2022, the contract was amended to reflect a new total contract price of $273,980 for services to be rendered through April 30, 2023. Effective April 17, 2023, the contract was further amended to reflect a new total contract price of $326,274 for services to be rendered through April 30, 2024. During the three months ended June 30, 2023 and 2022, the Company incurred costs of $4,010 and $19,597, respectively, pursuant to this contract. During the six months ended June 30, 2023 and 2022, the Company incurred costs of $7,183 and $20,353, respectively, pursuant to this work order. As of June 30, 2023, total costs of $225,924 have been incurred pursuant to this contract.

 

The Company’s aggregate commitment pursuant to this contract, less amounts previously paid to date, totaled approximately $100,000 as of June 30, 2023.

 

External Risks Associated with the Company’s Business Activities

 

Covid-19 Virus. The global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities throughout the world as businesses and governments implemented broad actions to mitigate this public health crisis. The extent to which the coronavirus pandemic may reappear and impact the Company’s clinical trial programs and capital raising efforts in the future is uncertain and cannot be predicted.

 

Inflation Risk. The Company does not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy. However, there is a risk that the Company’s operating costs could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing the Company’s operating costs (including, specifically, clinical trial costs), and which would put additional stress on the Company’s working capital resources.

 

Supply Chain Issues. The Company does not currently expect that supply chain issues will have a significant impact on its business activities, including its ongoing clinical trials.

 

 

Potential Recession. There are various indications that the United States economy may be entering a recessionary period. Although unclear at this time, an economic recession would likely impact the general business environment and the capital markets, which could, in turn, affect the Company.

 

The Company is continuing to monitor these matters and will adjust its current business and financing plans as more information and guidance become available.

 

v3.23.2
Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events

10. Subsequent Events

 

The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC. Other than those matters described below, there were no material subsequent events which affected, or could affect, the amounts or disclosures in the condensed consolidated financial statements.

 

Sale of Common Stock, Pre-Funded Common Stock Purchase Warrants, and Common Stock Purchase Warrants; Exercise of Pre-Funded Common Stock Purchase Warrants

 

On July 20, 2023, in a registered direct offering to an institutional investor, the Company sold 180,000 shares of common stock at a purchase price of $6.00 per share and pre-funded warrants to purchase 403,334 shares of common stock at a purchase price of $5.9999 per pre-funded warrant. Each pre-funded warrant had an exercise price of $0.0001 per share, was immediately exercisable upon issuance, and was valid and exercisable until all pre-funded warrants are exercised in full.

 

In a concurrent private placement to the institutional investor, the Company also sold warrants to purchase 583,334 shares of common stock. Each common warrant had an initial exercise price of $6.00 per share, was immediately exercisable upon issuance, and expires five years thereafter on July 20, 2028. The common warrants and the shares of common stock issuable upon exercise of the common warrants were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

 

The registered direct offering and the concurrent private placement generated gross proceeds of approximately $3,500,000. The total cash costs of the registered direct offering and the private placement were approximately $375,000, resulting in net proceeds of approximately $3,125,000. Pursuant to the placement agent agreement, the Company granted to the placement agent warrants to purchase 35,000 shares of common stock at an exercise price of $6.60 per share and expiring on July 20, 2028.

 

During the period from July 24, 2023 through August 7, 2023, the 403,334 pre-funded warrants exercisable at $0.0001 per share were exercised for total cash proceeds of $40, resulting in the issuance of 403,334 shares of common stock.

v3.23.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of Lixte Biotechnology Holdings, Inc. and its wholly-owned subsidiary, Lixte Biotechnology, Inc. Intercompany balances and transactions have been eliminated in consolidation.

 

Segment Information

Segment Information

 

The Company operates and reports in one segment, which focuses on the utilization of biomarker technology to identify enzyme targets associated with serious common diseases and then designing novel compounds to attack those targets. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker, which is the Company’s President, Chief Executive Officer and Chief Scientific Officer.

 

Use of Estimates

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 and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken, as a whole, under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in the calculation of accruals for clinical trial costs and other potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.

 

Cash

Cash

 

Cash is held in a cash bank deposit program maintained by Morgan Stanley Wealth Management, a division of Morgan Stanley Smith Barney LLC (“Morgan Stanley”). Morgan Stanley is a FINRA-regulated broker-dealer. The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation (the “SIPC”). The Company periodically has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $250,000 and $500,000, respectively. Morgan Stanley Wealth Management also maintains supplemental insurance coverage for the cash balances of its customers. The Company has not experienced any losses to date resulting from this policy.

 

Research and Development

Research and Development

 

Research and development costs consist primarily of fees paid to consultants and contractors, and other expenses relating to the negotiation, design, development and management of clinical trials with respect to the Company’s clinical compound and product candidate. Research and development costs also include the costs to manufacture the compounds used in research and clinical trials, which are charged to operations as incurred. The Company’s inventory of LB-100 for clinical use has been manufactured separately in the United States and in the European Union in accordance with the laws and regulations of such jurisdictions.

 

Research and development costs are generally charged to operations ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, the termination of an agreement, or other information indicates that a different expensing schedule is more appropriate. However, payments for research and development costs that are contractually defined as non-refundable are charged to operations as incurred.

 

 

Obligations incurred with respect to mandatory scheduled payments under agreements with milestone provisions are recognized as charges to research and development costs in the Company’s consolidated statement of operations based on the achievement of such milestones, as specified in the respective agreement. Obligations incurred with respect to mandatory scheduled payments under agreements without milestone provisions are accounted for when due, are recognized ratably over the appropriate period, as specified in the respective agreement, and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations.

 

Payments made pursuant to contracts are initially recorded as advances on research and development contract services in the Company’s consolidated balance sheet and are then charged to research and development costs in the Company’s consolidated statement of operations as those contract services are performed. Expenses incurred under contracts in excess of amounts advanced are recorded as research and development contract liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. The Company reviews the status of its various clinical trial and research and development contracts on a quarterly basis.

 

Prepaid Insurance

Prepaid Insurance

 

Prepaid insurance represents the premiums paid for directors and officers insurance coverage and for general liability insurance coverage in excess of the amortization of the total policy premium charged to operations at each balance sheet date. Such amount is determined by amortizing the total policy premium charged on a straight-line basis over the respective policy period. As the policy premiums incurred are generally amortizable over the ensuing twelve-month period, they are recorded as a current asset in the Company’s consolidated balance sheet at each reporting date and appropriately amortized to the Company’s consolidated statement of operations for each reporting period.

 

Patent and Licensing Legal and Filing Fees and Costs

Patent and Licensing Legal and Filing Fees and Costs

 

Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and related patent applications, all patent and licensing legal and filing fees and costs related to the development and protection of the Company’s intellectual property are charged to operations as incurred. Patent and licensing legal and filing fees and costs were $340,010 and $358,389 for the three months ended June 30, 2023 and 2022, respectively, and $657,350 and $673,626 for the six months ended June 30, 2023 and 2022, respectively. Patent and licensing legal and filing fees and costs are included in general and administrative costs in the Company’s consolidated statements of operations.

 

Concentration of Risk

Concentration of Risk

 

The Company periodically contracts with vendors and consultants to provide services related to the Company’s operations. Charges incurred for these services can be for a specific time period (typically one year) or for a specific project or task. Costs and expenses incurred that represented 10% or more of general and administrative costs or research and development costs for the three months and six months ended June 30, 2023 and 2022 are described as follows.

 

General and administrative costs for the three months ended June 30, 2023 and 2022 included charges from legal firms and other vendors for general licensing and patent prosecution costs relating to the Company’s intellectual properties representing 27.3% and 25.9% of total general and administrative costs, respectively. General and administrative costs for the three months ended June 30, 2023 and 2022 also included charges for the fair value of stock options granted to directors and corporate officers representing 22.5% and 30.7%, respectively, of total general and administrative costs.

 

Research and development costs for the three months ended June 30, 2023 included charges from two vendors and consultants representing 62.9% and 12.4%, respectively, of total research and development costs. Research and development costs for the three months ended June 30, 2022 include charges from five vendors and consultants representing 29.7%, 18.2%, 17.4%, 12.6%, and 10.2%, respectively, of total research and development costs.

 

General and administrative costs for the six months ended June 30, 2023 and 2022 include charges from legal firms and other vendors for general licensing and patent prosecution costs relating to the Company’s intellectual properties representing 27.1% and 26.1% of total general and administrative costs, respectively. General and administrative costs for the six months ended June 30, 2023 and 2022 also included charges for the fair value of stock options granted to directors and corporate officers representing 23.0% and 29.6%, respectively, of total general and administrative costs.

 

Research and development costs for the six months ended June 30, 2023 include charges from three vendors and consultants representing 43.9%, 17.1% and 11.2%, respectively, of total research and development costs. Research and development costs for the six months ended June 30, 2022 include charges from two vendors and consultants representing 44.6% and 16.5%, respectively, of total research and development costs.

 

 

Income Taxes

Income Taxes

 

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

 

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

 

The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no unrecognized tax benefits as of June 30, 2023 or December 31, 2022 and does not anticipate any material amount of unrecognized tax benefits through December 31, 2023.

 

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. The Company had not recorded any liability for uncertain tax positions as of June 30, 2023 or December 31, 2022. Subsequent to June 30, 2023, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

 

Stock-Based Compensation

Stock-Based Compensation

 

The Company periodically issues common stock and stock options to officers, directors, employees, Scientific Advisory Committee members, contractors and consultants for services rendered. Options vest and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, are measured at the grant date fair value and charged to operations ratably over the vesting period.

 

The Company accounts for stock-based payments to officers, directors, employees, Scientific Advisory Committee members, contractors and consultants by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.

 

The fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the expected life of the stock option, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Unless sufficient historical exercise data is available, the expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The estimated volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock is determined by reference to the quoted market price of the Company’s common stock on the grant date. The expected dividend yield is based on the Company’s expectation of dividend payouts and is assumed to be zero.

 

The Company recognizes the fair value of stock-based compensation awards in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option exercises.

 

 

Earnings (Loss) Per Share

Earnings (Loss) Per Share

 

The Company’s computation of earnings (loss) per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS, but presents the dilutive effect on a per share basis of potential common shares (e.g., preferred shares, warrants and stock options) as if they had been converted at the beginning of the respective periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all preferred shares, warrants and stock options outstanding were anti-dilutive.

 

At June 30, 2023 and 2022, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

   2023   2022 
   June 30, 
   2023   2022 
         
Series A Convertible Preferred Stock   72,917    72,917 
Common stock warrants   190,031    340,031 
Common stock options, including options issued in the form of warrants   428,229    332,500 
Total   691,177    745,448 

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

 

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

 

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

 

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

 

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

 

The carrying value of financial instruments (consisting of accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments.

 

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 was effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or related disclosures.

 

In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718) Presentation of Financial Statements (“ASU 2023-03”). ASU 2023-03 amends the FASB Accounting Standards Codification to include Amendments to SEC Paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and SEC Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. As the ASU does not provide any new guidance, there is no transition or effective date associated with its adoption. Accordingly, the Company adopted ASU 2023-03 immediately upon its issuance. The adoption of ASU 2023-03 did not have any impact on the Company’s consolidated financial statement presentation or related disclosures.

 

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

v3.23.2
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

At June 30, 2023 and 2022, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

   2023   2022 
   June 30, 
   2023   2022 
         
Series A Convertible Preferred Stock   72,917    72,917 
Common stock warrants   190,031    340,031 
Common stock options, including options issued in the form of warrants   428,229    332,500 
Total   691,177    745,448 
v3.23.2
Research and Development Costs (Tables)
6 Months Ended
Jun. 30, 2023
Research and Development [Abstract]  
Schedule of Research and Development Costs

A summary of research and development costs for the three months and six months ended June 30, 2023 and 2022, including costs associated with clinical trials involving the Company’s lead clinical compound LB-100, are summarized below based on the respective geographical regions where such costs have been incurred.

 

   2023   2022   2023   2022 
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2023   2022   2023   2022 
                 
United States  $87,625   $80,290   $223,531   $154,821 
Spain   272,564    18,774    273,539    347,604 
China   14,090    16,860    14,090    17,720 
Netherlands   53,178    48,886    105,382    103,116 
Total  $427,457   $164,810   $616,542   $623,261 
v3.23.2
Stockholders’ Equity (Tables)
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Schedule of Warrants Outstanding

A summary of common stock warrant activity during the six months ended June 30, 2023 is presented below.

   Number of Shares  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual

Life (in Years)

 
             
Warrants outstanding at December 31, 2022   190,031   $50.161      
Issued             
Exercised             
Expired             
Warrants outstanding at June 30, 2023   190,031   $50.161    2.65 
                
Warrants exercisable at December 31, 2022   190,031   $50.161      
Warrants exercisable at June 30, 2023   190,031   $50.161    2.65 
Schedule of Warrants Outstanding and Exercisable

At June 30, 2023, the outstanding warrants are exercisable at the following prices per common share:

Exercise

Prices

  

Warrants

Outstanding

(Shares)

 
$20.000    29,000 
$37.000    11,331 
$57.000    149,700 
      190,031 
v3.23.2
Related Party Transactions (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Summary of Related Party Costs

A summary of related party costs, including compensation under employment and consulting agreements and fees paid to non-officer directors for their services on the Board of Directors, for the three months and six months ended June 30, 2023 and 2022, is presented below.

 

   2023   2022   2023   2022 
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2023   2022   2023   2022 
                 
Related party costs:                    
Cash-based  $242,501   $329,436   $485,001   $555,686 
Stock-based   280,060    424,094    557,040    763,766 
Total  $522,561   $753,530   $1,042,041   $1,319,452 

 

v3.23.2
Stock-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Fair Value of Each Option Award Estimated Assumption

For stock options requiring an assessment of value during the six months ended June 30, 2023, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate   4.565%
Expected dividend yield   0%
Expected volatility   138.05%
Expected life   3.5 years 

 

 

For stock options requiring an assessment of value during the six months ended June 30, 2022, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate   3.03%
Expected dividend yield   0%
Expected volatility   153.17%
Expected life   3.5 years 
Summary of Stock-based Compensation Costs

A summary of stock-based compensation costs for the three months and six months ended June 30, 2023 and 2022 is as follows:

   2023   2022   2023   2022 
   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
                 
Related parties  $280,060   $424,094   $557,040   $763,766 
Non-related parties                
Total stock-based compensation costs  $280,060   $424,094   $557,040   $763,766 
Summary of Stock Option Activity Including Options Form of Warrants

A summary of stock option activity, including options issued in the form of warrants, during the six months ended June 30, 2023 is as follows:

   Number of Shares  

Weighted Average

Exercise

Price

  

Weighted Average Remaining Contractual Life

(in Years)

 
             
Stock options outstanding at December 31, 2022   389,479   $29.1826      
Granted   40,000    5.8800      
Exercised   (1,250)   5.0250      
Expired             
Stock options outstanding at June 30, 2023   428,229   $27.0764    2.77 
                
Stock options exercisable at December 31, 2022   281,979   $32.8335      
Stock options exercisable at June 30, 2023   301,979   $31.9708    2.75 
Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable Including Options Form of Warrants

The exercise prices of common stock options outstanding and exercisable, including options issued in the form of warrants, at June 30, 2023 are as follows:

Exercise

Prices

  

Options

Outstanding

(Shares)

  

Options

Exercisable

(Shares)

 
          
$5.025    8,750    8,750 
$5.880    40,000     
$7.400    57,500    36,250 
$16.800    3,333    3,333 
$20.000    80,000    20,000 
$20.600    20,000    20,000 
$28.000    25,000    25,000 
$30.000    66,667    66,667 
$30.300    42,500    42,500 
$32.000    20,313    20,313 
$32.100    15,000    15,000 
$60.000    16,667    16,667 
$66.000    4,167    4,167 
$71.400    20,000    15,000 
$120.000    8,332    8,332 
      428,229    301,979 
v3.23.2
Organization and Basis of Presentation (Details Narrative)
Jun. 02, 2023
Common Stock [Member]  
Reverse stock split 1-for-10
v3.23.2
Business (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jul. 24, 2023
Jul. 20, 2023
Mar. 10, 2023
Apr. 12, 2022
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 02, 2023
Dec. 31, 2022
Subsequent Event [Line Items]                  
Proceeds from Stock Options Exercised           $ 6,281    
Cash and Cash Equivalents, at Carrying Value           2,912,920     $ 5,353,392
Contractual commitment           $ 6,389,000      
Placement Agents [Member]                  
Subsequent Event [Line Items]                  
Warrant exercise price   $ 6.60   $ 20.00          
Warrants to purchase shares   35,000   29,000          
Common Stock [Member]                  
Subsequent Event [Line Items]                  
Shares issued during period     1,250   290,000   290,000    
Warrant exercise price               $ 5.70  
Costs of public offering       $ 658,616          
Net proceeds from issuance of stock       $ 5,141,384          
Warrant [Member]                  
Subsequent Event [Line Items]                  
Shares issued during period     1,250            
Warrant exercise price     $ 5.025            
Subsequent Event [Member] | Common Stock [Member]                  
Subsequent Event [Line Items]                  
Shares issued during period   180,000              
Share issued price per share   $ 6.00              
Proceeds from issuance of private placement   $ 3,500,000              
Costs of public offering   375,000              
Net proceeds from issuance of stock   $ 3,125,000              
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right 403,334                
Subsequent Event [Member] | Prefunded Warrant [Member]                  
Subsequent Event [Line Items]                  
Shares issued during period   403,334              
Share issued price per share   $ 5.9999              
Warrant exercise price $ 0.0001 $ 0.0001              
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right 403,334                
Proceeds from Stock Options Exercised $ 40                
Subsequent Event [Member] | Warrant [Member]                  
Subsequent Event [Line Items]                  
Shares issued during period   583,334              
Share issued price per share   $ 6.00              
v3.23.2
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 691,177 745,448
Series A Convertible Preferred Stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 72,917 72,917
Common Stock Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 190,031 340,031
Common Stock Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 428,229 332,500
v3.23.2
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Product Information [Line Items]        
Cash FDIC insurance $ 250,000   $ 250,000  
Cash SIPC insurance 500,000   500,000  
Patent and licensing legal and filing fees and costs $ 340,010 $ 358,389 $ 657,350 $ 673,626
Cost of Sales [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member]        
Product Information [Line Items]        
Concentration risk percentage 10.00% 10.00% 10.00% 10.00%
General and Administrative Expense [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member]        
Product Information [Line Items]        
Concentration risk percentage 27.30% 25.90% 27.10% 26.10%
General and Administrative Expense [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | Stock Options Granted to Directors and Corporate Officers [Member]        
Product Information [Line Items]        
Concentration risk percentage 22.50% 30.70% 23.00% 29.60%
Research and Development Expense [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Vendor And Consultant One [Member]        
Product Information [Line Items]        
Concentration risk percentage 62.90% 29.70% 43.90% 44.60%
Research and Development Expense [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Vendor And Consultant Two [Member]        
Product Information [Line Items]        
Concentration risk percentage 12.40% 18.20% 17.10% 16.50%
Research and Development Expense [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Vendor And Consultant Three [Member]        
Product Information [Line Items]        
Concentration risk percentage   17.40% 11.20%  
Research and Development Expense [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Vendor And Consultant Four [Member]        
Product Information [Line Items]        
Concentration risk percentage   12.60%    
Research and Development Expense [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Vendor And Consultant Five [Member]        
Product Information [Line Items]        
Concentration risk percentage   10.20%    
v3.23.2
Schedule of Research and Development Costs (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Research and development expense $ 427,457 $ 164,810 $ 616,542 $ 623,261
UNITED STATES        
Research and development expense 87,625 80,290 223,531 154,821
SPAIN        
Research and development expense 272,564 18,774 273,539 347,604
CHINA        
Research and development expense 14,090 16,860 14,090 17,720
NETHERLANDS        
Research and development expense $ 53,178 $ 48,886 $ 105,382 $ 103,116
v3.23.2
Schedule of Warrants Outstanding (Details) - Common Stock Warrants [Member] - $ / shares
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Number of Shares, Warrants Outstanding, Beginning Balance 190,031  
Weighted Average Exercise Price, Warrants Outstanding, Beginning $ 50.161  
Number of Shares, Issued  
Weighted Average Exercise Price, Issued  
Number of Shares, Exercised  
Weighted Average Exercise Price, Exercised  
Number of Shares, Expired  
Weighted Average Exercise Price, Expired  
Number of Shares, Warrants Outstanding, Ending Balance 190,031  
Weighted Average Exercise Price, Warrants Outstanding, Ending $ 50.161  
Weighted Average Remaining Contractual Life (in Years), Outstanding 2 years 7 months 24 days  
Number of Shares, Warrants exercisable, Ending Balance 190,031 190,031
Weighted Average Exercise Price, Warrants exercisable, Beginning Balance $ 50.161 $ 50.161
Weighted Average Remaining Contractual Life (in Years), Exercisable 2 years 7 months 24 days  
v3.23.2
Schedule of Warrants Outstanding and Exercisable (Details)
Jun. 30, 2023
$ / shares
shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Warrants Outstanding Shares 190,031
Exercise Price One [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 20.000
Warrants Outstanding Shares 29,000
Exercise Price Two [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 37.000
Warrants Outstanding Shares 11,331
Exercise Price Three [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 57.000
Warrants Outstanding Shares 149,700
v3.23.2
Stockholders’ Equity (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended 96 Months Ended
Jun. 02, 2023
Mar. 10, 2023
Apr. 12, 2022
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Mar. 17, 2023
Jul. 20, 2023
Mar. 17, 2015
Class of Stock [Line Items]                    
Preferred stock, shares authorized         10,000,000   10,000,000      
Preferred stock, par value         $ 0.0001   $ 0.0001      
Common stock, shares authorized         100,000,000   100,000,000      
Common Stock, Par or Stated Value Per Share         $ 0.0001   $ 0.0001      
Common stock, shares issued         1,665,956   1,664,706      
Common stock, shares outstanding         1,665,956   1,664,706      
Proceeds from issuance of common stock         $ 5,141,384        
Placement Agents [Member]                    
Class of Stock [Line Items]                    
Warrants to purchase shares     29,000           35,000  
Exercise price     $ 20.00           $ 6.60  
Common Stock [Member]                    
Class of Stock [Line Items]                    
Reverse stock split 1-for-10                  
Number of common stock shares issued during period     290,000              
Sale of stock price per share     $ 20.00              
Proceeds from issuance of common stock     $ 5,800,000              
Costs of public offering     658,616              
Net proceeds from issuance of stock     $ 5,141,384              
Exercise price $ 5.70                  
Stock issued new issue shares   1,250   290,000   290,000        
Fair market value of stock         $ 57.00          
Warrant [Member]                    
Class of Stock [Line Items]                    
Exercise price   $ 5.025                
Stock issued new issue shares   1,250                
Proceeds from warrant exercises   $ 6,281                
Fair market value of stock         5.70          
Warrants and rights outstanding $ 57.00                  
Common Stock Warrant [Member]                    
Class of Stock [Line Items]                    
Fair market value of stock         $ 5.88          
Series A Convertible Preferred Stock [Member]                    
Class of Stock [Line Items]                    
Preferred stock, shares authorized                   350,000
Principal Cash Obligations and Commitments                   175,000
Preferred stock dividend, percentage               100.00%    
Annual net revenue                   175,000
Preferred stock convertible into common stock         72,917   72,917      
Gross proceeds from sale of transaction         $ 21,875,000          
Preferred stock, shares outstanding         350,000   350,000      
Series A Convertible Preferred Stock [Member] | Common Stock [Member]                    
Class of Stock [Line Items]                    
Preferred stock, conversion description         Each share of Series A Convertible Preferred Stock may be converted, at the option of the holder, into 0.20833 shares of common stock (subject to customary anti-dilution provisions) and the Series A Convertible Preferred Stock is subject to mandatory conversion at the conversion rate in the event of a merger or sale transaction resulting in gross proceeds to the Company of at least $21,875,000.          
Preferred stock convertible into common stock         0.20833          
Undesignated Preferred Stock [Member]                    
Class of Stock [Line Items]                    
Preferred stock, shares authorized             9,650,000      
v3.23.2
Summary of Related Party Costs (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Related Party Transaction [Line Items]        
Related party costs $ 522,561 $ 753,530 $ 1,042,041 $ 1,319,452
Related Party [Member]        
Related Party Transaction [Line Items]        
Related party costs 242,501 329,436 485,001 555,686
Stock Based [Member]        
Related Party Transaction [Line Items]        
Related party costs $ 280,060 $ 424,094 $ 557,040 $ 763,766
v3.23.2
Related Party Transactions (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Nov. 06, 2022
Oct. 01, 2022
May 01, 2021
Apr. 09, 2021
Oct. 01, 2020
Aug. 12, 2020
Aug. 01, 2020
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Jun. 15, 2022
Related Party Transaction [Line Items]                          
Cash board fee payable                         $ 100,000
Cash board fee payable                         $ 40,000
Share-based payment award, award vesting period                   12.50%      
Annual cash fee               $ 522,561 $ 753,530 $ 1,042,041 $ 1,319,452    
Stock based compensation               280,060 424,094 557,040 763,766    
Related Party [Member]                          
Related Party Transaction [Line Items]                          
Annual cash fee               242,501 329,436 485,001 555,686    
Independent Director [Member]                          
Related Party Transaction [Line Items]                          
Stock based compensation               42,501 135,686 $ 85,001 168,186    
New Independent Director [Member]                          
Related Party Transaction [Line Items]                          
Options, grants in period, gross                   25,000      
Share-based payment award, award vesting period                   50.00%      
New Independent Director [Member] | Related Party [Member]                          
Related Party Transaction [Line Items]                          
Annual cash fee                   $ 100,000      
Annual Grant of Options [Member]                          
Related Party Transaction [Line Items]                          
Options, grants in period, gross                   10,000      
Share-based payment award, award vesting period                   12.50%      
Annual Grant of Options [Member] | Related Party [Member]                          
Related Party Transaction [Line Items]                          
Annual cash fee                   $ 40,000      
Forman [Member]                          
Related Party Transaction [Line Items]                          
Compensation $ 200,000                        
Paid office rent   $ 1,500           1,530   4,113      
Director [Member]                          
Related Party Transaction [Line Items]                          
Compensation       $ 20,000                  
Stock based compensation                   47,049   $ 0  
Chairman of Audit Committee [Member]                          
Related Party Transaction [Line Items]                          
Compensation       10,000                  
Chairman of Other Committees [Member]                          
Related Party Transaction [Line Items]                          
Compensation       5,000                  
Member of Audit Committee [Member]                          
Related Party Transaction [Line Items]                          
Compensation       5,000                  
Member of Other Committees [Member]                          
Related Party Transaction [Line Items]                          
Compensation       $ 2,500                  
Employment Agreement [Member] | Dr. Kovach [Member]                          
Related Party Transaction [Line Items]                          
Annual salary         $ 250,000                
Compensation               62,500 62,500 125,000 125,000    
Employment Agreement [Member] | Dr. James S. Miser, M.D [Member]                          
Related Party Transaction [Line Items]                          
Annual salary             $ 150,000            
Compensation               43,750 43,750 87,500 87,500    
Increase in annual salary     $ 175,000                    
Employment Agreement [Member] | Eric J. Forman [Member]                          
Related Party Transaction [Line Items]                          
Annual salary           $ 120,000              
Compensation               50,000 43,750 100,000 87,500    
Increase in annual salary     175,000                    
Employment Agreement [Member] | Chief Operating Officer [Member]                          
Related Party Transaction [Line Items]                          
Compensation $ 200,000                        
Employment Agreement [Member] | Robert N. Weingarten [Member]                          
Related Party Transaction [Line Items]                          
Annual salary           $ 120,000              
Compensation               $ 43,750 $ 43,750 $ 87,500 $ 87,500    
Increase in annual salary     $ 175,000                    
v3.23.2
Schedule of Fair Value of Each Option Award Estimated Assumption (Details)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]    
Risk-free interest rate 4.565% 3.03%
Expected dividend yield 0.00% 0.00%
Expected volatility 138.05% 153.17%
Expected life 3 years 6 months 3 years 6 months
v3.23.2
Summary of Stock-based Compensation Costs (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Defined Benefit Plan Disclosure [Line Items]        
Total stock-based compensation costs $ 280,060 $ 424,094 $ 557,040 $ 763,766
Related Parties [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Total stock-based compensation costs 280,060 424,094 557,040 763,766
Non Related Parties [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Total stock-based compensation costs
v3.23.2
Summary of Stock Option Activity Including Options Form of Warrants (Details) - $ / shares
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]    
Number of shares, stock options outstanding, at the beginning 389,479  
Weighted average exercise price, stock options outstanding, at the beginning $ 29.1826  
Number of shares, Granted 40,000  
Weighted average exercise price, granted $ 5.8800  
Number of shares, Exercised (1,250)  
Weighted average exercise price, exercised $ 5.0250  
Number of shares, Expired  
Weighted average exercise price, expired  
Number of shares, stock options outstanding, at the end 428,229  
Weighted average exercise price, stock options outstanding, at the end $ 27.0764  
Weighted average remaining contractual life (in years), stock options outstanding 2 years 9 months 7 days  
Number of shares, stock options exercisable, at the end 301,979 281,979
Weighted average exercise price, stock options exercisable, at the end $ 31.9708 $ 32.8335
Weighted average remaining contractual life (in years), stock options exercisable 2 years 9 months  
v3.23.2
Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable Including Options Form of Warrants (Details)
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Options Outstanding (Shares) 428,229
Options Exercisable (Shares) 301,979
Exercise Price One [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 5.025
Options Outstanding (Shares) 8,750
Options Exercisable (Shares) 8,750
Exercise Price Two [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 5.880
Options Outstanding (Shares) 40,000
Options Exercisable (Shares)
Exercise Price Three [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 7.400
Options Outstanding (Shares) 57,500
Options Exercisable (Shares) 36,250
Exercise Price Four [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 16.800
Options Outstanding (Shares) 3,333
Options Exercisable (Shares) 3,333
Exercise Price Five [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 20.000
Options Outstanding (Shares) 80,000
Options Exercisable (Shares) 20,000
Exercise Price Six [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 20.600
Options Outstanding (Shares) 20,000
Options Exercisable (Shares) 20,000
Exercise Price Seven [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 28.000
Options Outstanding (Shares) 25,000
Options Exercisable (Shares) 25,000
Exercise Price Eight [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 30.000
Options Outstanding (Shares) 66,667
Options Exercisable (Shares) 66,667
Exercise Price Nine [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 30.300
Options Outstanding (Shares) 42,500
Options Exercisable (Shares) 42,500
Exercise Price Ten [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 32.000
Options Outstanding (Shares) 20,313
Options Exercisable (Shares) 20,313
Exercise Price Eleven [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 32.100
Options Outstanding (Shares) 15,000
Options Exercisable (Shares) 15,000
Exercise Price Twelve [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 60.000
Options Outstanding (Shares) 16,667
Options Exercisable (Shares) 16,667
ExercisePriceThirteen [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 66.000
Options Outstanding (Shares) 4,167
Options Exercisable (Shares) 4,167
Exercise Price Fourteen [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 71.400
Options Outstanding (Shares) 20,000
Options Exercisable (Shares) 15,000
Exercise Price Fifteen [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Prices | $ / shares $ 120.000
Options Outstanding (Shares) 8,332
Options Exercisable (Shares) 8,332
v3.23.2
Stock-Based Compensation (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Nov. 06, 2022
Oct. 07, 2022
Jun. 30, 2022
Jun. 17, 2022
Jun. 30, 2021
May 11, 2021
Apr. 09, 2021
Aug. 12, 2020
Aug. 01, 2020
Jul. 15, 2020
Jul. 14, 2020
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Jun. 06, 2023
Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Shares outstanding 428,229                           428,229   428,229   389,479    
Stock option vested exercisable term                                 21 months        
Stock based compensation                             $ 280,060 $ 424,094 $ 557,040 $ 763,766      
Number of fully vested option exercisable 301,979                           301,979   301,979   281,979    
Share based compensation vesting rights, percentage                                 12.50%        
Total deferred compensation expense for outstanding value of unvested stock options                                 $ 517,000        
Intrinsic value of exercisable but unexercised in-the-money stock options $ 7,500                           $ 7,500   $ 7,500        
Fair market value, per share                                 $ 5.88        
Outstanding stock options to acquire shares of common stock not vested                                         126,250
Common Stock [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Stock price per share $ 57.00                           $ 57.00   57.00        
Director [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Stock options description                                   the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, granted to each of the five non-officer directors of the Company stock options to purchase 10,000 shares (a total of 50,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $7.40 per share (the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $316,700 ($6.334 per share), which is being charged to operations ratably from July 1, 2022 through June 30, 2024. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $23,655 and $0, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $47,049 and $0, respectively, with respect to these stock options.      
Stock option vested exercisable term       5 years                                  
Fair value of stock options                           $ 10,000              
Stock price per share $ 5.88 $ 20.00   $ 50,000   $ 6.334             $ 50,000 $ 6.334 $ 5.88 $ 50,000 $ 5.88 $ 50,000      
Stock based compensation                                 $ 47,049   $ 0    
Stock options are exercisable price per share   $ 5.025                                      
Number of fully vested option exercisable 10,000 10,000                         10,000   10,000        
Director [Member] | Common Stock [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Number of fully vested option exercisable   20,000                                      
Five Non Officer Directors [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Stock options description           the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, granted to each of the five non-officer directors of the Company stock options to purchase 10,000 shares (a total of 50,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $30.30 per share (the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $1,421,095 ($28.423 per share), which was charged to operations ratably from July 1, 2021 through June 30, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $106,290 and $177,150, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $211,412 and $352,355, respectively, with respect to these stock options                              
Fair value of stock options   $ 43,264                     $ 316,700 $ 1,421,095              
Stock price per share   $ 4.326       $ 28.423               $ 28.423              
Stock based compensation                             $ 106,290 $ 177,150 $ 211,412 $ 352,355      
Stock options are exercisable price per share           $ 30.30               $ 30.30              
Number of fully vested option exercisable           10,000               10,000              
Non Officer Directors [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Number of fully vested option exercisable           50,000               50,000              
BasvanderBaan [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Stock options description         the Board of Directors appointed Bas van der Baan to the Board of Directors. In connection with his appointment to the Board of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, Mr. Baan was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years at an exercise price of $7.40 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $158,525 ($6.341 per share), of which $79,263 was attributable to the portion of the stock options fully vested on June 17, 2022 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from June 17, 2022 through June 30, 2024. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $9,695 and $80,647, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $19,284 and $80,647, respectively, with respect to these stock options.                                
Fair value of stock options         $ 158,525                                
Stock price per share         $ 6.341                                
Stock based compensation                             9,695 80,647 19,284 80,647      
Stock options are exercisable price per share         $ 7.40                                
Number of fully vested option exercisable         25,000                                
Stock options granted to purchase common stock, issued         $ 79,263                                
Four Officers [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Fair value of stock options   $ 262,560                                      
Stock price per share   $ 3.282                                      
Stock based compensation                             $ 16,352   $ 32,524        
Number of fully vested option exercisable   80,000                                   40,000  
Share based compensation vesting rights, percentage   25.00%                                      
Share based compensation issuance, percentage   25.00%                                      
Stock options granted to purchase common stock, issued   80,000                                      
Four Non Officers[Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Fair value of stock options $ 192,593                                        
Stock price per share $ 4.8131                           $ 4.8131   $ 4.8131        
Share based compensation vesting rights, percentage 12.50%                                        
Eric J. Forman [Member] | Employment Agreement [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Stock options granted to purchase common stock, issued                     5,833                    
Stock options description                     On July 15, 2020, as amended on August 12, 2020, in connection with the employment agreement entered into with Eric J. Forman, Mr. Forman was granted stock options to purchase 5,833 shares of the Company’s common stock. The options can be exercised on a cashless basis. The options are exercisable for a period of five years at an exercise price of $71.40 per share, which was equal to the closing market price of the Company’s common stock on the grant date. The options vested 25% on August 12, 2020, 2021 and 2022, respectively, with the final 25% vesting on August 12, 2023, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $400,855 ($68.718 per share), of which $100,214 was attributable to the portion of the stock options fully vested on August 12, 2020 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from August 12, 2020 through August 12, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $24,985 and $24,985, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $49,695 and $49,695, respectively, with respect to these stock options                    
Stock option vested exercisable term                     5 years                    
Fair value of stock options                     $ 400,855                    
Stock price per share                     $ 68.718                    
Stock options fully vested amount, fair value                 $ 100,214                        
Stock based compensation                             $ 24,985 24,985 $ 49,695 49,695      
Dr. James Miser [Member] | Employment Agreement [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Stock options granted to purchase common stock, issued                   8,333                      
Stock options description                   Dr. James S. Miser, M.D., Dr. Miser was granted stock options to purchase 8,333 shares of the Company’s common stock. The options can be exercised on a cashless basis. The options are exercisable for a period of five years at an exercise price of $71.40 per share, which was equal to the closing market price of the Company’s common stock on the effective date of the employment agreement. The options vested 25% on August 1, 2020, 2021 and 2022, respectively, with the final 25% vesting on August 1, 2023, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $572,650 ($68.718 per share), of which $143,163 was attributable to the portion of the stock options fully vested on August 1, 2020 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from August 1, 2020 through August 1, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $35,693 and $35,693, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $70,993 and $70,993, respectively, with respect to these stock options                      
Fair value of stock options                   $ 572,650                      
Stock price per share                   $ 68.718                      
Stock options fully vested amount, fair value                   $ 143,163                      
Stock based compensation                             35,693 35,693 70,993 70,993      
Stock options are exercisable price per share                   $ 71.40                      
Robert N. Weingarten [Member] | Employment Agreement [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Stock options description                 On August 12, 2020, in connection with the employment agreement entered into with Robert N. Weingarten, Mr. Weingarten was granted stock options to purchase 5,833 shares of the Company’s common stock. The options can be exercised on a cashless basis. The options are exercisable for a period of five years at an exercise price of $71.40 per share, which was equal to the closing market price of the Company’s common stock on the grant date. The options vested 25% on August 12, 2020, 2021 and 2022, respectively, with the final 25% vesting on August 12, 2023, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $400,855 ($68.718 per share), of which $100,214 was attributable to the portion of the stock options fully vested on August 12, 2020 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from August 12, 2020 through August 12, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $24,985 and $24,985, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $49,695 and $49,695, respectively, with respect to these stock options                        
Fair value of stock options                 $ 400,855                        
Stock price per share                 $ 68.718                        
Stock options fully vested amount, fair value                 $ 100,214                        
Stock based compensation                             24,985 24,985 49,695 49,695      
Stock options are exercisable price per share                 $ 71.40                        
Mr Schwartberg [Member] | Director [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Stock options description               On April 9, 2021, the Board of Directors appointed Gil Schwartzberg to fill the vacancy created by a former director’s resignation. In connection with his appointment to the Board of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, Mr. Schwartzberg was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years at an exercise price of $32.00 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $753,611 ($30.144 per share), of which $376,800 was attributable to the portion of the stock options fully vested on April 9, 2021 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options was being charged to operations ratably from April 9, 2021 through June 30, 2023. However, vesting of these stock options terminated on October 30, 2022, the date that Mr. Schwartzberg died. During the three months and six months ended June 30, 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $42,228 and $83,992, respectively, with respect to these stock options                          
Fair value of stock options               $ 753,611                          
Stock price per share               $ 30.144                          
Stock options fully vested amount, fair value               $ 376,800                          
Stock based compensation                               42,228   83,992      
Stock options are exercisable price per share               $ 32.00                          
Number of fully vested option exercisable               25,000                          
Ms.Regina Brown [Member] | Director [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Stock options description             the Board of Directors appointed Regina Brown to the Board of Directors. In connection with her appointment to the Board of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors, Ms. Brown was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years at an exercise price of $28.00 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $658,363 ($26.335 per share), of which $329,188 was attributable to the portion of the stock options fully vested on May 11, 2021 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options was charged to operations ratably from May 11, 2021 through June 30, 2023. During the three months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $38,405 and $38,405, respectively, with respect to these stock options. During the six months ended June 30, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $76,388 and $76,388, respectively, with respect to these stock options.                            
Fair value of stock options             $ 658,363                            
Stock price per share             $ 26.335                            
Stock options fully vested amount, fair value             $ 329,188                            
Stock based compensation                             $ 38,405 $ 38,405 $ 76,388 $ 76,388      
Stock options are exercisable price per share             $ 28.00                            
Number of fully vested option exercisable             25,000                            
2020 Stock Incentive Plan [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Common shares avaliable for issuable     180,000                                    
Stock options granted to purchase common stock, issued     413,333                                    
Shares outstanding 300,313                           300,313   300,313        
Shares were available for issuance 113,020                           113,020   113,020        
2020 Stock Incentive Plan [Member] | Maximum [Member]                                          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                                          
Number of restricted stock issued                       233,333                  
v3.23.2
Commitments and Contingencies (Details Narrative) - USD ($)
2 Months Ended 3 Months Ended 5 Months Ended 6 Months Ended
Jun. 22, 2023
Apr. 17, 2023
Nov. 06, 2022
Oct. 01, 2022
Jun. 10, 2022
Apr. 09, 2021
Feb. 05, 2021
Aug. 20, 2018
Sep. 14, 2015
Dec. 24, 2013
Aug. 31, 2020
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2023
Jun. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Contractual commitment                       $ 6,389,000   $ 6,389,000 $ 6,389,000  
Research and development costs                       427,457 $ 164,810   616,542 $ 623,261
Aggregate commitments expected                       100,000   100,000 100,000  
Forman [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Compensation     $ 200,000                          
Paid office rent       $ 1,500               1,530     4,113  
Officer [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Compensation     $ 800,000                          
City of Hope [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Aggregate commitments expected                       69,681   69,681 69,681  
Moffitt Cancer Center and Research Institute Hospital Inc [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Research and development costs                             147,572  
GEIS [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Amount related to milestone payment                             684,652  
NDA Consulting Corp [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Consulting and advisory fee                   $ 4,000   4,000 4,000   8,000 8,000
Clinical Trial Research Agreement [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Advance amount related to milestone payment                             6,000 6,073
Research and development costs                             12,000 9,405
Clinical Trial Research Agreements [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Research and development costs                           143,074    
Other Clinical Agreements [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Research and development costs                             1,144,000  
Collaboration Agreement [Member] | GEIS [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Research and development costs                       268,829 0   268,829 0
Aggregate commitments expected                       3,536,000   3,536,000 3,536,000  
Collaboration Agreement [Member] | Bio Pharma Works LLC [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Consulting and advisory fee                 $ 10,000              
Reimbursed expense                       30,000 30,000   60,000 60,000
Clinical Research Support Agreement [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Aggregate commitments expected                       800,000   800,000 800,000  
Clinical Research Support Agreement [Member] | City of Hope [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Research and development costs                             69,001 0
Aggregate commitments expected                       2,433,000   2,433,000 2,433,000  
Total costs                       447,512   447,512 447,512  
Work Order Agreement [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Aggregate commitments expected                       153,000   153,000 153,000  
Total costs                       6,250   6,250 6,250  
Work Order Agreement [Member] | City of Hope [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Advance amount related to milestone payment                       5,687 11,235   11,240 15,735
Research and development costs             $ 335,000                  
Aggregate commitments expected                       267,000   267,000 267,000  
Work Order Agreement [Member] | Theradex Systems, Inc. [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Research and development costs                         4,558   6,250 7,839
Work cost $ 153,000                              
Percentage of payment through services 7200.00%                              
Percentage of payment through software 2800.00%                              
Work Order Agreement [Member] | Moffitt Cancer Center and Research Institute Hospital Inc [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Research and development costs                       10,997     20,284  
Exclusive License Agreement [Member] | First Four Years [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Minimum payments for royalties                             50,000  
Exclusive License Agreement [Member] | Five Years And Thereafter [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Minimum payments for royalties                             100,000  
Exclusive License Agreement [Member] | Moffitt Cancer Center and Research Institute Hospital Inc [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Non refundable license issue fee               $ 25,000                
Maintenance fee               25,000                
Payment on non refundable milestone               $ 1,897,000                
Operating costs and expenses                       6,233 6,233   12,398 12,398
Employment Agreement [Member] | Executive Officers [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Salary and compensation                     $ 640,000          
Agreement term description                     one-year periods          
Employment Agreement [Member] | Dr.James [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Annual compensation           $ 775,000                    
Development Collaboration Agreement [Member] | Netherlands Cancer Institute [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Advance amount related to milestone payment                       53,178 48,886   105,381 103,116
Research and development costs                             364,788  
Aggregate commitments expected                       53,000   $ 53,000 53,000  
MRI Global [Member]                                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                                
Advance amount related to milestone payment                       $ 4,010 $ 19,597   7,183 $ 20,353
Research and development costs                             $ 225,924  
Contract price   $ 326,274     $ 273,980                      
v3.23.2
Subsequent Events (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jul. 24, 2023
Jul. 20, 2023
Mar. 10, 2023
Apr. 12, 2022
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 02, 2023
Subsequent Event [Line Items]                
Proceeds from Stock Options Exercised           $ 6,281  
Placement Agents [Member]                
Subsequent Event [Line Items]                
Warrant exercise price   $ 6.60   $ 20.00        
Warrants to purchase shares   35,000   29,000        
Common Stock [Member]                
Subsequent Event [Line Items]                
Shares issued during period     1,250   290,000   290,000  
Warrant exercise price               $ 5.70
Costs of public offering       $ 658,616        
Net proceeds from issuance of stock       $ 5,141,384        
Warrant [Member]                
Subsequent Event [Line Items]                
Shares issued during period     1,250          
Warrant exercise price     $ 5.025          
Subsequent Event [Member] | Common Stock [Member]                
Subsequent Event [Line Items]                
Shares issued during period   180,000            
Share issued price per share   $ 6.00            
Proceeds from issuance of private placement   $ 3,500,000            
Costs of public offering   375,000            
Net proceeds from issuance of stock   $ 3,125,000            
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right 403,334              
Subsequent Event [Member] | Prefunded Warrant [Member]                
Subsequent Event [Line Items]                
Shares issued during period   403,334            
Share issued price per share   $ 5.9999            
Warrant exercise price $ 0.0001 $ 0.0001            
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right 403,334              
Proceeds from Stock Options Exercised $ 40              
Subsequent Event [Member] | Warrant [Member]                
Subsequent Event [Line Items]                
Shares issued during period   583,334            
Share issued price per share   $ 6.00            

Lixte Biotechnology (NASDAQ:LIXT)
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