0001558370-23-006085 | 10-K | XBRL Viewer

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Schedule of accrued expenses and other current liabilities


	December 31,		December 31,
	2022		2021
Accrued consulting and outside services	$	212,900	$	467,100
Accrued compensation		668,700		273,900
Total	$	881,600	$	741,000

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets (liabilities):
Net operating loss carryforward	$ 12,668,900	$ 8,135,900
Stock compensation expense	3,371,900	4,169,200
Research and development tax credit	874,400	874,400
Sec. 174 R&E	2,293,000
Property and equipment	105,800
Intangible assets	88,500	95,300
Lease liability	428,400
Accruals	158,500
Total gross deferred tax assets	19,989,400	13,274,800
Valuation allowance	(19,563,500)	(13,274,100)
Property and equipment		$ (700)
Right-of-use assets	$ (425,900)

SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	15.SUBSEQUENT EVENTS Note Purchase Agreement On January 20, 2023 (the “Issuance Date”), the Company entered into a note purchase agreement (the “Agreement”) with an accredited investor (the “Investor”) and pursuant to the Agreement issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to the Investor. The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the “Stated Rate”) and matures on January 20, 2024 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest under the Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws. The Note is convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $10.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 136,015 shares (the “Share Cap”), representing 19.9% of the total issued and outstanding shares of Common Stock as of January 20, 2023, in the event that the Conversion Price is lower than $6.22 per share, representing the lower of the closing price immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date. In connection with the note purchase agreement entered into by the Company on January 20, 2023, the Company, issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to the Investor (as defined in the Agreement) on February 21, 2023. The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the “Stated Rate”) and matures on February 21, 2024 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest under the Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws. The Note is convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $7.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 192,385 shares (the “Share Cap”), representing 19.9% of the total issued and outstanding shares of Common Stock as of February 21, 2023, in the event that the Conversion Price is lower than $4.62 per share, representing the lower of the closing price immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date. The unpaid principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however, that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu or junior to the obligations under the Note, which are secured by all of the Company’s right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the “UCC”) and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note. Exchange Agreement On March 28, 2023, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with the holder of promissory notes of the Company (the “Holder”) pursuant to which the Holder agreed to exchange aggregate principal amount of $8 million of the Company’s 25% Senior Secured Convertible Promissory Notes (the “Exchange Notes”) for 8,000 shares of Series C Convertible Voting Preferred Stock (the “Series C Stock”). In addition, on March 28, 2023, the Company pursuant to the previously disclosed note purchase agreement dated January 20, 2023 (the “Agreement”) issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to the Holder. The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the “Stated Rate”) and matures on March 28, 2024 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest under the Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws. The Note is convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $6.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 195,751 shares (the “Share Cap”), representing 19.9% of the total issued and outstanding shares of Common Stock as of March 28, 2023, in the event that the Conversion Price is lower than $3.84 per share, representing the lower of the closing price immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date. The unpaid principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however, that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu or junior to the obligations under the Note, which are secured by all of the Company’s right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the “UCC”) and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note. Reverse Stock Split As previously disclosed, the Company held a special meeting of stockholders on March 7, 2023 (the “Meeting”). At the Meeting, the Company’s stockholders approved a proposal to amend the Company’s Certificate of Incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.001, within a range of one-for-two (1-for-2) to a maximum of a one-for-thirty (1-for-30) split, with the exact ratio to be determined by the Company’s board of directors in its sole discretion. Following the Meeting, the board of directors approved a one-for-thirty (1-for-30) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On March 10, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on March 10, 2023, and the Company’s common stock is expected to begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on March 13, 2023. When the Reverse Stock Split became effective, every 30 shares of the Company’s issued and outstanding common stock were automatically combined, converted and changed into 1 share of the Company’s common stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that was created as a result of the Reverse Stock Split was rounded up to the next whole share. Holders of the Company’s common stock held in book-entry form or through a bank, broker or other nominee did not need to take any action in connection with the Reverse Stock Split. Stockholders of record received information from the Company’s transfer agent regarding their common stock ownership post-Reverse Stock Split. The Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the existing symbol “KRBP”, but the security has been assigned a new CUSIP number (497634204). NASDAQ Letter On March 14, 2023, the Company received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company did not maintain a minimum bid price of at least $1.00 for a minimum of ten (10) consecutive business days before the end of the Nasdaq grace period and, therefore, did not regain compliance with Listing Rule 5550(a)(2) by March 13, 2023, as required. As a result of the foregoing, the Staff informed the Company that its common stock would be subject to delisting from The Nasdaq Capital Market on March 23, 2023, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). Accordingly, the Company intends to timely request a hearing before the Panel, which request will stay any delisting action by Nasdaq at least pending the issuance of the Panel’s decision following the hearing and the expiration of any additional extension period granted by the Panel following the hearing. At the hearing, the Company will present its plan to evidence compliance with the minimum bid price requirement as well as present its plan to comply with Nasdaq’s $2,500,000 minimum stockholders’ equity requirement for continued listing as set forth in Listing Rule 5550(b)(1). In that regard, the stockholders’ equity issue would serve as a separate basis for delisting. Pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension period not to exceed September 11, 2023. Notwithstanding, there can be no assurance that the Panel will grant the Company an additional extension period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market. On March 28, 2023, the Company was notified by Nasdaq that compliance with the bid price deficiency has been cured and now the Company complies with Listing Rule 5550(a)(2). However, the Company remains out of compliance with respect to the stockholders’ equity requirement set forth in Listing Rule 5550(b)(1).

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

15.SUBSEQUENT EVENTS

Note Purchase Agreement

On January 20, 2023 (the “Issuance Date”), the Company entered into a note purchase agreement (the “Agreement”) with an accredited investor (the “Investor”) and pursuant to the Agreement issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to the Investor. The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the “Stated Rate”) and matures on January 20, 2024 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest under the Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws.

The Note is convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $10.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 136,015 shares (the “Share Cap”), representing 19.9% of the total issued and outstanding shares of Common Stock as of January 20, 2023, in the event that the Conversion Price is lower than $6.22 per share, representing the lower of the closing price

immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date.

In connection with the note purchase agreement entered into by the Company on January 20, 2023, the Company, issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to the Investor (as defined in the Agreement) on February 21, 2023. The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the “Stated Rate”) and matures on February 21, 2024 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest under the Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws.

The Note is convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $7.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 192,385 shares (the “Share Cap”), representing 19.9% of the total issued and outstanding shares of Common Stock as of February 21, 2023, in the event that the Conversion Price is lower than $4.62 per share, representing the lower of the closing price immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date.

The unpaid principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however, that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu or junior to the obligations under the Note, which are secured by all of the Company’s right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the “UCC”) and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note.

Exchange Agreement

On March 28, 2023, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with the holder of promissory notes of the Company (the “Holder”) pursuant to which the Holder agreed to exchange aggregate principal amount of $8 million of the Company’s 25% Senior Secured Convertible Promissory Notes (the “Exchange Notes”) for 8,000 shares of Series C Convertible Voting Preferred Stock (the “Series C Stock”).

In addition, on March 28, 2023, the Company pursuant to the previously disclosed note purchase agreement dated January 20, 2023 (the “Agreement”) issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to the Holder. The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the “Stated Rate”) and matures on March 28, 2024 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest under the Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws.

The Note is convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $6.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 195,751 shares (the “Share Cap”), representing 19.9% of the total issued and outstanding shares of Common Stock as of March 28, 2023, in the event that the Conversion Price is lower than $3.84 per share, representing the lower of the closing price immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date.

secured by all of the Company’s right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the “UCC”) and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note.

Reverse Stock Split

As previously disclosed, the Company held a special meeting of stockholders on March 7, 2023 (the “Meeting”). At the Meeting, the Company’s stockholders approved a proposal to amend the Company’s Certificate of Incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.001, within a range of one-for-two (1-for-2) to a maximum of a one-for-thirty (1-for-30) split, with the exact ratio to be determined by the Company’s board of directors in its sole discretion.

Following the Meeting, the board of directors approved a one-for-thirty (1-for-30) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On March 10, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on March 10, 2023, and the Company’s common stock is expected to begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on March 13, 2023.

When the Reverse Stock Split became effective, every 30 shares of the Company’s issued and outstanding common stock were automatically combined, converted and changed into 1 share of the Company’s common stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that was created as a result of the Reverse Stock Split was rounded up to the next whole share. Holders of the Company’s common stock held in book-entry form or through a bank, broker or other nominee did not need to take any action in connection with the Reverse Stock Split. Stockholders of record received information from the Company’s transfer agent regarding their common stock ownership post-Reverse Stock Split.

The Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the existing symbol “KRBP”, but the security has been assigned a new CUSIP number (497634204).

NASDAQ Letter

On March 14, 2023, the Company received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company did not maintain a minimum bid price of at least $1.00 for a minimum of ten (10) consecutive business days before the end of the Nasdaq grace period and, therefore, did not regain compliance with Listing Rule 5550(a)(2) by March 13, 2023, as required.

As a result of the foregoing, the Staff informed the Company that its common stock would be subject to delisting from The Nasdaq Capital Market on March 23, 2023, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). Accordingly, the Company intends to timely request a hearing before the Panel, which request will stay any delisting action by Nasdaq at least pending the issuance of the Panel’s decision following the hearing and the expiration of any additional extension period granted by the Panel following the hearing. At the hearing, the Company will present its plan to evidence compliance with the minimum bid price requirement as well as present its plan to comply with Nasdaq’s $2,500,000 minimum stockholders’ equity requirement for continued listing as set forth in Listing Rule 5550(b)(1). In that regard, the stockholders’ equity issue would serve as a separate basis for delisting.

Pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension period not to exceed September 11, 2023. Notwithstanding, there can be no assurance that the Panel will grant the Company an additional extension period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.

On March 28, 2023, the Company was notified by Nasdaq that compliance with the bid price deficiency has been cured and now the Company complies with Listing Rule 5550(a)(2). However, the Company remains out of compliance with respect to the stockholders’ equity requirement set forth in Listing Rule 5550(b)(1).

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT, NET

Schedule of property and equipment


	December 31,		December 31,
	2022		2021
Equipment	$	3,041,900	$	1,593,100
Leasehold improvements		7,298,500		1,464,700
Office furniture, fixtures, and equipment		137,300		16,600
Software		359,500		359,500
Construction in progress		—		1,226,600
		10,837,200		4,660,500
Less: Accumulated depreciation		(2,700,300)		(1,031,500)
Total	$	8,136,900	$	3,629,000

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

13.STOCK-BASED COMPENSATION

2017 Stock Incentive Plan— Restricted Stock Units

In January 2017, the Board approved the adoption of the 2017 Plan. The 2017 Plan permitted the Company to grant up to 56,954 shares of the Company’s common stock awards, including incentive stock options; non-statutory stock options; and conditional share awards to employees, directors, and consultants of the Company. All granted shares that are canceled, forfeited, or expired are returned to the 2017 Plan and are available for grant in conjunction with the issuance of new common stock awards. RSUs vest over a specified amount of time or when certain performance metrics are achieved by the Company.

In the year ended December 31, 2021, the fair value of the shares of common stock underlying RSUs was determined by the closing stock price listed on the Nasdaq Capital Market on the grant date.

The following table summarizes the activity for all RSUs outstanding under the 2017 Plan at:


	2022			2021
		Weighted Average			Weighted Average
		Grant Date			Grant Date
		Fair Value			Fair Value
	Shares	Per Share		Shares	Per Share
Nonvested RSUs at beginning of year, as restated	17,028	$	374.40	31,542	$	384.30
Granted	—		—	5,555		239.40
Vested, as restated	(433)		297.00	(13,130)		336.30
Cancelled and forfeited	(15,945)		382.50	(6,939)		383.70
Nonvested RSUs at December 31, as restated	650	$	259.50	17,028	$	374.40

Subsequent to the issuance of the December 31, 2021, consolidated financial statements, the Company identified an error related to the calculation of the number of vested shares of restricted stock units related to the Company’s 2017 Equity Incentive Plan. The Company used an incorrect number of vested shares of restricted stock units for the year ended December 31, 2021. Accordingly, the Company restated the number of vested shares of restricted stock units for the year ended December 31, 2021, from 1,260 shares to 13,130 shares, and the resulting total non-vested restricted stock units at December 31, 2021 from 28,899 shares to 17,028 shares. Additionally, the weighted average grant date fair value of vested shares for the year ended December 31, 2021, was restated from $195.30 per share to $336.30 per share, and the weighted average grant date fair value for total nonvested restricted stock units as of December 31, 2021, was restated from $364.80 per share to $374.40 per share. This change did not have any impact on our earnings per share calculations, nor did it have any impact on any previous disclosures related to potentially dilutive securities excluded from the computations of diluted weighted-average shares of common stock outstanding. The Company has evaluated the materiality of this error and concluded that it was not material to the December 31, 2021, consolidated financial statements.

Total stock compensation expense recognized from stock-based compensation awards classified as RSUs were recognized in the consolidated statements of operations for the years ended December 31, 2022 and 2021, as follows:


	Year Ended
	December 31,
	2022		2021
Research and development	$	38,900	$	2,070,600
General and administrative		22,200		1,053,900
Total	$	61,100	$	3,124,500

On August 20, 2020, the Board effected certain RSU grant modifications, which resulted in $598,900 and $1,286,800 of stock compensation expense allocable to research and development and general and administrative, respectively, during the year ended December 31, 2021. Included in those amounts were incremental compensation costs of $52,500 and $115,200 of stock compensation expense allocable to research and development and general and administrative, respectively, during the year ended December 31, 2021. There was no effect from RSU modifications during the year ended December 31, 2022.

2017 Stock Incentive Plan— Stock Options

There were no stock option grants from the 2017 Plan during the year ended December 31, 2022. The Black-Scholes option-pricing model was used to estimate the fair value of stock options with the following weighted-average assumptions granted during the year ended December 31, 2021:


	December 31,
	2021
Risk-free interest rate	1.09	%
Expected volatility	83.34	%
Expected life (years)	6.22
Expected dividend yield	0	%

The following table summarizes the activity for all stock options outstanding at December 31 under the 2017 Plan:


	2022			2021
		Weighted			Weighted
		Average			Average
		Exercise			Exercise
	Shares	Price		Shares	Price
Options outstanding at beginning of year, as restated	12,697	$	257.10	16,324	$	300.90
Granted	—		—	4,901		254.10
Exercised	—		—	(630)		199.20
Cancelled and forfeited	(1,411)		277.50	(7,898)		350.40
Balance at December 31:	11,286	$	254.40	12,697	$	257.10
Options exercisable at December 31, as restated	11,218	$	256.20	12,418	$	254.70
Weighted average grant date fair value for options granted during the year:		$	—		$	254.10

The intrinsic value of the options exercised during the year ended December 31, 2021 was $33,000. In addition, the weighted average remaining contractual life for the options is 4.93 years and 5.45 years as of December 31, 2022 and 2021, respectively. The options have no intrinsic value as of December 31, 2022 or 2021, respectively.

Total stock compensation expense recognized from stock-based compensation awards classified as stock options were recognized in the consolidated statements of operations for the years ended December 31, 2022 and 2021, as follows:


	Year Ended
	December 31,
	2022		2021
Research and development	$	65,000	$	176,600
General and administrative		30,000		274,600
Total	$	95,000	$	451,200

On August 20, 2020, the Board effected certain stock option grant modifications which resulted in $34,900 stock compensation expense allocable to general and administrative for the year ended December 31, 2021. Included in that amount were $16,000 incremental compensation costs resulting from the modifications for the year ended December 31, 2021. There were no effects from stock option modifications during the year ended December 31, 2022.

As of December 31, 2022, total unrecognized stock compensation expense is $4,700, related to unvested stock options to be recognized over the remaining weighted-average vesting period of 0.29 years.

2021 Stock Incentive Plan—Restricted Stock Units

In June 2021, the Company’s board of directors approved the adoption of the 2021 Plan. The 2021 Plan permits the Company to grant up to 40,576 shares of the Company’s common stock awards, including incentive stock options; non-

statutory stock options; and conditional share awards to employees, directors, and consultants of the Company. All granted shares that are canceled, forfeited, or expired are returned to the 2021 Plan and are available for grant in conjunction with the issuance of new common stock awards. RSUs vest over a specified amount of time or when certain performance metrics are achieved by the Company.

In years ended December 31, 2022 and 2021, the fair value of the shares of common stock underlying RSUs was determined by the closing stock price listed on the Nasdaq Capital Market on the grant date.

The following table summarizes the activity for all RSUs outstanding under the 2021 Plan at:


	2022			2021
		Weighted Average			Weighted Average
		Grant Date			Grant Date
		Fair Value			Fair Value
	Shares	Per Share		Shares	Per Share
Nonvested RSUs at beginning of year, as restated	2,068	$	165.60	—	$	—
Granted	24,610		12.30	3,420		156.00
Vested	(25,241)		33.00	(1,263)		142.50
Cancelled and forfeited	(753)		206.40	(89)		126.60
Nonvested RSUs at December 31, as restated	684	$	4.44	2,068	$	165.60

Total stock compensation expense recognized from stock-based compensation awards classified as RSUs were recognized in the consolidated statements of operations for years ended December 31, 2022 and 2021, as follows:


	Year Ended
	December 31,
	2022		2021
Research and development	$	56,300	$	34,300
General and administrative		302,200		152,900
Total	$	358,500	$	187,200

2021 Stock Incentive Plan — Stock Options

The Black-Scholes option-pricing model was used to estimate the fair value of stock options with the following weighted average assumptions for the year ended December 31:


	2022
Risk-free interest rate	2.99	%
Expected volatility	119.55	%
Expected life (years)	5.1
Expected dividend yield	0	%

In the year ended December 31, 2022, the fair value of the common shares underlying the stock options was determined by the closing stock price listed on the Nasdaq Capital Market on the grant date.

The following table summarizes the activity for all stock options outstanding at December 31, 2022 under the 2021 Plan:


	2022
		Weighted
		Average
		Exercise
	Shares	Price
Options outstanding at beginning of year	—	$	—
Granted	24,480		12.90
Exercised	—		—
Cancelled and forfeited	(3,060)		—
Balance at December 31	21,420	$	12.90
Options exercisable at December 31:	21,420	$	12.90
Weighted average grant date fair value for options granted during the year:		$	10.80

In addition, the stock options had weighted average remaining contractual life of 5.43 years. The stock-based compensation expense related to stock options was $230,835 during the year ended December 31, 2022. All of the stock-based compensation expense was allocated to general and administrative expense in the consolidated statement of operations.

As of December 31, 2022, there is no unrecognized stock compensation expense as all the stock options are vested as of December 31, 2022. The options have no intrinsic value as of December 31, 2022.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued consulting and outside services	$ 212,900	$ 467,100
Accrued compensation	668,700	273,900
Total	$ 881,600	$ 741,000

INCOME TAXES - Net Operating Loss Carryforward (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
U.S.
Operating loss carryforwards
Net operating loss carryforwards	$ 60,328,168	$ 38,742,400

NET LOSS PER COMMON SHARE

12 Months Ended

Dec. 31, 2022

NET LOSS PER COMMON SHARE

NET LOSS PER COMMON SHARE

3.	NET LOSS PER COMMON SHARE

Basic and diluted net loss per common share is determined by dividing net loss less deemed dividends by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the stock options, RSUs and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average common shares outstanding used to calculate both basic and diluted loss per common shares are the same. The following table illustrates the computation of basic and diluted loss per share:


	Year Ended
	December 31,
	2022		2021
Net loss	$	(34,731,000)	$	(25,588,700)
Less: Initial Public Offering Common Stock discount amortization		(100,000)		(100,000)
Less: Public Offering Common Stock discount amortization		(244,800)		(122,000)
Net loss attributable to common shareholders	$	(35,075,800)	$	(25,810,700)
Weighted average common shares outstanding, basic and diluted		544,475		380,569
Net loss per share, basic and diluted	$	(64.42)	$	(67.82)

For the years ended December 31, 2022 and 2021, there were 1,700 and 2,447 RSUs that were potentially dilutive securities excluded from the computations of diluted weighted-average shares of common stock. In addition, there were up to 109,590 shares potentially dilutive securities resulting from the Senior Secured Convertible Promissory Note, if converted into shares at December 31, 2022.

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

INCOME TAXES

Schedule of reconciliation of the effective income tax rate to the statutory federal income tax rate


	2022		2021
Federal income tax at statutory rates	21	%	21	%
Federal income tax rate reduction
Change in valuation allowance	(21)		(21)
Effective income tax rate	—	%	—	%

Schedule of tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets


	2022	2021
Deferred tax assets (liabilities):
Net operating loss carryforward	12,668,900	8,135,900
Stock compensation expense	3,371,900	4,169,200
Research and development tax credit	874,400	874,400
Sec. 174 R&E	2,293,000	-
Property and equipment	105,800	-
Intangible assets	88,500	95,300
Lease liability	428,400	-
Accruals	158,500	-
Total gross deferred tax assets	19,989,400	13,274,800
Valuation allowance	(19,563,500)	(13,274,100)
Property and equipment	-	(700)
Right-of-use assets	(425,900)	-
Net deferred tax assets (liabilities)	-	-

Condensed Consolidated Statements of Stockholders' (Deficit) Equity - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at beginning of period at Dec. 31, 2020	$ 245	$ 52,989,655	$ (41,627,800)	$ 11,362,100
Balance at beginning of period (in shares) at Dec. 31, 2020	244,433
Common stock issuance net of issuance costs and discount amortization	$ 267	36,288,633		36,288,900
Common stock issuance net of issuance costs and discount amortization (in shares)	266,667
Warrants underlying common stock issuance		829,200		829,200
Exercised stock options	$ 1	125,399		125,400
Exercised stock options (in shares)	630
Released restricted stock units (in shares)	1,775
Common shares issued for Insilico Solutions LLC Membership Purchase Agreement	$ 2	399,998		400,000
Common shares issued for Insilico Solutions LLC Membership Purchase Agreement (in shares)	1,673
Restricted stock units issued for Insilico Solutions LLC Membership Purchase Agreement	$ 1	139,999		140,000
Restricted stock units issued for Insilico Solutions LLC Membership Purchase Agreement (in shares)	1,106
Stock compensation expense		3,762,900		3,762,900
Net loss			(25,588,700)	(25,588,700)
Balance at end of period at Dec. 31, 2021	$ 516	94,535,784	(67,216,500)	27,319,800
Balance at end of period (in shares) at Dec. 31, 2021	516,284
Common stock discount amortization		344,800		344,800
Warrants underlying common stock issuance		(344,800)		(344,800)
Released restricted stock units	$ 35	(35)
Released restricted stock units (in shares)	35,257
Commitment shares issuance from standby equity purchase agreement	$ 20	(20)
Commitment shares issuance from standby equity purchase agreement (in shares)	20,111
Letter agreement share issuance	$ 33	(33)
Letter agreement share issuance (in shares)	33,333
Conversion of subordinated convertible notes into shares of common stock	$ 44	399,356		399,400
Conversion of subordinated convertible notes into shares of common stock (in shares)	43,399
Stock compensation expense		1,237,100		1,237,100
Net loss			(34,731,000)	(34,731,000)
Balance at end of period at Dec. 31, 2022	$ 648	$ 96,172,152	$ (101,947,500)	$ (5,774,700)
Balance at end of period (in shares) at Dec. 31, 2022	648,384

INCOME TAXES

12 Months Ended

Dec. 31, 2022

INCOME TAXES

INCOME TAXES

14.	INCOME TAXES

For the years ended December 31, 2022 and 2021, the Company recognized no provision or benefit from income taxes.

The following is a reconciliation of the effective income tax rate to the statutory federal income tax rate for the years ended December 31, 2022 and 2021.


	2022		2021
Federal income tax at statutory rates	21	%	21	%
Federal income tax rate reduction
Change in valuation allowance	(21)		(21)
Effective income tax rate	—	%	—	%

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. The Company recorded a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets as of December 31, 2022 and 2021 due to the significant uncertainty about the realization of the deferred tax asset until the Company can operate profitably.

The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows as of December 31:


	2022	2021
Deferred tax assets (liabilities):
Net operating loss carryforward	12,668,900	8,135,900
Stock compensation expense	3,371,900	4,169,200
Research and development tax credit	874,400	874,400
Sec. 174 R&E	2,293,000	-
Property and equipment	105,800	-
Intangible assets	88,500	95,300
Lease liability	428,400	-
Accruals	158,500	-
Total gross deferred tax assets	19,989,400	13,274,800
Valuation allowance	(19,563,500)	(13,274,100)
Property and equipment	-	(700)
Right-of-use assets	(425,900)	-
Net deferred tax assets (liabilities)	-	-

As of December 31, 2022 and 2021, the Company has U.S. net operating loss ("NOL") carryforwards of $60,328,168 and $38,742,400, respectively. The majority of these NOLs do not expire. The NOL carryforwards may be subject to annual limitations due to "change in ownership" provisions of Internal Revenue Code Section 382 ("Section 382") that can be triggered due to future ownership changes. Additionally, the NOL loss carryforwards are subject to examination and adjustments by the Internal Revenue Service until the statute of limitations closes on the year in which the NOL is utilized. Under Section 382, a corporation that undergoes an “ownership change” is subject to an annual limitation on its ability to utilize its pre-change NOL, tax credits or other tax attributes to offset future taxable income or taxes. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of stockholders who own greater than 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. The Company recently performed a Section 382 study through December 31, 2021 to determine whether any of our existing NOLs, tax credits, or other tax attributes would be subject to such limitation. The Company determined, based on that study, that it underwent an “ownership change” during the years ended December 31, 2021 and 2020. The Company believes that the annual limitation will not result in the expiration of any NOLs prior to utilization. However, the annual limitation would result in the expiration of a portion of the research and development tax credit as of December 31, 2021. The Company did not undergo a Section 382 study for the year ended December 31, 2022.

- Definition

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

+ References

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

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

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

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

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

+ Details

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (Details)	Dec. 12, 2022 USD ($)	Oct. 21, 2022 USD ($) D EquityInstruments $ / shares	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Current loan payable
Common stock, par value (in dollars per share)			$ 0.001	$ 0.001
25% Senior Secured Convertible Promissory Note, Maturing 2023 \| Notes Payable
Current loan payable
Interest rate (as a percent)	25.00%	25.00%
Convertible promissory notes \| $	$ 4,000,000	$ 2,000,000
Interest rate increase to per annum	27.00%	27.00%
Common stock, par value (in dollars per share)		$ 0.001
Conversion price		$ 10.50
Maximum beneficial ownership percentage		9.99%
Maximum shares to be issued under conversion \| EquityInstruments		109,590
Percentage of total issued and outstanding shares		19.90%
Threshold conversion price (in dollars per share)		$ 9.80
Debt instrument, convertible, threshold trading days \| D		5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nonvested Stock Options and Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Jul. 02, 2021	Oct. 15, 2020
Nonvested Stock Options
Expected dividend yield	0.00%
Restricted Stock Units
Nonvested Stock Options
Period, after vesting, during which shares are released to grantee	60 days
Stock Options
Nonvested Stock Options
Expiration period	10 years
Minimum \| Restricted Stock Units
Nonvested Stock Options
Vesting period	6 months
Maximum \| Restricted Stock Units
Nonvested Stock Options
Vesting period	12 months
Annual Vesting Conditions
Nonvested Stock Options
Vesting period	4 years
Monthly Vesting Conditions \| Minimum
Nonvested Stock Options
Vesting period	10 months
Monthly Vesting Conditions \| Maximum
Nonvested Stock Options
Vesting period	48 months
Public Offering
Warrants
Share price		$ 150.00
Common Stock Warrants - Representative
Nonvested Stock Options
Expected dividend yield	0.00%
Common Stock Warrants - Representative \| Initial Public Offering
Warrants
Share price	$ 12.00
Warrant exercise price	15.00		$ 450.00
Common Stock Warrants - Representative \| Public Offering
Warrants
Share price	5.00
Warrant exercise price	$ 6.25	$ 187.50

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

10.COMMITMENTS AND CONTINGENCIES

License Agreements—The Company has entered into a number of licensing arrangements for various intellectual property and licensed patent rights for technologies being developed for commercial sale. As part of these arrangements, the Company is subject to contingent milestone payments in accordance with agreed-upon development objectives, as well as future royalty payments on product sales of the underlying assets. As of December 31, 2022 and 2021, the Company has not incurred any milestone or royalty liabilities related to these license agreements.

Legal Proceedings— On March 22, 2021, Jason Terrell (“Terrell”), a former consultant and a former director of the Company, commenced an action against us in the Court of Chancery of the State of Delaware, C.A. No. 2021-0248-MTZ (the “Action”). In the Action, Terrell seeks a declaratory judgment that the Company is obligated to issue him (i) options to purchase 16,667 shares of common stock at a price of $15.00 per share pursuant to an alleged 2014 consulting agreement, and (ii) options to purchase an additional 16,667 shares of common stock at a price of $5.10 per share pursuant to an alleged January 2017 non-employee director options agreement. In his complaint, Terrell also claimed that, pursuant to the operative certificate of incorporation, he is entitled to indemnification from us for attorneys’ fees and costs he incurs in connection with the Action because the Action arises in connection with his position as a former director.

The Company disputes Terrell’s claims and allegations in the Action and intends to vigorously defend against them. On May 21, 2021, the Company filed a motion to dismiss Terrell’s claims in the actions with prejudice, arguing that (i) Terrell’s options-related claims fail because his 2014 and January 2017 agreements were explicitly superseded by a later options agreement, under which Terrell relinquished his prior options; and (ii) Terrell is not entitled to indemnification because the Action relates to contracts between the Company and Terrell in his personal capacity, and not in connection with any activities or duties of Terrell in his official capacity as former director. In response to the motion, filed on June 21, 2021, Terrell withdrew his claim for indemnification, but opposed the portion seeking dismissal of his declaratory judgment claim. The motion was fully briefed with the filing of the Company’s reply brief on July 7, 2021.

Oral argument was held before the Vice Chancellor on October 20, 2021. During oral argument, the Vice Chancellor invited the parties to submit supplemental letter briefs on the question of whether the Court of Chancery even had the authority to adjudicate the Action in light of the delegation of authority in Terrell’s most recent stock option agreement with the Company (the “SOA”) to the Company’s Compensation Committee to resolve all disputes regarding the interpretation of the SOA. The parties submitted simultaneous supplemental letters briefs on this issue on November 15, 2021. On January 20, 2022, the Vice Chancellor issued her decision on our motion to dismiss, ruling that the Action is stayed until the Compensation Committee itself resolves whether it has sole authority to resolve the parties’ contract interpretation dispute. On August 2, 2022 the Vice Chancellor issued an order dismissing the action, but Terrell filed a notice of appeal to the Delaware Supreme Court later that month. The appeal remains pending.

Subsequently, the parties agreed upon a process for coordinating submissions and/or presentations to the Compensation Committee. The parties made their respective written submissions to the Compensation Committee on March 31, 2022, and on July 21, 2022, the Compensation Committee determined that (i) the Compensation Committee has sole authority

under the SOA to resolve the parties’ contract interpretation dispute, and (ii) Terrell’s most recent options agreement superseded and nullified any option rights Terrell may have had under his prior agreements. On August 2, 2022, the Vice Chancellor issued an order dismissing the Action for lack of subject matter jurisdiction.

On August 23, 2022, Terrell filed a notice of appeal of the Vice Chancellor’s order of dismissal to the Delaware Supreme Court. The appeal was fully briefed between October and November 2022, and oral argument was held before the Delaware Supreme Court on February 8, 2023. The Delaware Supreme Court reserved decision, and the appeal remains pending and undecided as of the date of this filing.

In a separate matter, on or about August 17 and 23, 2021, Tony Tontat, who at the time was the Chief Financial Officer and a member of the Board, submitted substantially identical reports (the “Complaints”) through the Company’s complaint hotline. These Complaints, alleged, among other topics, risks associated with the Company’s public disclosures in securities filings and in statements made to the public, investors, and potential investors regarding (i) the anticipated timing of the FDA authorization of the IND applications and (ii) the anticipated timing of human clinical trials. These Complaints were subsequently submitted to the Audit Committee of the Board.

After receiving the Complaints, the Audit Committee recommended that the Board form, and the Board did in turn form, a Special Committee comprised of three independent directors (the “Special Committee”) to review the Complaints and

other related issues (the “Internal Review”). The Special Committee retained an independent counsel to assist it in conducting the Internal Review.

On February 2, 2022, following the conclusion of the Internal Review, the Company’s Special Committee reported the results of its Internal Review to the Board. The Board approved certain actions to address the fact that the Company had received communications from the FDA on June 16 and June 17, 2021 that the FDA was placing the IND applications that the Company submitted to the FDA on May 14 and May 17, 2021 for the ALEXIS-PRO-1 and ALEXIS-ISO-1 product candidates, respectively, on clinical hold (the “June 16 and 17 FDA Communications”). On July 13, 2021, the Company received the FDA’s formal clinical hold letters, which asked the Company to address key components regarding the chemical, manufacturing, and control components of the IND applications. On July 16, 2021, the Company issued a press release disclosing that it had received comments from the FDA on the two INDs, but did not use the term “clinical hold.” The Company then consummated a public offering of $40 million of its common stock pursuant to the Registration Statement on July 2, 2021. On August 13, 2021, the Company issued a press release announcing that these INDs were placed on clinical hold. The Company did not disclose the June 16 and 17, 2021 FDA Communications in (i) the Registration Statement on Form S-1 (Registration No. 333-257427) that was filed on June 25, 2021 and declared effective on June 29, 2021, nor the final prospectus contained therein dated June 29, 2021 (collectively, the “Registration Statement”); or (ii) the Form 10-Q for the fiscal quarter ended June 30, 2021 that was filed with the Securities and Exchange Commission on August 13, 2021.

As a result of the disclosure omission of the June 16 and 17 FDA Communications, on March 7, 2022, entities related to Sabby Management LLC (the “Sabby Entities”) and Empery Asset Management, LP (the “Empery Entities”) filed a complaint in the United States District Court for the Southern District of New York asserting claims against the Company and certain current and former officers and directors of the Company for alleged violations of Sections 11, 12, and 15 of the Securities Act of 1933 in connection with the purchase of common stock through the Company’s public offering that closed on July 2, 2021. On July 1, 2022, the defendants filed motions to dismiss the complaint. In response, on July 22, 2022, the plaintiffs amended their complaint to, among other things, include the Company’s underwriters on the July 2, 2021 public offering, ThinkEquity LLC, as a defendant. The plaintiffs seek unspecified damages; rescission to the extent they still hold the Company’s securities, or if sold, rescissory damages; reasonable costs and expenses, including attorneys’ and experts’ fees; and other unspecified equitable and injunctive relief. The two parties reached a settlement agreement in principle on September 26, 2022, which the Company’s board of directors approved on September 27, 2022. The settlement contained a cash component of $75,000 payable to Sabby Entities and $75,000 to Empery Entities.

As part of the settlement, the Company also agreed to issue subordinated convertible notes (the “Settlement Notes”) in the aggregate principal amount of $1,656,720 to each of the Empery Entities and the Sabby Entities. The Settlement Notes are convertible into shares (the “Conversion Shares”) of the Company’s common stock at an initial conversion price per share of $9.20 and can be convertible into a maximum of 180,000 shares of the Company’s common stock to each of the Empery Entities and Sabby Entities, subject to the adjustment of the conversion price and a beneficial ownership limitation equivalent to 9.99%. On November 2, 2022, the United States District Court for the Southern District of New York granted a motion jointly filed by the plaintiffs and defendants, pursuant to which the Settlement Notes will be unrestricted and exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Conversion Shares, when issued upon conversion of the Settlement Notes in accordance with the terms set forth therein, will also be unrestricted and exempt from the registration requirements of the Securities Act.

This settlement loss resulted in an expense charged as a separate line item within Other expenses on the consolidated statement of operations for $3,463,000 for the year ended December 31, 2022. There was also a related subordinated convertible promissory note totaling $2,914,000 on the balance sheet at December 31, 2022. In addition, $399,400 of the subordinated promissory notes were converted into 43,399 shares of common stock during the year ended December 31, 2022. These amounts exclude any legal and others costs that were incurred in connection with the defense of this action, and any legal and other costs incurred by the other defendants that we are required to reimburse. Subject to certain exceptions, the Company is obligated to indemnify the defendants in this action, including ThinkEquity, for their reasonable costs incurred in connection with this action and those costs could be substantial.

On August 5, 2022, Ronald H. Karp filed a class action complaint in the United States District Court for the Southern District of New York covering the same subject matter as the Sabby Entities’ and Empery Entities’ claim discussed above asserting claims against the Company and certain current and former officers and directors for alleged violations of Sections 11, 12, and 15 of the Securities Act of 1933 in connection with the purchase of common stock through the Company’s public offering that closed on July 2, 2021 and Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder in connection with the certain statements and acts made by the defendants between June 25,

2021 and August 13, 2021. On October 27, 2022, the court ordered the plaintiffs to file and serve a consolidated amended complaint within 60 days. Plaintiffs filed their amended complaint on December 21, 2022. Since then, parties in the action informed the court that they are engaging in settlement discussions. The time to respond to the complaint has not yet passed and discovery has not begun. The Company does not currently believe that it is possible to estimate a potential range of loss for this action.

On October 3, 2022, another plaintiff, Joseph Podmore, filed a class action in the United States District Court for the Southern District of New York asserting substantially identical claims against the Company and certain current and former officers and directors as the Karp class action. On October 27, 2022, the court consolidated the Podmore class action with the Karp class action and appointed the Karp plaintiffs as Lead Plaintiff. Similarly, the Company has evaluated that it is reasonably possible that other unasserted claims in future litigation and losses may occur. However, the Company is unable to estimate any possible range of loss attributed to other unasserted claims at this time.

Company 401(k) Plan— During the year ended December 31, 2022, the Company started a defined contribution 401(k) plan covering substantially all full-time employees. Employees are permitted to make voluntary contributions, which the Company matches up to a certain percentage. The plan contribution expense was $291,832 for the year ended December 31, 2022.

The Company regularly assesses all contingencies and believes, based on information presently known, the Company is not involved in any other matters that would have a material effect on the Company’s financial position, results of operations and cash flows.

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

4.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following at:


	December 31,		December 31,
	2022		2021
Equipment	$	3,041,900	$	1,593,100
Leasehold improvements		7,298,500		1,464,700
Office furniture, fixtures, and equipment		137,300		16,600
Software		359,500		359,500
Construction in progress		—		1,226,600
		10,837,200		4,660,500
Less: Accumulated depreciation		(2,700,300)		(1,031,500)
Total	$	8,136,900	$	3,629,000

Depreciation expense was $1,673,400 and $469,800 for the years ended December 31, 2022 and 2021, respectively. Depreciation expense is allocated between research and development and general and administrative operating expenses on the consolidated statements of operations.

ORGANIZATION

12 Months Ended

Dec. 31, 2022

ORGANIZATION

ORGANIZATION

KIROMIC BIOPHARMA, INC.

Notes to Consolidated Financial Statements

1.	ORGANIZATION

Nature of Business

Kiromic BioPharma, Inc. and subsidiaries (the "Company") is a clinical stage fully integrated biotherapeutics company formed under the Texas Business Organizations Code in December 2012.

The Company is an artificial intelligence-driven, end-to-end CAR-T and cell therapy company, developing the first multi-indication allogeneic CAR-T cell therapy, that exploits the natural potency of Gamma Delta T-cells (“GDTs”) to target solid cancers. The Company maintains offices in Houston, Texas. The Company has not generated any revenues to date.

From a development standpoint, the Company utilizes innovative engineered and non-engineered GDT manufacturing technologies and is developing proprietary, virus-free gene editing tools, to develop novel therapies for solid tumors that we believe will be effective and cost-efficient. The Procel, Isocel, and Deltacel product platform candidates consist of allogeneic cell therapy candidates that are currently in the preclinical development stage. Our Procel product candidate consists of engineered GDTs targeting PD-L1. Our Isocel product candidate consists of engineered GDTs targeting Mesothelin Isoform 2 positive tumors (“Iso-Meso”). Our Deltacel product candidate consists of non-engineered GDTs that have been expanded, enriched, and activated ex-vivo through a proprietary process, and are used to treat solid tumors regardless of the specific tumor antigen expression.

The Company currently has one clinical trial candidate with the Procel product candidate platform titled ALEXIS-PRO-1. The Company currently has one clinical trial candidate with the Isocel product candidate platform titled ALEXIS-ISO-1. The ALEXIS-PRO-1 clinical trial candidate is our allogeneic GDT therapy product candidate targeting PD-L1. The ALEXIS-ISO-1 clinical trial candidate is our allogeneic GDT therapy product candidate targeting an isoform of Mesothelin that is preferentially present on tumor cells, namely Iso-Meso.

The Company filed two investigational new drug (“IND”) applications in May 2021 for ALEXIS-PRO-1 and ALEXIS-ISO-1. The Food and Drug Administration (“FDA”) placed these applications under a clinical hold in June 2021. On July 13, 2021, the Company received the FDA’s formal clinical hold letters, which asked the Company to address key components regarding the chemical, manufacturing, and control components of the IND applications. Those components included tracing of all reagents used in manufacturing, flow chart of manufacturing processes, and certificate of analysis. The Company is currently working on addressing the FDA’s comments.

Reverse Stock Split — On March 10, 2023, the Company’s board of directors approved a one-for-thirty reverse split of the Company’s issued and outstanding shares of common stock (“the Reverse Stock Split”). In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded up to the next whole share. Unless noted otherwise, all common shares and per share amounts contained in the consolidated financial statements have been retroactively adjusted for the Reverse Stock Split.

Going Concern —These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had negative cash flow from operations of $23,745,900 for the year ended December 31, 2022, and an accumulated deficit of $101,947,500 as of December 31, 2022. To date, the Company has relied on equity and debt financing to fund its operations. The Company’s product candidates are still in the early stages of development, and substantial additional financing will be needed by the Company to fund its operations and ongoing research and development efforts prior to the commercialization, if any, of its product candidates. The Company does not have sufficient cash on hand or available liquidity to meet its obligations through the twelve months following the date the consolidated financial statements are issued. This condition raises substantial doubt about the Company’s ability to continue as a going concern.

Given its projected operating requirements and its existing cash and cash equivalents, management’s plans include evaluating different strategies to obtain the required funding of future operations. These plans may include, but are not limited to, additional funding from current or new investors. However, there can be no assurance that the Company will be able to secure such additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. In the event the Company is unable to secure financing sufficient to allow it to meet its obligations as they become due, the Company may need to file a voluntary petition for relief under the United States Bankruptcy Code in order to implement a restructuring plan or liquidation.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

NOTE PAYABLE (Details) - USD ($)	1 Months Ended
NOTE PAYABLE (Details) - USD ($)	Nov. 30, 2022	Nov. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Note payable
Note payable			$ 557,200	$ 454,500
Director and Officer Insurance Policy Financing
Note payable
Note payable	$ 610,700	$ 665,900	$ 557,200	$ 454,500
Interest rate	8.49%	4.59%
Note term	11 months	10 months

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently issued accounting pronouncements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Adoption of accounting pronouncements
Operating lease liability		$ 2,129,300
Operating lease right-of-use asset		$ 2,117,300
Cumulative Effect, Period of Adoption, Adjustment
Adoption of accounting pronouncements
Operating lease liability	$ 2,232,700
Operating lease right-of-use asset	$ 2,232,700
Accounting Standards Update [Extensible Enumeration]	us-gaap:AccountingStandardsUpdate201602Member

- Definition

Indicates amendment to accounting standards.

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+ Details

Condensed Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (34,731,000)	$ (25,588,700)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation	1,673,400	469,800
Amortization of debt issuance costs	9,900
Stock compensation expense	1,237,100	3,762,900
Gain on loan extinguishment		(105,800)
Gain on sale of equipment	(12,800)
Impairment expense		430,000
Litigation settlement loss	(3,313,400)
Operating lease non-cash expense	394,200
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	16,200	9,800
Prepaid expenses and other current assets	655,700	(1,117,400)
Other assets	6,700
Accounts payable	3,790,800	1,411,100
Interest payable	142,100
Accrued expenses and other current liabilities	140,600	406,800
Operating lease liability	(382,200)
Net cash used for operating activities	(23,745,900)	(20,321,500)
Cash flows from investing activities:
Purchases of property and equipment, net effects from acquisition	(4,880,500)	(1,894,800)
Proceeds from sale of equipment	15,000
Cash received from acquisition		84,000
Net cash used for investing activities	(4,865,500)	(1,810,800)
Cash flows from financing activities:
Proceeds from issuance of common stock		40,000,000
Issuance costs		(2,881,900)
Borrowings from note payable	610,700	665,900
Repayments of note payable	(508,000)	(573,700)
Proceeds from senior secured convertible note payable	4,000,000
Debt issuance costs	(200,000)
Exercise of stock options		125,400
Net cash provided by financing activities	3,902,700	37,335,700
Net change in cash and cash equivalents	(24,708,700)	15,203,400
Cash and cash equivalents:
Beginning of year	25,353,900	10,150,500
End of period	645,200	25,353,900
Supplemental disclosures of cash flow information:
Cash paid for interest	12,200	12,200
Supplemental disclosures of non-cash investing and financing activities:
Accruals for property and equipment	1,303,000	138,000
Conversion of subordinated convertible promissory note into common stock	399,400
Common stock issuance for acquisition		400,000
Restricted stock units granted for acquisition		140,000
Acquisitions net of cash acquired		$ 456,000
Right-of-use asset/lease liability recognized from ASC842 implementation	2,232,700
Right-of-use asset/liability acquired through lease liability	$ 303,662

LEASES - Operating lease liability maturities (Details)	Dec. 31, 2022 USD ($)
Operating leases
2023	$ 714,000
2024	717,600
2025	724,700
2026	242,800
Total lease payments	2,399,100
Less: imputed interest	(269,800)
Present value of lease payments	$ 2,129,300

STOCKHOLDERS EQUITY (Tables)

12 Months Ended

Dec. 31, 2022

STOCKHOLDERS' EQUITY

Schedule of initial value of issuances allocated to the IPO and public offering of common stock and the IPO and public offering common stock discount amortization


	2022		2021
Common Stock
Balance at January 1,	$	48,264,300	$	11,975,400
Common stock issuance from public offering, net of underwriting discounts and commissions and other offering expenses		—		37,118,100
Common stock public offering discount		—		(1,051,200)
Common stock initial public offering discount amortization		100,000		100,000
Common stock public offering discount amortization		244,800		122,000
Balance at December 31,	$	48,609,100	$	48,264,300

Schedule of assumptions used to estimate fair value of warrants


Risk-free interest rate	0.40	%
Expected volatility	98.27	%
Expected life (years)	2.75
Expected dividend yield	0	%

ACQUISITIONS (Details) - USD ($)		12 Months Ended
ACQUISITIONS (Details) - USD ($)	Jul. 26, 2021	Dec. 31, 2021	Dec. 31, 2022
Fair value of net assets acquired
Goodwill		$ 0	$ 0
Goodwill impairment expense		430,000
InSilico
Acquisitions
Interest percentage acquired	100.00%
Common shares issued for Insilico Solutions LLC Membership Purchase Agreement (in shares)	1,673
Restricted stock units granted	1,106
Fair value of purchase consideration
Fair value of common stock issued to Seller	$ 400,000
Fair value of restricted stock units granted	140,000
Fair value of purchase consideration	540,000
Fair value of net assets acquired
Cash	84,000
Accounts receivable	26,000
Fixed asset	1,000
Goodwill	430,000
Other current liabilities	(1,000)
Fair value of net assets acquired	$ 540,000
Goodwill impairment expense		$ 430,000

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Schedule of lessee's operating lease right-of-use assets and lease liabilities


	December 31,
	2022
	Operating lease
Right-of-Use Asset
Operating lease	$	2,117,300
Total right-of use asset		2,117,300

Lease Liabilities
Operating lease - short term	$	(584,400)
Operating lease - long term		(1,544,900)
Total lease liabilities		(2,129,300)

Schedule of components of lease expense


	Year ended
	December 31, 2022
Operating lease cost allocated to research and development expense	$	473,200
Operating lease cost allocated to general and administrative expense		189,900
Total lease expense	$	663,100
Weighted-average remaining lease term		3.34
Weighted-average discount rate		7.12	%

Schedule of maturities of operating lease liabilities


Maturity of Lease Liabilities		Operating lease
2023	$	714,000
2024		717,600
2025		724,700
2026		242,800
Total lease payments		2,399,100
Less: imputed interest		(269,800)
Present value of lease payments		2,129,300

LOAN PAYABLE

12 Months Ended

Dec. 31, 2022

LOAN PAYABLE

LOAN PAYABLE

6.	LOAN PAYABLE

On May 1, 2020, the Company received a loan in the principal amount of $115,600 (the “SBA Loan”) under the Paycheck Protection Program (“PPP”), which was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”).

During the year ended December 31, 2020, the Company applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. On February 16, 2021, the SBA granted forgiveness of the SBA Loan and all applicable interest. On the date of forgiveness, the principal and accrued interest totaled $105,800. The forgiveness was classified as a gain on loan extinguishment in the consolidated statement of operations during the year ended December 31, 2021.

STOCKHOLDERS EQUITY - Common Stock (Details) - USD ($)		12 Months Ended
STOCKHOLDERS EQUITY - Common Stock (Details) - USD ($)	Jul. 02, 2021	Dec. 31, 2022	Dec. 31, 2021
Common stock
Common stock, authorized		300,000,000	300,000,000
Offering expenses			$ 2,881,900
Beginning balance		$ 48,264,300	11,975,400
Common stock discount amortization		344,800
Ending Balance		48,609,100	48,264,300
Initial Public Offering
Common stock
Common stock discount amortization		100,000	100,000
Public Offering
Common stock
Proceeds from issuance of common stock net of issuance costs	$ 37,118,100
Underwriting discounts and commissions	2,424,900
Offering expenses	$ 457,000
Shares issued	266,667
Share price	$ 150.00
Common stock issuance, net of underwriting discounts and commissions and other offering expenses			37,118,100
Common stock discount			(1,051,200)
Common stock discount amortization		$ 244,800	$ 122,000

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

12 Months Ended

Dec. 31, 2022

CONVERTIBLE PROMISSORY NOTES

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

8.SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

On October 21, 2022 (the “Issuance Date”), the Company issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to an accredited investor. The Note had a principal amount of $2,000,000 and bore interest at a rate of 25% per annum (the “Stated Rate”) and matures on October 21, 2023 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest under the Note would be due and payable. The Stated Rate would increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws.

The Note is convertible, at the sole discretion of the holder, into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $10.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 109,590 shares (the “Share Cap”), representing 19.9% of the total issued and outstanding shares of Common Stock as of October 20, 2022, in the event that the Conversion Price is lower than $9.80 per share, representing the lower of the closing price immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date.

Code, the “UCC”) and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note.

On December 12, 2022, the Company amended and restated the 25% Senior Secured Convertible Promissory Note (the “Original Note”) dated October 21, 2022 (the “Amended and Restated Note”). The Original Note was amended to increase the aggregate principal amount to $4,000,000 from $2,000,000. The interest rate of 25% per annum (the “Stated Rate”) remained unchanged. The maturity date was amended to December 12, 2023 from October 21, 2023 (the “Amended and Restated Maturity Date”), on which the principal balance and accrued but unpaid interest under the Amended and Restated Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Amended and Restated Note on the Amended and Restated Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2022

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

5.	ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at:


	December 31,		December 31,
	2022		2021
Accrued consulting and outside services	$	212,900	$	467,100
Accrued compensation		668,700		273,900
Total	$	881,600	$	741,000

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Apr. 14, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-39169
Entity Registrant Name	Kiromic BioPharma, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-4762913
Entity Address, Address Line One	7707 Fannin Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Houston
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	77054
City Area Code	832
Local Phone Number	968-4888
Title of 12(b) Security	Common Shares, par value $0.001 per share
Trading Symbol	KRBP
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 6,731,623
Entity Common Stock, Shares Outstanding		979,243
Auditor Name	Whitley Penn
Auditor Firm ID	726
Auditor Location	Houston, Texas
Entity Central Index Key	0001792581
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

STOCKHOLDERS EQUITY - Representative's Warrants (Details)	Jul. 02, 2021 $ / shares shares	Oct. 15, 2020 $ / shares shares	Dec. 31, 2022 $ / shares
Weighted average valuation assumptions
Warrants and Rights Outstanding, Valuation Technique [Extensible List]	us-gaap:ValuationTechniqueOptionPricingModelMember
Measurement Input, Risk Free Interest Rate \| Public Offering
Weighted average valuation assumptions
Warrants and Rights Outstanding, Measurement Input	0.40
Measurement Input, Price Volatility \| Public Offering
Weighted average valuation assumptions
Warrants and Rights Outstanding, Measurement Input	98.27
Measurement Input, Expected Term \| Public Offering
Weighted average valuation assumptions
Warrants and Rights Outstanding, Term	2 years 9 months
Measurement Input, Expected Dividend Rate \| Public Offering
Weighted average valuation assumptions
Warrants and Rights Outstanding, Measurement Input	0
Common Stock Warrants - Representative \| Initial Public Offering
Weighted average valuation assumptions
Warrants and Rights Outstanding, Term		5 years
Warrants
Number of warrants granted \| shares		2,083
Warrant exercise price \| $ / shares		$ 450.00	$ 15.00
Exercise price as a percentage of the initial offering price		125.00%
Common Stock Warrants - Representative \| Public Offering
Weighted average valuation assumptions
Warrants and Rights Outstanding, Term	5 years
Warrants
Number of warrants granted \| shares	13,333
Warrant exercise price \| $ / shares	$ 187.50		$ 6.25
Exercise price as a percentage of the initial offering price	125.00%

STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Jan. 31, 2017
Stock Incentive Plan 2017 \| Maximum
Restricted stock units
Authorized shares				56,954
Stock Incentive Plan 2017 \| Restricted Stock Units
Restricted stock units
Stock compensation expense	$ 61,100	$ 3,124,500
Effect of modifications on stock compensation expense	$ 0
Restricted stock unit activity
Nonvested RSUs at beginning of year, as restated	17,028	31,542
Granted		5,555
Vested	(433)	(13,130)
Cancelled and forfeited	(15,945)	(6,939)
Nonvested RSUs at end of period, as restated	650	17,028
Weighted average grant day fair value per share
Nonvested RSUs at beginning of year, as restated	$ 374.40	$ 384.30
Granted		239.40
Vested	297.00	336.30
Cancelled and forfeited	382.50	383.70
Nonvested RSUs at end of period, as restated	$ 259.50	$ 374.40
Stock Incentive Plan 2017 \| Restricted Stock Units \| Research and development
Restricted stock units
Stock compensation expense	$ 38,900	$ 2,070,600
Effect of modifications on stock compensation expense		598,900
Incremental compensation costs		52,500
Stock Incentive Plan 2017 \| Restricted Stock Units \| General and administrative
Restricted stock units
Stock compensation expense	$ 22,200	1,053,900
Effect of modifications on stock compensation expense		1,286,800
Incremental compensation costs		$ 115,200
Stock Incentive Plan 2017 \| Restricted Stock Units \| Previously Reported
Restricted stock unit activity
Nonvested RSUs at beginning of year, as restated	28,899
Vested		(1,260)
Nonvested RSUs at end of period, as restated		28,899
Weighted average grant day fair value per share
Nonvested RSUs at beginning of year, as restated	$ 364.80
Vested		$ 195.30
Nonvested RSUs at end of period, as restated		$ 364.80
Stock Incentive Plan 2017 \| Restricted Stock Units \| Restated
Restricted stock unit activity
Nonvested RSUs at beginning of year, as restated	17,028
Vested		(13,130)
Nonvested RSUs at end of period, as restated		17,028
Weighted average grant day fair value per share
Nonvested RSUs at beginning of year, as restated	$ 374.40
Vested		$ 336.30
Nonvested RSUs at end of period, as restated		$ 374.40
Stock Incentive Plan 2021 \| Maximum
Restricted stock units
Authorized shares			40,576
Stock Incentive Plan 2021 \| Restricted Stock Units
Restricted stock units
Stock compensation expense	$ 358,500	$ 187,200
Restricted stock unit activity
Nonvested RSUs at beginning of year, as restated	2,068
Granted	24,610	3,420
Vested	(25,241)	(1,263)
Cancelled and forfeited	(753)	(89)
Nonvested RSUs at end of period, as restated	684	2,068
Weighted average grant day fair value per share
Nonvested RSUs at beginning of year, as restated	$ 165.60
Granted	12.30	$ 156.00
Vested	33.00	142.50
Cancelled and forfeited	206.40	126.60
Nonvested RSUs at end of period, as restated	$ 4.44	$ 165.60
Stock Incentive Plan 2021 \| Restricted Stock Units \| Research and development
Restricted stock units
Stock compensation expense	$ 56,300	$ 34,300
Stock Incentive Plan 2021 \| Restricted Stock Units \| General and administrative
Restricted stock units
Stock compensation expense	$ 302,200	$ 152,900

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value ( in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	60,000,000	60,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	300,000,000	300,000,000
Common stock, issued	648,384	516,284
Common stock, outstanding	648,384	516,284
Series A-1 Preferred Stock
Preferred stock, authorized	24,000,000	24,000,000
Series B Preferred Stock
Preferred stock, authorized	16,500,000	16,500,000

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Stock Incentive Plan 2017 | Stock Options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of assumptions used to estimate fair value of stock options


	December 31,
	2021
Risk-free interest rate	1.09	%
Expected volatility	83.34	%
Expected life (years)	6.22
Expected dividend yield	0	%

Schedule of stock option activity


	2022			2021
		Weighted			Weighted
		Average			Average
		Exercise			Exercise
	Shares	Price		Shares	Price
Options outstanding at beginning of year, as restated	12,697	$	257.10	16,324	$	300.90
Granted	—		—	4,901		254.10
Exercised	—		—	(630)		199.20
Cancelled and forfeited	(1,411)		277.50	(7,898)		350.40
Balance at December 31:	11,286	$	254.40	12,697	$	257.10
Options exercisable at December 31, as restated	11,218	$	256.20	12,418	$	254.70
Weighted average grant date fair value for options granted during the year:		$	—		$	254.10

Schedule of stock-based compensation


	Year Ended
	December 31,
	2022		2021
Research and development	$	65,000	$	176,600
General and administrative		30,000		274,600
Total	$	95,000	$	451,200

Stock Incentive Plan 2017 | Restricted Stock Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of restricted stock unit activity


	2022			2021
		Weighted Average			Weighted Average
		Grant Date			Grant Date
		Fair Value			Fair Value
	Shares	Per Share		Shares	Per Share
Nonvested RSUs at beginning of year, as restated	17,028	$	374.40	31,542	$	384.30
Granted	—		—	5,555		239.40
Vested, as restated	(433)		297.00	(13,130)		336.30
Cancelled and forfeited	(15,945)		382.50	(6,939)		383.70
Nonvested RSUs at December 31, as restated	650	$	259.50	17,028	$	374.40

Schedule of stock-based compensation


	Year Ended
	December 31,
	2022		2021
Research and development	$	38,900	$	2,070,600
General and administrative		22,200		1,053,900
Total	$	61,100	$	3,124,500

Stock Incentive Plan 2021 | Stock Options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of assumptions used to estimate fair value of stock options


	2022
Risk-free interest rate	2.99	%
Expected volatility	119.55	%
Expected life (years)	5.1
Expected dividend yield	0	%

Schedule of stock option activity


	2022
		Weighted
		Average
		Exercise
	Shares	Price
Options outstanding at beginning of year	—	$	—
Granted	24,480		12.90
Exercised	—		—
Cancelled and forfeited	(3,060)		—
Balance at December 31	21,420	$	12.90
Options exercisable at December 31:	21,420	$	12.90
Weighted average grant date fair value for options granted during the year:		$	10.80

Stock Incentive Plan 2021 | Restricted Stock Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of restricted stock unit activity


	2022			2021
		Weighted Average			Weighted Average
		Grant Date			Grant Date
		Fair Value			Fair Value
	Shares	Per Share		Shares	Per Share
Nonvested RSUs at beginning of year, as restated	2,068	$	165.60	—	$	—
Granted	24,610		12.30	3,420		156.00
Vested	(25,241)		33.00	(1,263)		142.50
Cancelled and forfeited	(753)		206.40	(89)		126.60
Nonvested RSUs at December 31, as restated	684	$	4.44	2,068	$	165.60

Schedule of stock-based compensation


	Year Ended
	December 31,
	2022		2021
Research and development	$	56,300	$	34,300
General and administrative		302,200		152,900
Total	$	358,500	$	187,200

NET LOSS PER COMMON SHARE (Tables)

12 Months Ended

Dec. 31, 2022

NET LOSS PER COMMON SHARE

Schedule of earnings per share, basic and diluted


	Year Ended
	December 31,
	2022		2021
Net loss	$	(34,731,000)	$	(25,588,700)
Less: Initial Public Offering Common Stock discount amortization		(100,000)		(100,000)
Less: Public Offering Common Stock discount amortization		(244,800)		(122,000)
Net loss attributable to common shareholders	$	(35,075,800)	$	(25,810,700)
Weighted average common shares outstanding, basic and diluted		544,475		380,569
Net loss per share, basic and diluted	$	(64.42)	$	(67.82)

PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	12 Months Ended
PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
PROPERTY AND EQUIPMENT
Property, Plant and Equipment, Gross	$ 10,837,200	$ 4,660,500
Less: Accumulated depreciation	(2,700,300)	(1,031,500)
Total	8,136,900	3,629,000
Depreciation	1,673,400	469,800
Equipment
PROPERTY AND EQUIPMENT
Property, Plant and Equipment, Gross	3,041,900	1,593,100
Leasehold improvements
PROPERTY AND EQUIPMENT
Property, Plant and Equipment, Gross	7,298,500	1,464,700
Office furniture, fixtures, and equipment
PROPERTY AND EQUIPMENT
Property, Plant and Equipment, Gross	137,300	16,600
Software
PROPERTY AND EQUIPMENT
Property, Plant and Equipment, Gross	$ 359,500	359,500
Construction in progress
PROPERTY AND EQUIPMENT
Property, Plant and Equipment, Gross		$ 1,226,600

INCOME TAXES - Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Income tax provision	$ 0	$ 0
Reconciliation of the statutory federal income tax rate to the effective tax rate
Federal income tax at statutory rates	21.00%	21.00%
Change in valuation allowance	(21.00%)	(21.00%)

- Definition

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

+ References + Details

STOCK-BASED COMPENSATION - Weighted-average Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Weighted average assumptions
Expected dividend yield	0.00%
Stock Incentive Plan 2017 \| Stock Options
Weighted average assumptions
Risk-free interest rate		1.09%
Expected volatility		83.34%
Expected life (years)		6 years 2 months 19 days
Expected dividend yield		0.00%
Stock Incentive Plan 2021 \| Stock Options
Weighted average assumptions
Risk-free interest rate	2.99%
Expected volatility	119.55%
Expected life (years)	5 years 1 month 6 days
Expected dividend yield	0.00%

LEASES - Balance sheet disclosures (Details)	Dec. 31, 2022 USD ($)
Leases
Operating lease right-of-use asset	$ 2,117,300
Operating lease liability - short term	(584,400)
Operating lease liability - long term	(1,544,900)
Total lease liabilities	$ (2,129,300)

ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2022

ACQUISITIONS

Schedule of fair value of purchase consideration and fair value of net assets acquired


	Estimated Fair Value
	at Acquisition Date
Fair value of purchase consideration
Fair value of common stock issued to Seller	$	400,000
Fair value of restricted stock units granted		140,000
Fair value of purchase consideration	$	540,000

Fair value of net assets acquired
Cash	$	84,000
Accounts receivable		26,000
Fixed asset		1,000
Goodwill (a)		430,000
Other current liabilities		(1,000)
Fair value of net assets acquired		540,000

(a)

Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of the business acquired. This amount also includes intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating InSilico processes with the Company’s.

NOTE PAYABLE

12 Months Ended

Dec. 31, 2022

NOTE PAYABLE

NOTE PAYABLE

7.	NOTE PAYABLE

In November 2021, the Company entered into a financing arrangement for its Director and Officer Insurance policy. The total amount financed was approximately $665,900 with an annual interest rate of 4.59%, to be paid over a period of ten months. As of December 31, 2021, the remaining payable balance on the financed amount was $454,500. As of December 31, 2022, this financing arrangement was paid in its entirety.

In November 2022, the Company entered into a financing arrangement for its Director and Officer Insurance policy. The total amount financed was approximately $610,700 with an annual interest rate of 8.49%, to be paid over a period of eleven months. As of December 31, 2022, the remaining payable balance on the financed amount was $557,200.

LEASES - Lease information (Details)				2 Months Ended	12 Months Ended
LEASES - Lease information (Details)	Aug. 02, 2022 USD ($) ft²	May 01, 2022 USD ($) ft² item	Aug. 01, 2021 ft²	Dec. 31, 2021 ft² item	Dec. 31, 2022
Leases
Lease, Practical Expedients, Package [true false]					true
Additional office space leased \| ft²	1,458	9,352	15,385	3,684
Period of time after notice of cancellation that the lease effectively terminates		90 days	90 days	90 days
Number of lease amendments executed \| item				2
Number of months rent due as a termination payment if lease cancellation option exercised \| item		3
Monthly rent - Year one	$ 2,430
Monthly rent - Years one and two		$ 4,800
Monthly rent - Years two and three	2,490
Monthly rent - Years three and four		4,896
Monthly rent - Year five	$ 2,552	$ 5,000

ACQUISITIONS

12 Months Ended

Dec. 31, 2022

ACQUISITIONS

ACQUISITIONS

9.ACQUISITIONS

InSilico

On July 26, 2021, the Company completed its previously announced acquisition of InSilico pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement”) with InSilico and Michael Ryan (the “Seller”).

Pursuant to the terms of the Purchase Agreement, the Company acquired 100% of the membership interest of InSilico by delivering 1,673 shares to the Seller, and granting 1,106 RSUs to the employees of InSilico under the Company’s 2021 Plan (the “Acquisition”). At the closing of the Acquisition, InSilico became a wholly-owned subsidiary of the Company. InSilico, based in Fairfax, VA, is a world class bioinformatics and artificial intelligence services company.

The Company determined fair values for the assets purchased, liabilities assumed, and purchase consideration as of the date of acquisition in the following table. The determination of the estimated fair value required management to make significant estimates and assumptions. See below for the fair value of purchase consideration and fair value of net assets acquired.


	Estimated Fair Value
	at Acquisition Date
Fair value of purchase consideration
Fair value of common stock issued to Seller	$	400,000
Fair value of restricted stock units granted		140,000
Fair value of purchase consideration	$	540,000

Fair value of net assets acquired
Cash	$	84,000
Accounts receivable		26,000
Fixed asset		1,000
Goodwill (a)		430,000
Other current liabilities		(1,000)
Fair value of net assets acquired		540,000

(a)

After assessing certain events and circumstances, the Company incurred a Goodwill impairment expense of $430,000 for the year ended December 31, 2021.

InSilico was fully absorbed into Kiromic as of December 31, 2022, and is no longer operating as an entity.

There was no acquisition activity during the year ended December 31, 2022.

STOCKHOLDERS' EQUITY - Standby Equity Purchase Agreement Financing (Details)			12 Months Ended
	Oct. 31, 2022 USD ($) shares	Oct. 13, 2022 USD ($) D $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Mar. 07, 2023 $ / shares
Stockholder's equity (Deficit)
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001	$ 0.001
Stock-based compensation expense			$ 1,237,100	$ 3,762,900
Subsequent Event
Stockholder's equity (Deficit)
Common stock, par value (in dollars per share) \| $ / shares					$ 0.001
Standby Equity Purchase Agreement Financing
Stockholder's equity (Deficit)
Common stock, par value (in dollars per share) \| $ / shares		$ 0.001
Amount of increase (decrease) in commitment to sell shares		$ 3,000,000
Term of anniversary		24 months
Percentage of market price		95.00%
Maximum beneficial ownership percentage		9.99%
Percentage of outstanding common stock on the date of agreement		19.90%
Threshold value of applicability of exchange cap		$ 9.33
Number of trading days proceeding the date of agreement \| D		5
Amount of cash outflow for structuring fee		$ 10,000
Commitment shares issuance from standby equity purchase agreement (in shares) \| shares		20,111
Amount of dividing factor for calculation of additional number of common stock to be issued		$ 120,000
Stock-based compensation expense	$ 298,000	$ 193,665	$ 491,665
Number of trading days prior to the date of delivery \| D		5
Shares issued for services rendered \| shares	33,333
Standby Equity Purchase Agreement Financing \| Maximum
Stockholder's equity (Deficit)
Commitment amount		$ 5,000,000

NET LOSS PER COMMON SHARE - Dilutive Securities Excluded From the Computations of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restricted Stock Units
Dilutive Securities Excluded From the Computations of Earnings Per Share
Potentially dilutive securities	1,700	2,447
25% Senior Secured Convertible Promissory Note, Maturing 2023 \| Maximum
Dilutive Securities Excluded From the Computations of Earnings Per Share
Potentially dilutive securities	109,590

COMMITMENTS AND CONTINGENCIES - Legal proceedings (Details)				12 Months Ended
	Sep. 26, 2022 USD ($) $ / shares	Jul. 02, 2021 USD ($)	Mar. 22, 2021 $ / shares shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) director
Legal proceedings
Number of directors named to a special committee to perform an internal review \| director					3
Proceeds from issuance of common stock					$ 40,000,000
Litigation settlement loss				$ (3,463,000)
Subordinated convertible promissory note				2,914,000
Subordinated promissory notes converted into shares of common stock				399,400
Company 401(K) Plan
401(K) plan contribution expense				291,832
Strategic Alliance Agreement
Legal proceedings
Proceeds from issuance of common stock		$ 40,000,000
Jason Terrell - 2014 Consulting Agreement
Legal proceedings
Number of stock options sought \| shares			16,667
Stock option exercise price \| $ / shares			$ 15.00
Jason Terrell - 2017 Non-employee Director Options Agreement
Legal proceedings
Number of stock options sought \| shares			16,667
Stock option exercise price \| $ / shares			$ 5.10
Sabby Entities and Empery Entities
Legal proceedings
Litigation settlement loss				3,463,000
Subordinated convertible promissory note				2,914,000
Subordinated promissory notes converted into shares of common stock				$ 399,400
Shares issued in conversion of subordinated promissory notes \| shares				43,399
Sabby Entities
Legal proceedings
Cash settlement payments	$ 75,000
Convertible notes issued in settlement of legal proceedings	$ 1,656,720
Conversion price \| $ / shares	$ 9.20
Maximum beneficial ownership percentage	9.99%
Sabby Entities \| Maximum
Legal proceedings
Maximum shares to be issued under conversion	180,000
Empery Entities
Legal proceedings
Cash settlement payments	$ 75,000
Convertible notes issued in settlement of legal proceedings	$ 1,656,720
Conversion price \| $ / shares	$ 9.20
Maximum beneficial ownership percentage	9.99%
Empery Entities \| Maximum
Legal proceedings
Maximum shares to be issued under conversion	180,000

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 645,200	$ 25,353,900
Accounts receivable		16,200
Prepaid expenses and other current assets	1,043,700	1,699,400
Total current assets	1,688,900	27,069,500
Property and equipment, net	8,136,900	3,629,000
Operating lease right-of-use asset	2,117,300
Other assets	24,400	31,100
Total Assets	11,967,500	30,729,600
Current Liabilities:
Senior secured convertible promissory note, net	3,809,900
Accounts payable	7,308,100	2,214,300
Accrued expenses and other current liabilities	881,600	741,000
Interest payable	142,100
Note payable	557,200	454,500
Operating lease liability - short term	584,400
Total current liabilities	13,283,300	3,409,800
Subordinated convertible promissory note	2,914,000
Operating lease liability - long term	1,544,900
Total Liabilities	17,742,200	3,409,800
Commitments and contingencies (Note 10)
Stockholders' (Deficit) Equity:
Preferred stock, $0.0001 par value: 60,000,000 shares authorized, of which 24,000,000 shares designated as Series A-1 Preferred Stock and 16,500,000 shares designated as Series B Preferred Stock; no shares issued or outstanding as of December 31, 2022 and December 31, 2021
Common stock, $0.001 par value: 300,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 648,384 shares and 516,284 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	648	516
Additional paid-in capital	96,172,152	94,535,784
Accumulated deficit	(101,947,500)	(67,216,500)
Total Stockholders' (Deficit) Equity	(5,774,700)	27,319,800
Total Liabilities and Stockholders' (Deficit) Equity	$ 11,967,500	$ 30,729,600

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)
Property and Equipment
Number of lease facilities with deposit held by lessor \| item	1
Impairment of long-lived assets held-for-use	$ 0	$ 0
Goodwill impairment expense		430,000
Goodwill	0	0
Unrecognized tax benefits, interest or penalties	$ 0	0
Minimum
Property and Equipment
Property plant and equipment useful life	1 year
Maximum
Property and Equipment
Property plant and equipment useful life	8 years
Laboratory equipment \| Minimum
Property and Equipment
Property plant and equipment useful life	3 years
Laboratory equipment \| Maximum
Property and Equipment
Property plant and equipment useful life	8 years
Leasehold improvements \| Minimum
Property and Equipment
Property plant and equipment useful life	1 year
Leasehold improvements \| Maximum
Property and Equipment
Property plant and equipment useful life	7 years
Office furniture, fixtures, and equipment
Property and Equipment
Property plant and equipment useful life	5 years
Software \| Minimum
Property and Equipment
Property plant and equipment useful life	3 years
Software \| Maximum
Property and Equipment
Property plant and equipment useful life	5 years
Software development costs
Property and Equipment
Property plant and equipment useful life	5 years
Capitalized software development costs	$ 107,000	$ 207,800

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany balances were eliminated upon consolidation. Operating results for the year ended December 31, 2022 are not necessarily indicative of results to be expected for any future year.

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 and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determination of the fair value of common stock and related stock-based compensation, fair value of purchase price allocations of intangible assets associated with acquisitions, and estimating services incurred by third-party service providers used to recognize research and development expense.

Cash and Cash Equivalents

Cash and Cash Equivalents—As of December 31, 2022 and 2021 cash and cash equivalents consisted entirely of cash on hand and bank deposits. The Company considers all highly liquid instruments with remaining maturities at purchase of 90 days or less to be cash equivalents.

Concentrations of Credit Risk and Other Uncertainties

Concentrations of Credit Risk and Other Uncertainties—Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. Substantially all of the Company’s cash and cash equivalents were deposited in accounts at a small number of national financial institutions. Account balances may at times exceed federally-insured limits. The Company has not incurred losses related to these cash and cash equivalents deposited at financial institutions and management believes that the Company is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held.

The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities.

The Company records receivables resulting from activities under its research grant from an academic institution. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the academic institution.

Deposit

Deposit—In connection with one of the Company’s facility leases, a deposit is held by the lessor per the terms of the noncancelable agreement. The deposit has been recorded as a long-term asset on the Company’s consolidated balance sheets.

Goodwill

Goodwill— In connection with the InSilico Solutions, LLC (“InSilico”) acquisition, the Company recognized goodwill for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of the business acquired.

The Company assessed events and circumstances as of December 31, 2021 which was primarily driven by a reduced stock price as of December 31, 2021. The carrying value of the Company’s assets was in excess of the market value of equity as of December 31, 2021. After analyzing this quantitative circumstance along with other qualitative considerations, the Company’s management determined that an impairment of the entire value of the goodwill was appropriate. Accordingly, the Company incurred an impairment expense on the statement of operations totaling $430,000 for the year ended December 31, 2021. There was no goodwill recorded on the Company’s balance sheet at December 31, 2022 or 2021. Since the Company records a full valuation allowance to offset any deferred tax assets, the Company does not believe this impairment would result in any material tax impact.

Property and Equipment

Property and Equipment—Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from 1 to 8 years. Major replacements and improvements are capitalized as leasehold improvements, while general repairs and maintenance are expensed as incurred. Estimated useful lives of leasehold improvements are the shorter of the remaining lease term or the estimated useful economic life of the specific asset.


		Estimated Lives
Laboratory Equipment		3 - 8
Leasehold Improvements		1 - 7
Office Furniture, Fixtures, and Equipment		5
Software		3 - 5

Internal Use Software Development Costs

Internal Use Software Development Costs—The Company capitalizes certain costs incurred to develop internal use software. All costs incurred that relate to planning and post-implementation phases of development are expensed as incurred. Costs incurred in the development and implementation phases are capitalized and amortized over the estimated life of the software, generally five years. The Company capitalized software development costs of approximately $107,000 and $207,800 for the years ended December 31, 2022 and 2021, respectively.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets—The Company reviews its long-lived assets, including property and equipment, for impairment indicators. If indicators are noted, the Company compares the carrying amount of the asset to its estimated undiscounted cash flows. If the carrying amount exceeds its estimated undiscounted cash flows, an impairment loss is recognized to adjust the long-lived asset to fair value. There have been no impairment losses on the Company’s long-lived assets since inception.

Comprehensive Loss

Comprehensive Loss—Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For all periods presented, there was no difference between net loss and comprehensive loss.

Income Taxes

Income Taxes—The Company files federal and state income tax returns, utilizing the accrual basis of accounting. Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes. Certain transactions of the Company may be subject to accounting methods for income tax purposes, which differ from the accounting methods used in preparing these consolidated financial statements in accordance with GAAP. Accordingly, the net income or loss of the Company reported for income tax purposes may differ from the balances reported for those same items in the accompanying consolidated financial statements.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized.

The Company records uncertain tax positions in accordance with Accounting Standard Codification (“ASC”) 740, Income Taxes, on the basis of a two-step process in which (1) the Company determines whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. No such interest or penalties were recognized during the years ended December 31, 2022 and 2021.

Research and Development Expense

Research and Development Expense—The Company expenses research and development costs as incurred. Research and development expenses include personnel and personnel-related costs, costs associated with the Company’s pre-clinical development activities including costs of outside consultants and contractors, the submission and maintenance of regulatory filings, equipment and supplies used in developing products prior to market approval and an allocation of certain overhead costs such as facility and related expenses.

The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made.

Fair Value Measurements

Fair Value Measurements— The carrying value of our cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses, other current liabilities and debt approximate their fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, we take into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

We account for financial instruments in accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2—Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data.

Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

There were no changes in the fair value hierarchy leveling during the years ended December 31, 2022 or 2021.

Nonvested Stock Options and Restricted Stock Units

Nonvested Stock Options and Restricted Stock Units—Pursuant to the Company’s 2017 Stock Incentive Plan (the “2017 Plan”) and the Omnibus 2021 Equity Incentive Plan (the “2021 Plan”), the Company has the ability to issue a variety of share-based payments and incentives to board members, employees, and non-employees through grants of nonvested stock options and restricted stock units (“RSUs”).

The vesting conditions for stock options and RSUs include annual and monthly vesting. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 to 48 months. When nonvested options are vested, they become exercisable over a 10-year period from grant date.

The vesting conditions for RSUs include cliff vesting conditions. Certain RSUs vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain RSUs vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested RSUs are vested, they are released to the grantee within sixty days.

Stock-Based Compensation

Stock-Based Compensation—The Company records stock compensation expense related to the 2017 Equity Incentive Plan (the “2017 Plan”) and the Omnibus 2021 Equity Incentive Plan (the “2021 Plan”) in accordance with ASC 718, Compensation—Stock Compensation. The Company measures and recognizes stock compensation expense for all stock-based awards, including restricted stock units (“RSUs”) and stock options.

Stock compensation expense for RSUs is based on estimated fair values recognized using the straight-line method over the requisite service period, as long as the performance obligations in the RSU agreement are deemed probable by management. Stock compensation expense for stock options is based on estimated fair values recognized using the straight-line method over the requisite service period. The fair value of stock options is estimated on the grant date using the Black-Scholes option-valuation model. The calculation of stock-based compensation expense requires that the Company make assumptions and judgments about the variables used in the Black-Scholes option-valuation model, including the fair value of our common stock, expected term, expected volatility of the underlying common stock, and risk-free interest rate. Forfeitures are accounted for when they occur.

The Company estimates the grant date fair value of stock options using the Black Scholes model and the assumptions used to value such stock options are determined as follows:

Expected Term. The expected term represents the period that the Company’s stock options are expected to be outstanding. Due to limitations on the sale or transfer of the Company’s common stock under the lock-up agreements and market standoff components of the stock option agreements, the Company does not believe its historical exercise pattern is indicative of the pattern it will experience after restricted periods expire. The Company uses the simplified method to calculate the expected term, which is the average of the contractual term and vesting period.

Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black Scholes model on the implied yield available on U.S. Treasury zero coupon issues with a term equivalent to that of the expected term of the stock options for each stock option group.

Volatility. The Company determines the price volatility based on the historical volatilities of industry peers as it has limited trading history for its common stock price. The Company intends to continue to consistently apply this process using the same or a similar peer group of public companies, until a sufficient amount of historical information regarding the volatility of its own common stock price becomes available, or unless circumstances change such that the identified peer companies are no longer similar, in which case other suitable peer companies whose common stock prices are publicly available would be utilized in the calculation.

Dividend Yield. The expected dividend assumption is based on the Company’s current expectations about its anticipated dividend policy. To date, the Company has not declared any dividends and, therefore, the Company has used an expected dividend yield of zero.

Common Stock Valuations. The closing price listed on the Nasdaq Capital Market for the Company’s common stock on the date of the grant is used as the common stock valuation.

Warrants Underlying Shares from common stock offerings

Warrants Underlying Shares from common stock offerings—The Company records warrants to purchase shares of common stock underlying shares of common stock offerings in accordance with ASC 470, Debt with conversion and other options. The fair value of the warrants were estimated on the offering dates using the Black-Scholes option- valuation model. The calculation of warrants requires that we make assumptions and judgments about the variables used in the Black-Scholes option-valuation model, including the fair value of our common stock, expected term, expected volatility of the underlying common stock, risk-free interest rate, and exercise price.

The Company estimated the fair value of warrants underlying shares of offering common stock using the Black-Scholes option-valuation model and the assumptions used to value such warrants are determined as follows:

Expected Term. The expected term represents the period that warrants are expected to be outstanding. The expected term was calculated by taking the average of the vesting period and contract period.

Risk-Free Interest Rate. The Company based the risk-free interest rate used in the Black-Scholes option-valuation model on the implied yield available on U.S. Treasury zero-coupon issues with a term equivalent to that of the expected term of the warrants.

Volatility. The Company determined the price volatility based on the historical volatilities of industry peers as the Company had one day of trading history as of the IPO date. The Company intends to continue to consistently apply this process using the same or a similar peer group of public companies, until a sufficient amount of historical information regarding the volatility of the Company’s common stock price becomes available, or unless circumstances change such that the identified peer companies are no longer similar, in which case other suitable peer companies whose common stock prices are publicly available would be utilized in the calculation.

Dividend Yield. The expected dividend assumption is based on current expectations about anticipated dividend policy. To date, the Company has not declared any dividends and, therefore, it used an expected dividend yield of zero.

Common Stock Valuations. The fair value of common stock when the warrants were issued is equal to the IPO common stock issuance price of $12.00 per share, and July 2021 offering issuance price of $5.00 per share.

Exercise Price. The representative warrants’ exercise price to purchase common stock is $15.00 per share, and $6.25 per share for the IPO common stock issuance and July 2021 offering issuance, respectively.

Segment Data

Segment Data—The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements—From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption.

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. In July 2018, the FASB issued ASU 2018-11 to amend certain aspects of Topic 842. These amendments provide entities with an additional (and optional) transition method to adopt Topic 842. Under this transition method, an entity initially applies the transition requirements in Topic 842 at that Topic’s effective date with the effects of initially applying Topic 842 recognized as a cumulative effect adjustment to the opening balance of retained earnings (or other components of equity or net assets, as appropriate) in the period of adoption. On October 16, 2019, the FASB changed the effective date of this standard applicable to the Company as an emerging growth company to January 1, 2022. Accordingly, Topic 842 is effective for the Company beginning in the first quarter of 2022. The

Company notes that adopting the new standard resulted in recording a lease liability and right-of-use asset associated with the Company’s facility lease agreement and subsequent amendments thereto totaling $2,232,700, as of January 1, 2022.

In June 2016, FASB issued ASU 2016-13, Financial Instruments—Credit Losses (“Topic 326”). The amendments in ASU 2016-13 affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. On April 8, 2020, the FASB has changed the effective date of this standard applicable to the Company as an emerging growth company to January 1, 2023. The Company is currently evaluating the potential impact of this standard on its financial position, results of operations, and cash flows.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (“Topic 350”), which simplifies the test for goodwill impairment. The FASB determined this update was needed because of concern expressed by private companies and their stakeholders about the cost and complexity of the goodwill impairment test. The FASB simplified how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test in this update. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill.

In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination.

Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This update was effective for public entities for any annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Accordingly, the Company adopted this guidance as of December 31, 2021.

SUBSEQUENT EVENTS (Details)	Mar. 28, 2023 USD ($) D $ / shares shares	Mar. 13, 2023	Mar. 10, 2023	Mar. 07, 2023 $ / shares	Feb. 21, 2023 USD ($) D $ / shares	Jan. 20, 2023 USD ($) D $ / shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)							$ 0.001	$ 0.001
Preferred stock, issued \| shares							0	0
Subsequent Event
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)				$ 0.001
Stock split (Reverse stock split) ratio		30	30
Subsequent Event \| Minimum
Subsequent Event [Line Items]
Stock split (Reverse stock split) ratio				2
Subsequent Event \| Maximum
Subsequent Event [Line Items]
Stock split (Reverse stock split) ratio				30
Subsequent Event \| 25% Senior Secured Convertible Promissory Notes \| Notes Payable
Subsequent Event [Line Items]
Interest rate (as a percent)	25.00%
Aggregate principal amount of convertible promissory notes exchanged for preferred stock \| $	$ 8,000,000
Subsequent Event \| 25% Senior Secured Convertible Promissory Note, Maturing January 2024 \| Notes Payable
Subsequent Event [Line Items]
Interest rate (as a percent)						25.00%
Convertible promissory notes \| $						$ 2,000,000
Interest rate increase to per annum						27.00%
Common stock, par value (in dollars per share)						$ 0.001
Conversion price						$ 10.50
Maximum beneficial ownership percentage						9.99%
Maximum shares to be issued under conversion \| $						136,015
Percentage of total issued and outstanding shares						19.90%
Threshold conversion price (in dollars per share)						$ 6.22
Debt instrument, convertible, threshold trading days \| D						5
Subsequent Event \| 25% Senior Secured Convertible Promissory Note, Maturing February 2024 \| Notes Payable
Subsequent Event [Line Items]
Interest rate (as a percent)					25.00%
Convertible promissory notes \| $					$ 2,000,000
Interest rate increase to per annum					27.00%
Common stock, par value (in dollars per share)					$ 0.001
Conversion price					$ 7.50
Maximum beneficial ownership percentage					9.99%
Maximum shares to be issued under conversion \| $					192,385
Percentage of total issued and outstanding shares					19.90%
Threshold conversion price (in dollars per share)					$ 4.62
Debt instrument, convertible, threshold trading days \| D					5
Subsequent Event \| 25% Senior Secured Convertible Promissory Note, Maturing March 2024 \| Notes Payable
Subsequent Event [Line Items]
Interest rate (as a percent)	25.00%
Convertible promissory notes \| $	$ 2,000,000
Interest rate increase to per annum	27.00%
Common stock, par value (in dollars per share)	$ 0.001
Conversion price	$ 6.50
Maximum beneficial ownership percentage	9.99%
Maximum shares to be issued under conversion \| $	195,751
Percentage of total issued and outstanding shares	19.90%
Threshold conversion price (in dollars per share)	$ 3.84
Debt instrument, convertible, threshold trading days \| D	5
Subsequent Event \| Series C Preferred Stock
Subsequent Event [Line Items]
Preferred stock, issued \| shares	8,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of estimated useful lives of property and equipment


		Estimated Lives
Laboratory Equipment		3 - 8
Leasehold Improvements		1 - 7
Office Furniture, Fixtures, and Equipment		5
Software		3 - 5

LEASES - Components of lease expense (Details)	12 Months Ended
LEASES - Components of lease expense (Details)	Dec. 31, 2022 USD ($)
Operating leases
Operating lease cost	$ 663,100
Weighted-average remaining lease term	3 years 4 months 2 days
Weighted-average discount rate	7.12%
Research and development
Operating leases
Operating lease cost	$ 473,200
General and administrative
Operating leases
Operating lease cost	$ 189,900

LEASES

12 Months Ended

Dec. 31, 2022

Leases

LEASES

11.LEASES

The Company adopted FASB ASU No. 2016-02, Leases (Topic 842) on January 1, 2022, using the modified retrospective method, in which it did not restate prior periods. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance within Topic 842 which, among other things, allowed the Company to carry forward the historical lease classification.

In our implementation of ASU No. 2016-02 the Company elected to discount lease obligations using our incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company’s incremental borrowing rate represents the rate of interest that it would have to pay to borrow over a similar term an amount equal to the lease payments in a similar economic environment. The Company considers publicly available data for instruments with similar terms and characteristics when determining its incremental borrowing rates. In addition, we elected the practical expedient to account for the lease and non-lease components on a combined basis. The Company intends to use the full lease term under the existing lease agreement as the lease term, which is currently set to expire on April 30, 2026. As of December 30, 2022, the Company is not able to determine if any renewal options will be exercised.

The Company leases its premises in Houston, Texas under an operating lease which was renewed on November 19, 2020. This renewed lease agreement will commence under an operating lease agreement that is noncancelable from commencement until May 1, 2024.

On March 22, 2021, the Company’s board of directors approved a lease expansion within its premises in Houston, Texas. The amended lease agreement commenced on August 1, 2021, under an operating lease agreement that is noncancelable from commencement until May 1, 2024. The amended lease agreement adds approximately 15,385 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after a 90-day notice of cancellation.

Two further amendments were executed in 2021. The agreements commenced on November 1, 2021, and December 1, 2021, under an operating lease agreement that is noncancelable from commencement until May 1, 2024. The amended lease agreement adds approximately 3,684 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after a 90-day notice of cancellation.

An amendment to the lease agreement was executed in January 2022 and commenced May 1, 2022. The amendment added approximately 9,352 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after a 90-day notice of cancellation. In year one and two

monthly rent is $4,800 per month, in year three and four monthly rent is $4,896 per month, and in year five monthly rent is $5,000 per month.

If the Company exercises the cancellation option, the Company must also pay the lessor a termination payment equal to three months of base rent.

Another amendment to the lease agreement was executed in May 2022 and commenced August 2nd, 2022. The amendment added approximately 1,458 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on April 30, 2026. In year one, the monthly rent is $2,430 per month, in years two and three monthly rent is $2,490 per month, and in year five monthly rent is $2,552 per month.

There are no variable payments associated with the lease agreements, as the rent payments are predetermined on a fixed schedule and disclosed above.

The following table indicates the balance sheet line items that include the right-of-use assets and lease liabilities for our operating lease:


	December 31,
	2022
	Operating lease
Right-of-Use Asset
Operating lease	$	2,117,300
Total right-of use asset		2,117,300

Lease Liabilities
Operating lease - short term	$	(584,400)
Operating lease - long term		(1,544,900)
Total lease liabilities		(2,129,300)

For the year ended December 31, 2022, the components of lease expense were as follows:


	Year ended
	December 31, 2022
Operating lease cost allocated to research and development expense	$	473,200
Operating lease cost allocated to general and administrative expense		189,900
Total lease expense	$	663,100
Weighted-average remaining lease term		3.34
Weighted-average discount rate		7.12	%

As of December 31, 2022 the maturities of the Company’s operating lease liabilities were as follows:


Maturity of Lease Liabilities		Operating lease
2023	$	714,000
2024		717,600
2025		724,700
2026		242,800
Total lease payments		2,399,100
Less: imputed interest		(269,800)
Present value of lease payments		2,129,300

The Company maintained a month-to-month lease in Arlington, VA, until October 1, 2022, which was considered a short-term lease. The Company elected to exclude this lease from the determination of the right-of-use asset and lease liability, as permitted under ASC 842. The Company recognized the lease payments in profit or loss in the statement of operations on a straight-line basis over the term of the lease. The monthly rent expense prior to termination of the lease was $2,500 per month. For the year ended December 31, 2022, short-term lease expense was $22,500.

Annual rent expense for the facility lease agreement was $420,500 for the year ended December 31, 2021.

NET LOSS PER COMMON SHARE - Computation of basic and diluted earnings per share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
NET LOSS PER COMMON SHARE
Net loss	$ (34,731,000)	$ (25,588,700)
Less: Initial Public Offering Common Stock discount amortization	(100,000)	(100,000)
Less: Public offering Common Stock discount amortization	(244,800)	(122,000)
Net loss attributable to common shareholders, basic	(35,075,800)	(25,810,700)
Net loss attributable to common shareholders, diluted	$ (35,075,800)	$ (25,810,700)
Weighted average common shares outstanding, basic	544,475	380,569
Weighted average common shares outstanding, diluted	544,475	380,569
Net loss per share, basic	$ (64.42)	$ (67.82)
Net loss per share, diluted	$ (64.42)	$ (67.82)

STOCKHOLDERS EQUITY

12 Months Ended

Dec. 31, 2022

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

12.STOCKHOLDERS’ EQUITY

As of December 31, 2022 and 2021, the Company was authorized to issue 300,000,000 shares of common stock.

Common Stock—As of December 31, 2022 and 2021, the Company has a single class of common stock.

On July 2, 2021, the Company received net proceeds of $37,118,100 from a public offering, after deducting underwriting discounts and commissions of $2,424,900 and other offering expenses of $457,000 incurred. The Company issued and sold 266,667 shares of common stock in the public offering at a price of $150.00 per share.

Below is a table that outlines the initial value of issuances allocated to common stock and common stock discount amortization, during the year ended December 31:


	2022		2021
Common Stock
Balance at January 1,	$	48,264,300	$	11,975,400
Common stock issuance from public offering, net of underwriting discounts and commissions and other offering expenses		—		37,118,100
Common stock public offering discount		—		(1,051,200)
Common stock initial public offering discount amortization		100,000		100,000
Common stock public offering discount amortization		244,800		122,000
Balance at December 31,	$	48,609,100	$	48,264,300

Representative's Warrants— In connection with the IPO on October 15, 2020, the Company granted the underwriters warrants (the “Underwriters’ Warrants”) to purchase an aggregate of 2,083 shares of common stock at an exercise price of $450.00 per share, which is 125% of the IPO price. The Underwriters’ Warrants have a five-year term and were not exercisable prior to April 13, 2021. All of the Underwriters’ Warrants were outstanding and exercisable as of December 31, 2022 and 2021.

In connection with the public offering on July 2, 2021, the Company granted the underwriters warrants to purchase an aggregate of 13,333 shares of common stock at an exercise price of $187.50 per share, which is 125% of the IPO price. The Underwriters’ Warrants have a five-year term and were not exercisable prior to January 2, 2022. All of the Underwriters’ Warrants were outstanding as of December 31, 2022 and 2021. The Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions on July 2, 2021:


Risk-free interest rate	0.40	%
Expected volatility	98.27	%
Expected life (years)	2.75
Expected dividend yield	0	%

Standby Equity Purchase Agreement Financing— On October 13, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (the “Investor”). Pursuant to the SEPA, the Company has the right to sell to the Investor up to $5,000,000 (the “Commitment Amount”) of its shares of common stock, par value $0.001 per share (“Common Stock”), subject to increase by an additional $3,000,000 of Common Stock at the Company’s election (the “Commitment Increase”), at the Company’s request any time during the commitment period commencing on October 13, 2022 and terminating on the earliest of (i) the first day of the month following the 24-month anniversary of the SEPA or (ii) the date on which the Investor has paid for shares of Common Stock equal to the Commitment Amount.

The shares would be purchased at 95.0% of the Market Price (as defined in the agreement) and would be subject to certain limitations, including that the Investor could not purchase any shares that would result in it owning more than 9.99% of the outstanding Common Stock after such purchase (the "Ownership Limitation") or an aggregate of 19.9% of the outstanding Common Stock as of the date of the SEPA (the "Exchange Cap"). The Exchange Cap will not apply under certain circumstances, including to any sales of Common Stock under the SEPA that equal or exceed $9.33, representing the lower of (i) the closing price of the Common Stock as reflected on Nasdaq.com immediately preceding the date of the SEPA, or (ii) the average closing price of the Common Stock for the five trading days immediately preceding the date of the SEPA.

Pursuant to the SEPA, the Company also paid a subsidiary of the Investor, a structuring fee in the amount of $10,000 and issued to the Investor 20,111 shares of Common Stock as a commitment fee on October 13, 2022 (the “Commitment Shares”). The Company incurred a stock-based compensation expense of $193,665 related to this issuance. In the event of the Commitment Increase, the Company will issue to the Investor an additional number of shares of Common Stock determined by dividing $120,000 by the average of the daily VWAPs for the five trading days prior to the date of delivery by the Company of written notice of the Commitment Increase.

In connection with the SEPA agreement, on October 31, 2022, the Company entered into a letter agreement with an accredited investor (the “Investor”), pursuant to which the Company agreed to issue to the Investor 33,333 shares (the “Shares”) of the Company’s common stock in consideration of the Investor’s services to the Company in identifying investors. The Company issued the Shares to the Investor on October 31, 2022 and incurred a stock-based compensation expense of $298,000 related to this issuance. The Shares were issued in reliance upon the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering.

Total compensation recognized in general and administrative expenses for the issuance of the Commitment Shares and the shares issued to the Investor totaled $491,665 during the year ended December 31, 2022.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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+ Details

ORGANIZATION (Details)			12 Months Ended
ORGANIZATION (Details)	Mar. 13, 2023	Mar. 10, 2023	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Class of Stock [Line Items]
Cash flow from operations			$ (23,745,900)	$ (20,321,500)
Accumulated deficit			$ (101,947,500)	$ (67,216,500)
Subsequent Event
Class of Stock [Line Items]
Stock split (Reverse stock split) ratio	30	30

- Definition

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

+ References + Details

Condensed Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development	$ 13,920,400	$ 11,367,800
General and administrative	17,193,900	13,937,900
Impairment expense		430,000
Total operating expenses	31,114,300	25,735,700
Loss from operations	(31,114,300)	(25,735,700)
Other income (expense):
Gain on loan extinguishment		105,800
Other income		53,400
Litigation settlement loss	(3,463,000)
Gain on sale of equipment	12,800
Interest expense	(166,500)	(12,200)
Total other income (expense)	(3,616,700)	147,000
Net loss	$ (34,731,000)	$ (25,588,700)
Net loss per share, basic	$ (64.42)	$ (67.82)
Net loss per share, diluted	$ (64.42)	$ (67.82)
Weighted average common shares outstanding, basic	544,475	380,569
Weighted average common shares outstanding, diluted	544,475	380,569

STOCK-BASED COMPENSATION - Stock Options (Details) - Stock Options - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock Incentive Plan 2017
Stock option activity
Options outstanding at beginning of year, as restated	12,697	16,324
Granted	0	4,901
Exercised		(630)
Cancelled and forfeited	(1,411)	(7,898)
Balance at December 31:	11,286	12,697
Options exercisable at December 31:	11,218	12,418
Intrinsic value of options exercised		$ 33,000
Weighted average exercise price
Options outstanding at beginning of year	$ 257.10	$ 300.90
Granted		254.10
Exercised		199.20
Cancelled and forfeited	277.50	350.40
Balance at December 31:	254.40	257.10
Options exercisable at December 31:	$ 256.20	254.70
Weighted average grant date fair value for options granted and expected to be vested during the year:		$ 254.10
Additional stock option information
Stock compensation expense	$ 95,000	$ 451,200
Effect of modifications on stock compensation expense	$ 0
Options outstanding, weighted average remaining contractual life	4 years 11 months 4 days	5 years 5 months 12 days
Options exercisable, aggregate intrinsic value	$ 0	$ 0
Total unrecognized stock compensation expense	$ 4,700
Weighted-average period over which cost not yet recognized is expected to be recognized	3 months 14 days
Stock Incentive Plan 2017 \| Research and development
Additional stock option information
Stock compensation expense	$ 65,000	176,600
Stock Incentive Plan 2017 \| General and administrative
Additional stock option information
Stock compensation expense	$ 30,000	274,600
Incremental compensation costs		16,000
Effect of modifications on stock compensation expense		$ 34,900
Stock Incentive Plan 2021
Stock option activity
Granted	24,480
Cancelled and forfeited	(3,060)
Balance at December 31:	21,420
Options exercisable at December 31:	21,420
Weighted average exercise price
Granted	$ 12.90
Balance at December 31:	12.90
Options exercisable at December 31:	12.90
Weighted average grant date fair value for options granted and expected to be vested during the year:	$ 10.80
Additional stock option information
Stock compensation expense	$ 230,835
Options outstanding, weighted average remaining contractual life	5 years 5 months 4 days
Options outstanding, aggregate intrinsic value	$ 0
Total unrecognized stock compensation expense	0
Stock Incentive Plan 2021 \| General and administrative
Additional stock option information
Stock compensation expense	$ 230,835

LEASES - Short-term Lease (Details) - USD ($)	12 Months Ended
LEASES - Short-term Lease (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Leases
Monthly rent expense on short-term lease	$ 2,500
Short-term lease expense	$ 22,500
Rent expense		$ 420,500

LOAN PAYABLE (Details) - SBA Loan - USD ($)	Feb. 16, 2021	May 01, 2020
Current loan payable
Principal amount		$ 115,600
Loan forgiveness	$ 105,800

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation


		Estimated Lives
Laboratory Equipment		3 - 8
Leasehold Improvements		1 - 7
Office Furniture, Fixtures, and Equipment		5
Software		3 - 5

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

There were no changes in the fair value hierarchy leveling during the years ended December 31, 2022 or 2021.

The Company estimates the grant date fair value of stock options using the Black Scholes model and the assumptions used to value such stock options are determined as follows:

Common Stock Valuations. The closing price listed on the Nasdaq Capital Market for the Company’s common stock on the date of the grant is used as the common stock valuation.

Expected Term. The expected term represents the period that warrants are expected to be outstanding. The expected term was calculated by taking the average of the vesting period and contract period.

Segment Data—The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.