| Summary of restatement on balance sheet, statement of operations and comprehensive loss, shareholders' equity, statement of cash flows |
Balance sheet as of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020 |
|
|
As Previously |
|
|
2020 Restatement |
|
|
|
Balance Sheet |
|
Reported |
|
|
Adjustment |
|
As Restated |
Total Current Assets |
|
$ |
1,726,221 |
|
|
— |
|
$ |
1,726,221 |
Property and Equipment, Net |
|
|
30,566 |
|
|
— |
|
|
30,566 |
Restricted cash |
|
|
45,000 |
|
|
— |
|
|
45,000 |
Goodwill |
|
|
3,484,607 |
|
$ |
146,605 |
|
|
3,631,212 |
Intangible Assets and In-process R&D, Net |
|
|
9,730,164 |
|
|
— |
|
|
9,730,164 |
Operating Leases Assets with Right-of-Use |
|
|
83,928 |
|
|
— |
|
|
83,928 |
Other Assets |
|
|
57,073 |
|
|
— |
|
|
57,073 |
Total assets |
|
$ |
15,157,559 |
|
|
146,605 |
|
$ |
15,304,164 |
Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
$ |
1,772,327 |
|
|
212,281 |
|
$ |
1,984,608 |
Contingent Consideration |
|
|
5,342,950 |
|
|
(2,795,876) |
|
|
2,547,074 |
Deferred Tax Liability |
|
|
728,926 |
|
|
— |
|
|
728,926 |
Paycheck Protection Program Loan |
|
|
278,190 |
|
|
— |
|
|
278,190 |
Non-current Operating Lease Liabilities |
|
|
35,625 |
|
|
— |
|
|
35,625 |
Total Non-Current Liabilities |
|
|
6,385,691 |
|
|
(2,795,876) |
|
|
3,589,815 |
Total liabilities |
|
|
8,158,018 |
|
|
(2,583,595) |
|
|
5,574,423 |
Stockholders’ equity |
|
|
|
|
|
|
|
|
|
Preferred Stock, $0.01 par value |
|
|
41 |
|
|
— |
|
|
41 |
Common Stock, $0.01 par value |
|
|
55,564 |
|
|
— |
|
|
55,564 |
Additional paid-in-capital |
|
|
115,283,572 |
|
|
1,500,030 |
|
|
116,783,602 |
Accumulated deficit |
|
|
(108,338,834) |
|
|
1,230,170 |
|
|
(107,108,664) |
Accumulated Other Comprehensive Income |
|
|
(802) |
|
|
— |
|
|
(802) |
Total stockholders’ equity |
|
|
6,999,541 |
|
|
2,730,200 |
|
|
9,729,741 |
Total liabilities and stockholders’ equity |
|
$ |
15,157,559 |
|
$ |
146,605 |
|
$ |
15,304,164 |
Statement of Operations and Comprehensive Income for the year ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2020 |
|
|
As Previously |
|
2020 Restatement |
|
|
|
Statement of Operations and Comprehensive Loss |
|
Reported |
|
Adjustment |
|
As restated |
Collaboration Revenue |
|
$ |
12,059 |
|
|
— |
|
$ |
12,059 |
|
|
|
|
|
|
|
|
|
|
Research and Development |
|
|
3,566,045 |
|
|
— |
|
|
3,566,045 |
General and Administrative |
|
|
4,658,769 |
|
|
— |
|
|
4,658,769 |
Change in Fair Value of Contingent Consideration |
|
|
— |
|
$ |
(1,230,170) |
|
|
(1,230,170) |
Gain on Disposal of Foreign Entity |
|
|
— |
|
|
(113,717) |
|
|
(113,717) |
Total Operating Expenses |
|
|
8,224,814 |
|
|
(1,343,887) |
|
|
6,880,927 |
Operating Loss before Other Income |
|
|
(8,212,755) |
|
|
1,343,887 |
|
|
(6,868,868) |
Other Income, net: |
|
|
|
|
|
|
|
|
|
Gain on Disposal of Foreign Entity |
|
|
113,717 |
|
|
(113,717) |
|
|
— |
Interest Income |
|
|
23,339 |
|
|
— |
|
|
23,339 |
Interest Expense |
|
|
(4,186) |
|
|
— |
|
|
(4,186) |
Total other (expense) income |
|
|
132,870 |
|
|
(113,717) |
|
|
19,153 |
Loss before Income Tax Benefit (Expense) |
|
|
(8,079,885) |
|
|
1,230,170 |
|
|
(6,849,715) |
Income Tax Benefit (Expense) |
|
|
(12,055) |
|
|
— |
|
|
(12,055) |
Net loss |
|
$ |
(8,091,940) |
|
$ |
1,230,170 |
|
$ |
(6,861,770) |
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding - Basic and Diluted |
|
|
4,576,058 |
|
|
15,433 |
|
|
4,591,491 |
Basic and Diluted net loss per share |
|
$ |
(1.77) |
|
|
|
|
$ |
(1.49) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(8,091,940) |
|
$ |
1,230,170 |
|
|
(6,861,770) |
Dissolution of Foreign Entity |
|
|
(113,717) |
|
|
— |
|
|
(113,717) |
Foreign Currency Translate Adjustments |
|
|
(26,550) |
|
|
— |
|
|
(26,550) |
Comprehensive loss |
|
$ |
(8,232,207) |
|
$ |
1,230,170 |
|
$ |
(7,002,037) |
Stockholders’ Equity as of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020 |
|
|
|
As Previously |
|
2020 Restatement |
|
|
|
|
Stockholders’ equity |
|
Reported |
|
Adjustment |
|
As restated |
|
Preferred Stock, $0.01 par value |
|
$ |
41 |
|
|
— |
|
$ |
41 |
|
Common Stock, $0.01 par value |
|
|
55,564 |
|
|
— |
|
|
55,564 |
|
Additional paid-in-capital |
|
|
115,283,572 |
|
$ |
1,500,030 |
|
|
116,783,602 |
|
Accumulated deficit |
|
|
(108,338,834) |
|
|
1,230,170 |
|
|
(107,108,664) |
|
Accumulated Other Comprehensive Income |
|
|
(802) |
|
|
— |
|
|
(802) |
|
Total stockholders’ equity |
|
$ |
6,999,541 |
|
$ |
2,730,200 |
|
$ |
9,729,741 |
|
Statement of Cash flows for the year ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2020 |
|
|
As Previously |
|
2020 Restatement |
|
|
|
Statement of Cash Flows |
|
Reported |
|
Adjustment |
|
As restated |
Operating Activities |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(8,091,940) |
|
$ |
1,230,170 |
|
$ |
(6,861,770) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: |
|
|
|
|
|
|
|
|
|
Depreciation and Amortization of Intangible Assets |
|
|
33,399 |
|
|
— |
|
|
33,399 |
Reduction of Right-of-Use Assets |
|
|
166,822 |
|
|
— |
|
|
166,822 |
Stock-Based Compensation |
|
|
723,856 |
|
|
— |
|
|
723,856 |
Change in Fair Value of Contingent Consideration |
|
|
— |
|
|
(1,230,170) |
|
|
(1,230,170) |
Expiration of a Prepaid Agreement |
|
|
159,848 |
|
|
— |
|
|
159,848 |
Deferred Taxes |
|
|
12,055 |
|
|
— |
|
|
12,055 |
Changes in Operating Assets and Liabilities, Net of Effects of Business Acquired: |
|
|
|
|
|
|
|
|
|
Prepaid Expenses and Other Current Assets |
|
|
(146,971) |
|
|
— |
|
|
(146,971) |
Refundable Tax Credit Receivable |
|
|
(18,957) |
|
|
— |
|
|
(18,957) |
Other Assets |
|
|
18,916 |
|
|
— |
|
|
18,916 |
Accounts Payable |
|
|
136,697 |
|
|
— |
|
|
136,697 |
Lease Liabilities |
|
|
(166,822) |
|
|
— |
|
|
(166,822) |
Accrued Expenses |
|
|
(144,072) |
|
|
— |
|
|
(144,072) |
Net cash used in operating activities |
|
|
(7,317,169) |
|
|
— |
|
|
(7,317,169) |
Net cash used in investing activities |
|
|
(244,438) |
|
|
— |
|
|
(244,438) |
Net cash provided by financing activities |
|
|
4,997,503 |
|
|
— |
|
|
4,997,503 |
Effects of Exchange Rate Changes on Cash |
|
|
(26,931) |
|
|
— |
|
|
(26,931) |
Net Cash Increase or decrease |
|
|
(2,591,035) |
|
|
— |
|
|
(2,591,035) |
Cash, Including Restricted Cash, Beginning of Year |
|
|
3,821,712 |
|
|
— |
|
|
3,821,712 |
Cash, Including Restricted Cash, End of Year |
|
$ |
1,230,677 |
|
|
— |
|
$ |
1,230,677 |
Balance Sheet as of December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
As Previously |
|
2020 Restatement |
|
2021 Restatement |
|
|
|
|
Balance Sheet |
|
Reported |
|
Adjustment |
|
Adjustment |
|
As Restated |
|
Total Current Assets |
|
$ |
8,990,770 |
|
|
— |
|
|
— |
|
$ |
8,990,770 |
|
Property and Equipment, Net |
|
|
73,999 |
|
|
— |
|
|
— |
|
|
73,999 |
|
Restricted cash |
|
|
45,000 |
|
|
— |
|
|
— |
|
|
45,000 |
|
Goodwill |
|
|
— |
|
$ |
146,605 |
|
$ |
(146,605) |
|
|
— |
|
Intangible Assets and In-process R&D, Net |
|
|
8,695,850 |
|
|
— |
|
|
2,072,314 |
|
|
10,768,164 |
|
Operating Leases Assets with Right-of-Use |
|
|
209,411 |
|
|
— |
|
|
— |
|
|
209,411 |
|
Other Assets |
|
|
42,964 |
|
|
— |
|
|
— |
|
|
42,964 |
|
Total assets |
|
$ |
18,057,994 |
|
$ |
146,605 |
|
$ |
1,925,709 |
|
$ |
20,130,308 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
1,609,608 |
|
|
— |
|
|
— |
|
|
1,609,608 |
|
Contingent Consideration |
|
|
6,518,770 |
|
|
(2,583,595) |
|
|
(886,220) |
|
|
3,048,955 |
|
Deferred Tax Liability |
|
|
614,436 |
|
|
— |
|
|
187,695 |
|
|
802,131 |
|
Non-current Operating Lease Liabilities |
|
|
90,566 |
|
|
— |
|
|
— |
|
|
90,566 |
|
Total Non-Current Liabilities |
|
|
7,223,772 |
|
|
(2,795,876) |
|
|
(698,525) |
|
|
3,941,652 |
|
Total liabilities |
|
|
8,833,380 |
|
|
(2,583,595) |
|
|
(698,525) |
|
|
5,551,260 |
|
Stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, $0.01 par value |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Common Stock, $0.01 par value |
|
|
126,640 |
|
|
— |
|
|
— |
|
|
126,640 |
|
Additional paid-in-capital |
|
|
133,918,158 |
|
|
1,500,030 |
|
|
— |
|
|
135,418,188 |
|
Accumulated deficit |
|
|
(124,733,753) |
|
|
1,230,170 |
|
|
2,624,234 |
|
|
(120,879,349) |
|
Accumulated Other Comprehensive Income |
|
|
(86,431) |
|
|
— |
|
|
— |
|
|
(86,431) |
|
Total stockholders’ equity |
|
|
9,224,614 |
|
|
2,730,200 |
|
|
2,624,234 |
|
|
14,579,048 |
|
Total liabilities and stockholders’ equity |
|
$ |
18,057,994 |
|
$ |
146,605 |
|
$ |
1,925,709 |
|
$ |
20,130,308 |
|
Statement of Operations and Comprehensive Loss for the year ended December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2021 |
|
|
As Previously |
|
2021 Restatement |
|
|
|
Statement of Operations and Comprehensive Loss |
|
Reported |
|
Adjustment |
|
As restated |
Research and Development |
|
$ |
5,350,264 |
|
|
— |
|
$ |
5,350,264 |
General and Administrative |
|
|
5,323,649 |
|
|
— |
|
|
5,323,649 |
Goodwill Impairment |
|
|
4,498,234 |
|
$ |
(460,423) |
|
|
4,037,811 |
Intangible Asset Impairment |
|
|
1,770,314 |
|
|
(1,770,314) |
|
|
— |
Change in Fair Value of Contingent Consideration |
|
|
— |
|
|
(475,956) |
|
|
(475,956) |
Total Operating Expenses |
|
|
16,942,461 |
|
|
(2,706,693) |
|
|
14,235,768 |
Operating Loss before Other Income |
|
|
(16,942,461) |
|
|
2,706,693 |
|
|
(14,235,768) |
Other income, net: |
|
|
|
|
|
|
|
|
|
Gain on Forgiveness of Loan |
|
|
278,190 |
|
|
— |
|
|
278,190 |
Change in Fair Value of Contingent Consideration |
|
|
(29,719) |
|
|
29,719 |
|
|
— |
Interest Expense |
|
|
(6,851) |
|
|
— |
|
|
(6,851) |
Interest Income |
|
|
1,141 |
|
|
— |
|
|
1,141 |
Total other income |
|
|
242,761 |
|
|
29,719 |
|
|
272,480 |
Loss before Income Tax Benefit (Expense) |
|
|
(16,699,700) |
|
|
2,736,412 |
|
|
(13,963,288) |
Income Tax Benefit (Expense) |
|
|
304,781 |
|
|
(112,178) |
|
|
192,603 |
Net loss |
|
$ |
(16,394,919) |
|
$ |
2,624,234 |
|
$ |
(13,770,685) |
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding - Basic and Diluted |
|
|
9,240,500 |
|
|
403,461 |
|
|
9,643,961 |
Basic and Diluted net loss per share |
|
$ |
(1.77) |
|
|
— |
|
$ |
(1.43) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(16,394,919) |
|
$ |
2,624,234 |
|
|
(13,770,685) |
Foreign Currency Translate Adjustments |
|
|
(85,629) |
|
|
— |
|
|
(85,629) |
Comprehensive loss |
|
$ |
(16,480,548) |
|
$ |
2,624,234 |
|
$ |
(13,856,314) |
Stockholders’ Equity as of December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
|
|
2020 |
|
2021 |
|
|
|
|
|
As Previously |
|
Restatement |
|
Restatement |
|
|
|
Stockholders’ equity |
|
Reported |
|
Adjustment |
|
Adjustment |
|
As restated |
Preferred Stock, $0.01 par value |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Common Stock, $0.01 par value |
|
$ |
126,640 |
|
|
— |
|
|
— |
|
$ |
126,640 |
Additional paid-in-capital |
|
|
133,918,158 |
|
$ |
1,500,030 |
|
|
— |
|
|
135,418,188 |
Accumulated deficit |
|
|
(124,733,753) |
|
|
1,230,170 |
|
$ |
2,624,234 |
|
|
(120,879,349) |
Accumulated Other Comprehensive Income |
|
|
(86,431) |
|
|
— |
|
|
— |
|
|
(86,431) |
Total stockholders’ equity |
|
$ |
9,224,614 |
|
$ |
2,730,200 |
|
$ |
2,624,234 |
|
$ |
14,579,048 |
Statement of Cash Flows for the year ended December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2021 |
|
|
As Previously |
|
2021 Restatement |
|
|
|
Statement of Cash Flows |
|
Reported |
|
Adjustment |
|
As restated |
Operating Activities |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(16,394,919) |
|
$ |
2,624,234 |
|
$ |
(13,770,685) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: |
|
|
|
|
|
|
|
|
|
Depreciation and Amortization of Intangible Assets |
|
|
45,296 |
|
|
— |
|
|
45,296 |
Reduction of Right-of-Use Assets |
|
|
181,977 |
|
|
— |
|
|
181,977 |
Stock-Based Compensation |
|
|
842,475 |
|
|
— |
|
|
842,475 |
Contingent Consideration |
|
|
(212,281) |
|
|
(293,394) |
|
|
(505,675) |
Deferred Taxes |
|
|
(304,782) |
|
|
112,179 |
|
|
(192,603) |
Paycheck Protection Program Loan Forgiveness |
|
|
(278,190) |
|
|
— |
|
|
(278,190) |
Goodwill Impairment Loss |
|
|
4,498,234 |
|
|
(460,423) |
|
|
4,037,811 |
Intangible Asset Impairment Loss |
|
|
1,770,314 |
|
|
(1,770,314) |
|
|
— |
Changes in Operating Assets and Liabilities, Net of Effects of Business Acquired: |
|
|
|
|
|
|
|
|
|
Prepaid Expenses and Other Current Assets |
|
|
(156,951) |
|
|
— |
|
|
(156,951) |
Refundable Tax Credit Receivable |
|
|
(441,196) |
|
|
— |
|
|
(441,196) |
Other Assets |
|
|
14,111 |
|
|
— |
|
|
14,111 |
Accounts Payable |
|
|
(310,665) |
|
|
— |
|
|
(310,665) |
Lease Liabilities |
|
|
(181,977) |
|
|
— |
|
|
(181,977) |
Accrued Expenses |
|
|
40,882 |
|
|
— |
|
|
40,882 |
Net cash used in operating activities |
|
|
(10,887,672) |
|
|
212,282 |
|
|
(10,675,390) |
Net cash used in investing activities |
|
|
(157,020) |
|
|
— |
|
|
(157,020) |
Financing Activities |
|
|
|
|
|
|
|
|
|
Proceeds stock offerings |
|
|
18,750,016 |
|
|
— |
|
|
18,750,016 |
Stock Issuance costs |
|
|
(1,004,809) |
|
|
— |
|
|
(1,004,809) |
Exercise Warrants |
|
|
50,001 |
|
|
— |
|
|
50,001 |
Repayment of Loan Payable |
|
|
— |
|
|
(212,282) |
|
|
(212,282) |
Net cash provided by financing activities |
|
|
17,795,208 |
|
|
(212,282) |
|
|
17,582,926 |
Effects of Exchange Rate Changes on Cash |
|
|
(81,503) |
|
|
— |
|
|
(81,503) |
Net Cash Increase or decrease |
|
|
6,669,013 |
|
|
— |
|
|
6,669,013 |
Cash, Including Restricted Cash, Beginning of Year |
|
|
1,230,677 |
|
|
— |
|
|
1,230,677 |
Cash, Including Restricted Cash, End of Year |
|
$ |
7,899,690 |
|
|
— |
|
$ |
7,899,690 |
|