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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended September 30, 2021

OR

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

For the transition period from to

Commission File Number: 001-39676

 

INHIBIKASE THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

26-3407249

( State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

3350 Riverwood Parkway SE, Suite 1900
Atlanta, GA

30339

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (678) 392-3419

 

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value

 

IKT

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

As of November 10, 2021, the registrant had 25,155,198 shares of common stock, $0.001 par value per share, outstanding.

 

 


Table of Contents

 

 

 

Page

PART I.

FINANCIAL INFORMATION

 

Item 1.

Condensed Financial Statements (Unaudited)

1

 

Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020

1

 

Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)

2

 

Condensed Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)

3

 

Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (Unaudited)

4

 

Notes to Unaudited Condensed Financial Statements

5

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

20

Item 4.

Controls and Procedures

20

PART II.

OTHER INFORMATION

21

Item 1.

Legal Proceedings

21

Item 1A.

Risk Factors

21

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

21

Item 3.

Defaults Upon Senior Securities

21

Item 4.

Mine Safety Disclosures

21

Item 5.

Other Information

21

Item 6.

Exhibits

22

Signatures

23

 

 

i


 

PART I—FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited).

Inhibikase Therapeutics, Inc.

Condensed Balance Sheets

 

 

 

 

September 30,
2021

 

 

December 31,
2020

 

 

 

(unaudited)

 

 

(Note 3)

 

Assets

 

 

 

 

 ​

 

Current assets:

 

 

 

 

 ​

 

Cash

 

$

44,845,950

 

 

$

13,953,513

 

Grants receivable

 

 

217,482

 

 

 

 

Prepaid research and development

 

 

264,381

 

 

 

774,356

 

Prepaid expenses and other current assets

 

 

541,388

 

 

 

54,837

 

Total assets

 

$

45,869,201

 

 

$

14,782,706

 

Liabilities and stockholders’ equity

 

 ​

 

 

 ​

 

Current liabilities:

 

 ​

 

 

 ​

 

Accounts payable

 

$

553,801

 

 

$

1,720,680

 

Accrued expenses and other current liabilities

 

 

1,905,010

 

 

 

632,934

 

Deferred revenue

 

 

 

 

 

2,325,741

 

Notes payable

 

 

248,911

 

 

 

42,534

 

Total

 

 

2,707,722

 

 

 

4,721,889

 

Notes payable, net of current portion

 

 

 

 

 

276,461

 

Total liabilities

 

 

2,707,722

 

 

 

4,998,350

 

Commitments and contingencies (see Note 11)

 

 ​

 

 

 ​

 

Stockholders’ equity:

 

 ​

 

 

 ​

 

Preferred stock, $0.001 par value; 10,000,000 shares authorized at September 30, 2021 and December 31, 2020; 0 shares issued and outstanding at September 30, 2021 and December 31, 2020

 

 

 

 

 

 

Common stock, $0.001 par value; 100,000,000 and 30,000,000 shares authorized; 25,155,198 and 10,050,849 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively.

 

 

25,155

 

 

 

10,051

 

Additional paid-in capital

 

 

67,912,392

 

 

 

24,805,929

 

Accumulated deficit

 

 

(24,776,068

)

 

 

(15,031,624

)

Total

 

 

43,161,479

 

 

 

9,784,356

 

Total liabilities and stockholders' equity

 

$

45,869,201

 

 

$

14,782,706

 

 

See accompanying notes to condensed financial statements.

1


 

Inhibikase Therapeutics, Inc.

Condensed Statements of Operations

(Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Grant revenue

 

$

328,459

 

 

$

37,680

 

 

$

3,098,661

 

 

$

528,052

 

Total revenue

 

 

328,459

 

 

 

37,680

 

 

 

3,098,661

 

 

 

528,052

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

3,154,553

 

 

 

120,569

 

 

 

7,968,846

 

 

 

666,858

 

Selling, general and administrative

 

 

1,644,946

 

 

 

580,820

 

 

 

4,854,494

 

 

 

1,478,839

 

Total costs and expenses

 

 

4,799,499

 

 

 

701,389

 

 

 

12,823,340

 

 

 

2,145,697

 

Loss from operations

 

 

(4,471,040

)

 

 

(663,709

)

 

 

(9,724,679

)

 

 

(1,617,645

)

Interest expense

 

 

(157

)

 

 

(6,890

)

 

 

(19,765

)

 

 

(22,263

)

Net loss

 

$

(4,471,197

)

 

$

(670,599

)

 

$

(9,744,444

)

 

$

(1,639,908

)

Net loss per share – basic and diluted

 

$

(0.18

)

 

$

(0.08

)

 

$

(0.61

)

 

$

(0.20

)

Weighted-average number of common shares – basic and diluted

 

 

25,143,559

 

 

 

8,198,754

 

 

 

15,868,421

 

 

 

8,187,517

 

 

See accompanying notes to condensed financial statements.

2


 

Inhibikase Therapeutics, Inc.

Condensed Statements of Stockholders’ Equity (Deficit)

(Unaudited)

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Additional
Paid-In
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders’
Equity

 

Balance at December 31, 2020

 

 

10,050,849

 

 

$

10,051

 

 

$

24,805,929

 

 

$

(15,031,624

)

 

$

9,784,356

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

591,124

 

 

 

 

 

 

591,124

 

Warrant expense

 

 

 

 

 

 

 

 

237,768

 

 

 

 

 

 

237,768

 

Issuance of common stock

 

 

9,000

 

 

 

9

 

 

 

60,382

 

 

 

 

 

 

60,391

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(2,637,068

)

 

 

(2,637,068

)

Balance at March 31, 2021

 

 

10,059,849

 

 

$

10,060

 

 

$

25,695,203

 

 

$

(17,668,692

)

 

$

8,036,571

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

322,483

 

 

 

 

 

 

322,483

 

Warrant expense

 

 

 

 

 

 

 

 

239,415

 

 

 

 

 

 

239,415

 

Issuance of common stock, follow on offering

 

 

15,000,000

 

 

 

15,000

 

 

 

41,120,357

 

 

 

 

 

 

41,135,357

 

Issuance of common stock, stock options exercised

 

 

73,496

 

 

 

74

 

 

 

(43,369

)

 

 

 

 

 

(43,295

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(2,636,179

)

 

 

(2,636,179

)

Balance at June 30, 2021

 

 

25,133,345

 

 

$

25,134

 

 

$

67,334,089

 

 

$

(20,304,871

)

 

$

47,054,352

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

352,419

 

 

 

 

 

 

352,419

 

Warrant expense

 

 

 

 

 

 

 

 

181,762

 

 

 

 

 

 

181,762

 

Issuance of common stock, stock options exercised

 

 

21,853

 

 

 

21

 

 

 

44,122

 

 

 

 

 

 

44,143

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(4,471,197

)

 

 

(4,471,197

)

Balance at September 30, 2021

 

 

25,155,198

 

 

$

25,155

 

 

$

67,912,392

 

 

$

(24,776,068

)

 

$

43,161,479

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Additional
Paid-In
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders’
Equity (Deficit)

 

Balance at December 31, 2019

 

 

8,180,937

 

 

$

8,181

 

 

$

7,685,533

 

 

$

(12,183,730

)

 

$

(4,490,016

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

139,758

 

 

 

 

 

 

139,758

 

Warrant expense

 

 

 

 

 

 

 

 

190,993

 

 

 

 

 

 

190,993

 

Issuance of common stock

 

 

874

 

 

 

1

 

 

 

4,870

 

 

 

 

 

 

4,871

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(547,440

)

 

 

(547,440

)

Balance at March 31, 2020

 

 

8,181,811

 

 

$

8,182

 

 

$

8,021,154

 

 

$

(12,731,170

)

 

$

(4,701,834

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

139,759

 

 

 

 

 

 

139,759

 

Warrant expense

 

 

 

 

 

 

 

 

89,515

 

 

 

 

 

 

89,515

 

Conversion of notes

 

 

11,594

 

 

 

11

 

 

 

63,789

 

 

 

 

 

 

63,800

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(421,869

)

 

 

(421,869

)

Balance at June 30, 2020

 

 

8,193,405

 

 

$

8,193

 

 

$

8,314,217

 

 

$

(13,153,039

)

 

$

(4,830,629

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

139,758

 

 

 

 

 

 

139,758

 

Warrant expense

 

 

 

 

 

 

 

 

236,415

 

 

 

 

 

 

236,415

 

Issuance of common stock, cashless warrant exercise

 

 

13,301

 

 

 

14

 

 

 

(15

)

 

 

 

 

 

(1

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(670,599

)

 

 

(670,599

)

Balance at September 30, 2020

 

 

8,206,706

 

 

$

8,207

 

 

$

8,690,375

 

 

$

(13,823,638

)

 

$

(5,125,056

)

See accompanying notes to condensed financial statements.

3


 

Inhibikase Therapeutics, Inc.

Condensed Statements of Cash Flows

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

Operating activities

 

 

 

 

 

 

Net loss

 

$

(9,744,444

)

 

$

(1,639,908

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Stock-based compensation expense

 

 

1,266,026

 

 

 

419,275

 

Non-cash consulting fees

 

 

60,391

 

 

 

112,500

 

Non-cash PPP loan forgiveness

 

 

(27,550

)

 

 

 

Warrant expense

 

 

658,945

 

 

 

516,923

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Grants receivable

 

 

(217,482

)

 

 

 

Prepaid expenses and other assets

 

 

(486,551

)

 

 

3,218

 

Prepaid research and development

 

 

509,975

 

 

 

 

Accounts payable

 

 

(1,166,879

)

 

 

1,046,755

 

Accrued expenses and other current liabilities

 

 

1,272,076

 

 

 

(1,171,508

)

Deferred revenue

 

 

(2,325,741

)

 

 

529,918

 

Net cash used in operating activities

 

 

(10,201,234

)

 

 

(182,827

)

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

Proceeds from notes payable

 

 

 

 

 

272,800

 

Proceeds from issuance of common stock

 

 

41,135,357

 

 

 

4,870

 

Deferred initial public offering costs

 

 

 

 

 

(97,132

)

Issuance of common stock from exercise of stock options

 

 

78,500

 

 

 

 

Payment of employee taxes in connection with stock option exercise

 

 

(77,652

)

 

 

 

Repayments of note payable

 

 

(42,534

)

 

 

 

Net cash provided by financing activities

 

 

41,093,671

 

 

 

180,538

 

Net increase (decrease) in cash

 

 

30,892,437

 

 

 

(2,289

)

Cash at beginning of period

 

 

13,953,513

 

 

 

18,457

 

Cash at end of period

 

$

44,845,950

 

 

$

16,168

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

Cash paid for interest

 

$

19,608

 

 

$

4,520

 

Non-cash financing activities

 

 

 

 

 

 

Notes payable settled with new notes payable

 

$

 

 

$

42,534

 

Notes payable settled with common stock

 

$

 

 

$

63,800

 

PPP loan forgiveness

 

$

27,550

 

 

$

 

Accrued deferred initial public offering costs

 

$

 

 

$

1,334,331

 

 

See accompanying notes to condensed financial statements.

4


 

Inhibikase Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements

1.
Nature of Business

Inhibikase Therapeutics, Inc. (the “Company,” “we” or “our”) is a clinical stage pharmaceutical company developing therapeutics for Parkinson’s Disease, or "PD", and related disorders that arise inside and outside of the brain. In 2021, we commenced clinical development of IkT-148009, a small molecule Abelson Tyrosine Kinase inhibitor we believe can modify the course of Parkinson’s disease and its manifestation in the gastrointestinal tract, or GI. Results to date of our ongoing Phase 1 Single and Multiple Ascending Dose escalation study ("SAD" and "MAD", respectively) in older and elderly healthy volunteers have revealed important insights into the safety, tolerability and pharmacokinetics of IkT-148009 in human subjects. Outcomes of this study led to an acceleration of the clinical development program. In July 2021, the U.S. Food and Drug Administration (“FDA”) agreed with the Company’s plan to initiate its Phase 1b study in Parkinson’s patients which commenced dosing October 19, 2021. Clinical development of IkT-148009 for the GI complications in PD patients will cross-reference the Phase 1 study of IkT-148009 for the treatment of PD. Clinical development of the Company’s lead oncology asset, IkT-001Pro, is anticipated to begin shortly after submission of Company’s Investigational New Drug application for IkT-001Pro; submission of the IND is anticipated to occur in the first quarter of 2022. The Company’s pursuit of the orphan indication Multiple System Atrophy is ongoing with regulators in the U.S. and Europe.

 

2.
Liquidity and Going Concern

The Company has recognized recurring losses. At September 30, 2021, the Company had working capital of $43,161,479, an accumulated deficit of $24,776,068, cash of $44,845,950, accounts payable and accrued expenses of $2,458,811 and notes payable of $248,911. The Company had active grants in the amount of $1,932,618, of which $519,813 remained available in accounts held by the U.S. Treasury as of October 29, 2021.

The future success of the Company is dependent on its ability to successfully obtain additional working capital, obtain regulatory approval for and successfully launch and commercialize its product candidates and to ultimately attain profitable operations. Historically, the Company has funded its operations primarily through cash received in connection with revenue from its various grant programs. In addition, in June 2021 and December 2020, the Company raised approximately $41.1 million and $14.6 million in working capital from its underwritten public offering (the “June 2021 Offering”) and its initial public offering (“IPO”), respectively.

The Company is subject to a variety of risks similar to other early-stage life science companies including, but not limited to, the successful development, regulatory approval, and market acceptance of the Company’s product candidates, development by its competitors of new technological innovations, protection of proprietary technology, and raising additional working capital. The Company has incurred significant research and development expenses and general and administrative expenses related to its product candidate programs. The Company anticipates costs and expenses to increase in the future as the Company continues to develop its product candidates.

The Company may seek to fund its operations through additional public equity, private equity, or debt financings, as well as other sources. However, the Company may be unable to raise additional working capital, or if it is able to raise additional capital, it may be unable to do so on commercially favorable terms. The Company’s failure to raise capital or enter into such other arrangements if and when needed would have a negative impact on the Company’s business, results of operations and financial condition and the Company’s ability to continue to develop its product candidates.

The Company estimates that its working capital at September 30, 2021 is sufficient to fund its normal operations into the first quarter of 2023.

The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The condensed 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 the uncertainties described above.

 

5


 

3.
Basis of Presentation and Significant Accounting Policies

Basis of Presentation of Interim Financial Statements

The accompanying unaudited condensed financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. The December 31, 2020 balance sheet was derived from December 31, 2020 audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The results for the interim periods are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2021. The condensed unaudited financial statements contained herein should be read in conjunction with the Company’s annual audited financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report filed on SEC Form 10-K.

These condensed financial statements have been prepared on the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The condensed financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On August 21, 2020, the Company filed a Certificate of Amendment of its Certificate of Incorporation with the Secretary of State of the State of Delaware that effected a one-for-1.14396 (1:1.14396) reverse stock split of its common stock, par value $.001 per share, effective August 24, 2020. All warrant, option, share, and per share information in the Company’s financial statements gives retroactive effect to the one-for-1.14396 reverse stock split that was effected on August 24, 2020.

The condensed financial statements have been prepared in conformity with US GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative US GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

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

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. The JOBS Act permits an emerging growth company such as the Company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. The Company has elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that it either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.

Use of Estimates

The preparation of the Company’s financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company utilizes certain estimates in the determination of the fair value of its stock options and warrants, deferred tax valuation allowances and revenue recognition, to record expenses relating to research and development contracts and accrued expenses. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from such estimates.

Concentrations of Credit Risk

For the three months ended September 30, 2021 and 2020, the Company derived more than 90% of its total revenue from a single source, the United States Government, in the form of federal research grants.

Revenue Recognition

The Company generates revenue from research and development grants under contracts with third parties that do not create customer-vendor relationships. The Company’s research and development grants are non-exchange transactions and are not within

6


 

the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Contribution revenue earned from activities performed pursuant to research and development grants is reported as grant revenue in the Company’s condensed statements of operations. Revenue from these grants is recognized as the Company incurs qualifying expenses as stipulated by the terms of the respective grant. Cash received from grants in advance of incurring qualifying expenses is recorded as deferred revenue. The Company records revenue and a corresponding receivable when qualifying costs are incurred before the grants are received. 

 

4.
Supplemental Balance Sheet Information

Accrued expenses and other current liabilities consist of the following:

 

 

 

September 30,
2021

 

 

December 31,
2020

 

Accrued consulting

 

$

256,342

 

 

$

115,405

 

Accrued legal and professional fees

 

 

 

 

 

383,286

 

Accrued research and development

 

 

1,483,479

 

 

 

83,491

 

Accrued interest

 

 

811

 

 

 

1,673

 

Accrued bonuses

 

 

152,860

 

 

 

 

Accrued other

 

 

11,518

 

 

 

49,079

 

Total accrued expenses and other current liabilities

 

$

1,905,010

 

 

$

632,934

 

 

5.
Notes Payable

Notes payable outstanding were $248,911 and $318,995 at September 30, 2021 and December 31, 2020, respectively.

 

 

 

September 30,
2021

 

 

December 31,
2020

 

Fifth Restated Note

 

$

 

 

$

42,534

 

PPP Note

 

 

 

 

 

27,550

 

CEO Restated Note

 

 

248,911

 

 

 

248,911

 

Total notes payable

 

$

248,911

 

 

$

318,995

 

 

Future principal payments on the notes payable as of September 30, 2021, are as follows: 

 

Year ending December 31,

 

 

 

2021

 

$

 

2022

 

 

248,911

 

2023

 

 

 

2024

 

 

 

2025

 

 

 

Total notes payable

 

$

248,911

 

 

Revolving Demand Promissory Note

During 2019 and 2020, the Company entered into a series of promissory notes that were renegotiated and partially settled over 2019 and 2020.

On January 1, 2020, the Company issued a note (the “2020 Note”) in the face amount of $103,586 bearing 5.25% APR simple interest as settlement in full on the 2019 Note principal of $98,419 plus accrued interest of $5,167 that matured on January 1, 2020. The 2020 Note was scheduled to mature on January 1, 2021. Upon occurrence of certain conditions including the sale of a division of the Company or upon the date on which the Company closes on certain financings, the due date for some or all of the unpaid principal and accrued and unpaid interest may be accelerated. The Company assessed the terms and features of the 2020 Note and determined that none of the terms and features represented embedded derivatives that require bifurcation.

On June 30, 2020, the holder of the 2020 Note and the Company entered into an agreement to settle the 2020 Note early. As full consideration and settlement of the 2020 Note’s June 30, 2020 principal balance plus accrued and unpaid interest in the amount of $106,334, the Company issued a new promissory note to the holder in the amount of $42,534 (the “Fifth Restated Note”) with substantially similar terms as the 2020 Note. In addition, the holder subscribed for the purchase of 11,594 unregistered shares of the Company’s common stock at a subscription price of $63,800, or $5.50 per share. The issuance of shares under the subscription

7


 

agreement and the issuance of the Fifth Restated Note satisfied the payoff of the 2020 Note without premium or discount. The balance of the Fifth Restated Note was $42,534 on December 31, 2020 and is included in Notes payable.

The Fifth Restated Note was scheduled to mature on the earlier of a significant transaction, including an initial public offering, sale of substantially all assets or change of control, or January 1, 2021. The Company consummated its IPO on December 28, 2020 and the principal balance of the Fifth Restated Note plus accrued and unpaid interest was settled in full in cash on January 1, 2021.

Note Payable to CEO

On February 5, 2020 (the “Issue Date”), the Company issued a note payable to its CEO (the “CEO Note”) in the face amount of $245,250 bearing 1.59% APR simple interest in exchange for cash. The net proceeds of $245,250 were used as working capital by the Company. The note carried an original maturity of the earlier of the sixth month following the Issue Date or the date the Company has sufficient funds to repay the CEO Note. If an event of default occurs and is continuing, the Company agrees to issue a warrant to the holder with a strike price of $4.87 per share for a number of shares equal to 150% of the value of the loan. The Company assessed the terms and features of the CEO Note and determined that none of the terms and features represented embedded derivatives that require bifurcation.

On June 13, 2020, the holder of the CEO Note and the Company entered into a restated agreement (the “CEO Restated Note”). The CEO Restated Note in the amount of $248,911 extends the stated maturity date of the CEO Note from the earlier of the sixth month following the (original) Issue Date or the date the Company has sufficient funds to repay the note to the earlier of the 30th month following the (original) Issue Date or the date the Company has sufficient funds to repay the CEO Restated Note. The Issue Date, February 5, 2020, is unchanged. In addition, the interest rate was reduced, effective as of the Issue Date, from 1.59% APR to 0.25%. The CEO Restated Note also changed the exercise price of the warrant from $4.87 to $4.81 per share in the case of any default. The other provisions of the CEO Restated Note are the same, in all material respects, to the CEO Note. The Company and its CEO have agreed that the CEO Restated Note will be repaid by the end of first half of 2022. The principal balance of the CEO Note was $248,911 at September 30, 2021 and at December 31, 2020 and is included on the condensed balance sheets in Notes payable at September 30, 2021 and Notes payable, net of current portion at December 31, 2020.

The Paycheck Protection Program Loan (the “PPP Loan”)

On May 4, 2020 the Company received $27,550 in loan proceeds as part of the Federal Coronavirus Aid, Relief and Economic Security Act Paycheck Protection Program (the “PPP Act” or “PPP”) with a 1% annual interest rate. Some or all of this loan qualified for forgiveness if the Company expended not less than 60% of the loan proceeds on qualified payroll costs. During the nine months ended September 30, 2021, it was determined by the lender and by the Small Business Administration that the Company met the contractual conditions for forgiveness of the entire PPP Loan plus accrued interest and it was forgiven. The $27,550 principal balance of the PPP Loan at December 31, 2020 is included on the condensed balance sheet in Notes payable, net of current portion.

 

6.
Stockholders’ Equity (Deficit)

Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. A total of 5,191,957 and 4,318,357 shares of common stock were reserved for issuance upon the exercise of outstanding stock options and warrants as of September 30, 2021 and December 31, 2020, respectively.

Reverse Stock Split

On August 20, 2020, the board of directors adopted resolutions proposing that each 1.14396 shares of the Company’s issued and outstanding common stock, par value $0.001 per share, be automatically converted into one fully paid and non-assessable share of common stock, par value $0.001 (the “Reverse Stock Split”) with cash in lieu of fractional shares. On August 21, 2020, shareholders representing a majority of the issued and outstanding common stock approved the Reverse Stock Split. On August 21, 2020, the Company filed with the Delaware Secretary of State its Certificate of Amendment to its Certificate of Incorporation, effective as of August 24, 2020.

Share Issuances

In January 2020, an accredited investor subscribed for, and the Company issued, 874 shares of its stock in a private placement transaction at a per share price of $5.57. Net proceeds were approximately $4,870. Issuance costs were not material. No additional rights or options were granted to this accredited investor in connection with this issuance.

During the nine months ended September 30, 2021, an accredited investor subscribed for, and the Company issued, 9,000 shares of its stock in exchange for consulting services. The fair value of the stock was $60,391 based upon the closing price of the shares on the date of the transaction. Issuance costs were not material. No additional rights or options were granted to this accredited investor in

8


 

connection with this issuance. The $60,391 fair value is a component of selling, general and administrative costs for the nine months ended September 30, 2021.

During the nine months ended September 30, 2020 the Company issued 95,349 shares of its stock in connection with the exercise of non-qualified stock options.

In connection with the June 2021 Offering, the Company issued and sold 15,000,000 fully paid non-assessable shares of its common stock at a public offering price of $3.00 per share. Proceeds from the June 2021 Offering were $41.1 million after deducting offering costs, underwriting discounts and commissions of approximately $3.9 million. The net proceeds are and will be used as working capital by the Company.

 

7.
Stock-Based Compensation

2020 Equity Incentive Plan

The Company’s 2020 Equity Incentive Plan (the “2020 Plan”) was established for granting stock incentive awards to directors, officers, employees and consultants to the Company.

 

Stock Options

During the nine months ended September 30, 2021, the Company granted 68,628 options to its scientific advisory board members with a strike price of $6.82 per share, vesting immediately, with an aggregate grant date fair value of $259,674.

On June 25, 2021, the Company granted a total of 90,708 options to members of its board of directors with a strike price of $2.92 per share, vesting one year from the date of the grant, with an aggregate grant date fair value of $160,000.

On August 16, 2021, the Company granted 27,240 employee stock options with a strike price of $1.79 per share, vesting in three equal annual installments commencing on the first anniversary of the grant date, with a grant date fair value of $50,000.

In May 2021, the Company issued 73,496 shares of its common stock in connection with the exercise of non-qualified stock options with a strike price of $0.38 per share. All such securities were issued without registration under the Securities Act of 1933, as amended, in reliance upon the exemption afforded by Section 4(a)(2) of that Act.

In June 2021, the Company issued 21,854 shares of its common stock in connection with the exercise of non-qualified stock options with a strike price of $2.02 per share. All such securities were issued without registration under the Securities Act of 1933, as amended, in reliance upon the exemption afforded by Section 4(a)(2) of that Act.

In August 2021, the Company issued 21,853 shares of its common stock in connection with the exercise of non-qualified stock options with a strike price of $2.02 per share. All such securities were issued without registration under the Securities Act of 1933, as amended, in reliance upon the exemption afforded by Section 4(a)(2) of that Act.

No options were granted during the nine months ended September 30, 2020.

 

Stock-Based Compensation Expense

The following table summarizes the stock-based compensation expense for stock options granted to employees and non-employees:

 

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

Research and development

 

$

592,966

 

 

$

195,061

 

Selling, general and administrative

 

 

673,060

 

 

 

224,214

 

Total stock-based compensation expense

 

$

1,266,026

 

 

$

419,275

 

 

8.
Warrants

 

Warrants Issued

 

On March 31, 2020, the Company issued a warrant to purchase up to 26,225 shares of its stock to one of its consultants in exchange for services. The warrant contains a strike price of $5.67 per share and has a seven-year contractual term. The warrant is

9


 

classified within stockholders’ equity at its fair value and was treated as a standalone instrument. The fair value of the warrant was determined to be $101,478 utilizing the Black-Scholes-Merton option-pricing model at the time of issuance and is included in selling, general and administrative expenses for the nine months ended September 30, 2020. The Company recognized $658,945 in warrant expense for the nine months ended September 30, 2021, included in selling, general and administration expense.

 

In connection with the June 2021 Offering the Company issued and sold to its underwriters a warrant to purchase up to 750,000 shares of its common stock for an aggregate purchase price of $100 pursuant to its written agreement with the underwriters. This warrant is exercisable beginning June 15, 2022 at an initial exercise price of $3.75 per share of common stock.

 

Warrants Exercised

 

No warrants were exercised for the nine months ended September 30, 2021 and 2020.

 

9.
Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share applicable to common stockholders:

 

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

Numerator:

 

 

 

 

 

 

Net loss

 

$

(9,744,444

)

 

$

(1,639,908

)

Denominator:

 

 

 

 

 

 

Weighted-average number of common shares
   outstanding – basic and diluted

 

 

15,868,421

 

 

 

8,187,517

 

Net loss per share applicable to common
   stockholders – basic and diluted