−Removed: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: November 25, 2020, the Company’s common stock and Warrants began to trade on The Nasdaq Capital Market under the symbols
−Removed: “LIXT”
−Removed: and “LIXTW”, respectively.
−Removed: Prior to November 30, 2020, the Company’s common stock traded
−Removed: on the OTCQB.
−Removed: The stock market in general has experienced extreme stock price fluctuations in the past few years.
−Removed: In some cases,
−Removed: these fluctuations have been unrelated to the operating performance of the affected companies.
−Removed: Many companies have experienced
−Removed: dramatic volatility in the market prices of their common stock.
−Removed: The Company believes that a number of factors, both within and
−Removed: outside its control, could cause the price of the Company’s common stock to fluctuate, perhaps substantially.
−Removed: following table sets forth the range of reported closing prices of the Company’s common stock during the periods presented.
−Removed: Such quotations reflect prices between dealers in securities and do not include any retail mark-up, markdown or commissions, and
−Removed: may not necessarily represent actual transactions.
−Removed: share and per share amounts and information presented herein have been retroactively adjusted for all periods presented to reflect
−Removed: the 1-for-6 reverse stock split effected November 18, 2020.
−Removed: Year Ended December 31, 2019
−Removed: First Quarter
−Removed: Second Quarter
−Removed: Third Quarter
−Removed: Fourth Quarter
−Removed: Year Ended December 31, 2020
−Removed: First Quarter
−Removed: Second Quarter
−Removed: Third Quarter
−Removed: Fourth Quarter
−Removed: of March 12, 2021, the Company had 61 stockholders of record holding 13,538,259 shares of the Company’s common stock outstanding,
−Removed: including 7,096,582 shares of common stock held by an indeterminate number of beneficial owners of securities whose shares are
−Removed: held in the names of various depository accounts, brokerage firms and clearing agencies.
−Removed: Company’s dividend policy is determined by its Board of Directors and will depend upon a number of factors, including the
−Removed: Company’s financial condition and performance, its cash needs and expansion plans, income tax consequences, and the restrictions
−Removed: that applicable laws and any credit or other contractual arrangements may then impose.
−Removed: The Company has not paid any cash dividends
−Removed: on its common stock to date and at the current time the Company does not anticipate paying a cash dividend on its common stock
−Removed: in the foreseeable future.
+Added: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
+Added: November 25, 2020, the Company’s common stock and Warrants began to trade on The Nasdaq Capital Market under the symbols “LIXT”
+Added: and “LIXTW”, respectively.
+Added: Prior to November 30, 2020, the Company’s common stock traded on the OTCQB.
+Added: The stock market
+Added: in general has experienced extreme stock price fluctuations in the past few years.
+Added: In some cases, these fluctuations have been unrelated
+Added: to the operating performance of the affected companies.
+Added: Many companies have experienced dramatic volatility in the market prices of their
+Added: common stock.
+Added: The Company believes that a number of factors, both within and outside its control, could cause the price of the Company’s
+Added: common stock to fluctuate, perhaps substantially.
+Added: following table sets forth the range of reported closing prices of the Company’s common stock during the periods presented.
+Added: quotations reflect prices between dealers in securities and do not include any retail mark-up, markdown or commissions, and may not necessarily
+Added: represent actual transactions.
+Added: share and per share amounts and information presented herein have been retroactively adjusted for all periods presented to reflect the
+Added: 1-for-6 reverse stock split effected November 18, 2020.
+Added: Ended December 31, 2020
+Added: Ended December 31, 2021
+Added: of March 11, 2022, the Company had 46 stockholders of record holding 13,746,593 shares of the Company’s common stock outstanding,
+Added: including 9,132,118 shares of common stock held by an indeterminate number of beneficial owners of securities whose shares are held in
+Added: the names of various depository accounts, brokerage firms and clearing agencies.
+Added: Company’s dividend policy is determined by its Board of Directors and will depend upon a number of factors, including the Company’s
+Added: financial condition and performance, its cash needs and expansion plans, income tax consequences, and the restrictions that applicable
+Added: laws and any credit or other contractual arrangements may then impose.
+Added: The Company has not paid any cash dividends on its common stock
+Added: to date and at the current time the Company does not anticipate paying a cash dividend on its common stock in the foreseeable future.
Authorized For Issuance Under Equity Incentive Plans
−Removed: forth in the table below is information regarding awards made through compensation plans or arrangements through December 31,
−Removed: 2020, the most recently completed fiscal year.
−Removed: Plan Category
−Removed: securities to be
−Removed: exercise of outstanding
−Removed: Weighted average price of outstanding options, warrants and rights
−Removed: Number of securities remaining available for future issuance compensation plans (excluding securities reflected in column 2)
−Removed: Equity Compensation Plans Approved by Security Holders
−Removed: Equity Compensation Plans Not Approved by Security Holders
−Removed: 2,133,333 (1)
−Removed: The Company’s 2007 Stock Option Plan terminated on June 19, 2017.
−Removed: The 2,133,333 shares that remain available are pursuant
−Removed: to the Company’s 2020 Stock Incentive Plan, which was adopted on July 14, 2020 (see “ITEM 11.
−Removed: EXECUTIVE COMPENSATION”).
+Added: forth in the table below is information regarding awards made through compensation plans or arrangements through December 31, 2021, the
+Added: most recently completed fiscal year.
+Added: of outstanding
+Added: of outstanding
+Added: Compensation Plans Approved by Security Holders
+Added: Compensation Plans Not Approved by Security Holders
+Added: The 2,133,333 shares that remain available are pursuant to the Company’s 2020 Stock Incentive Plan, which was adopted on July 14,
+Added: 2020 (see “ITEM 11.
+Added: EXECUTIVE COMPENSATION”).
SELECTED FINANCIAL DATA
−Removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
−Removed: Company is a drug discovery company that uses biomarker technology to identify enzyme targets associated with serious common diseases
−Removed: and then designs novel compounds to attack those targets.
−Removed: The Company’s product pipeline is primarily focused on inhibitors
−Removed: of protein phosphatases, used alone and in combination with cytotoxic agents and/or x-ray and immune checkpoint blockers, and
−Removed: encompasses two major categories of compounds at various stages of pre-clinical and clinical development that the Company believes
−Removed: have broad therapeutic potential not only for cancer but also for other debilitating and life-threatening diseases.
−Removed: Company’s activities are subject to significant risks and uncertainties, including the need for additional capital.
−Removed: Company has not yet commenced any revenue-generating operations, does not have positive cash flows from operations, and is dependent
−Removed: on periodic infusions of equity capital to fund its operating requirements.
−Removed: November 18, 2020, the Company effected a 1-for-6 reverse split of its outstanding shares of common stock.
−Removed: No fractional shares
−Removed: were issued in connection with the reverse split, with any fractional shares resulting from the reverse split were rounded up
−Removed: to the nearest whole share.
−Removed: share and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split
−Removed: for all periods presented.
−Removed: of Common Stock
−Removed: March 2, 2021, the Company completed the sale of 1,133,102 shares of common stock at a price of $3.70 per share in a registered
−Removed: direct equity offering, generating gross proceeds of $4,192,477.
−Removed: The total cash costs of this offering were approximately $502,447,
−Removed: resulting in net proceeds of approximately $3,690,030.
−Removed: Pursuant to the placement agents’
−Removed: agreement, the Company granted
−Removed: to the placement agents warrants to purchase up to 113,310 shares of common stock commencing on March 2, 2021 and expiring on
−Removed: March 2, 2026, at an exercise price of $3.70 per share.
−Removed: December 31, 2020, the Company had cash of $5,069,266 available to fund its operations.
−Removed: Because the Company is currently engaged
−Removed: in Phase 2 clinical trials, it is expected that it will take a significant amount of time and resources to develop any product
−Removed: or intellectual property capable of generating sustainable revenues.
−Removed: Accordingly, the Company’s business is unlikely to
−Removed: generate any sustainable operating revenues in the next several years and may never do so.
−Removed: Even if the Company is able to generate
−Removed: revenues through licensing its technologies or through product sales, there can be no assurance that the Company will be able
−Removed: to achieve positive earnings and operating cash flows.
−Removed: Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which
−Removed: contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
−Removed: The Company has no recurring
−Removed: source of revenue and has experienced negative operating cash flows since inception.
−Removed: The Company has financed its working capital
−Removed: requirements primarily through the recurring sale of its equity securities.
−Removed: a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern
−Removed: within one year of the date that the accompanying consolidated financial statements have been issued.
−Removed: The Company’s independent
−Removed: registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December
−Removed: 31, 2020, has also expressed substantial doubt about the Company’s ability to continue as a going concern.
−Removed: The Company’s
−Removed: consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
−Removed: Accounting Pronouncements
−Removed: December 2019, the Financial Accounting Standards board (the “FASB”) issued Accounting Standards Update (“ASU”)
−Removed: 2019-12, Income Taxes (Topic 740):
−Removed: Simplifying the Accounting for Income Taxes (“ASU 2019-12”).
−Removed: ASU 2019-12 simplifies
−Removed: the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting
−Removed: guidance in ASC 740.
−Removed: ASU 2019-12 will be effective January 1, 2021.
−Removed: The adoption of ASU 2019-12 is not expected to have any impact
−Removed: on the Company’s consolidated financial statement presentation or disclosures subsequent to its adoption.
−Removed: August 2020, the FASB issued ASU 2020-06, Debt —
−Removed: Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
−Removed: and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
−Removed: Accounting for Convertible Instruments and Contracts
−Removed: in an Entity’s Own Equity (“ASU 2020-06).
−Removed: ASU 2020-06 simplifies the accounting for convertible debt by eliminating
−Removed: the beneficial conversion and cash conversion accounting models.
−Removed: Upon adoption of ASU 2020-06, convertible debt proceeds, unless
−Removed: issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract,
−Removed: will no longer be allocated between debt and equity components.
−Removed: This modification will reduce the issue discount and result in
−Removed: less non-cash interest expense in financial statements.
−Removed: ASU 2020-06 also updates the earnings per share calculation and requires
−Removed: entities to assume share settlement when the convertible debt can be settled in cash or shares.
−Removed: ASU 2020-06 will be effective
−Removed: January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption.
−Removed: adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year.
−Removed: The adoption of ASU 2020-06
−Removed: is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures subsequent
−Removed: to its adoption, with any effect being largely dependent on the composition and terms of outstanding financial instruments at
−Removed: the time of adoption.
−Removed: does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have
−Removed: a material impact on the Company’s financial statement presentation or disclosures.
−Removed: Concentration
−Removed: Company periodically contracts with vendors and consultants to provide services related to the Company’s operations.
−Removed: incurred for these services can be for a specific time period (typically one year) or for a specific project or task.
−Removed: expenses incurred that represented 10% or more of general and administrative costs or research and development costs for the years
−Removed: ended December 31, 2020 and 2019 are described as follows.
−Removed: and administrative costs for the years ended December 31, 2020 and 2019 include charges from a legal firm for general licensing
−Removed: and patent prosecution costs relating to the Company’s intellectual properties representing 27.3% and 44.5%, respectively,
−Removed: of total general and administrative costs.
−Removed: General and administrative costs for the years ended December 31, 2020 and 2019 also
−Removed: include charges for the amortized value of stock options granted to directors and officers representing 23.7% and 18.8%, respectively,
−Removed: of total general and administrative costs.
−Removed: and development costs for the year ended December 31, 2020 include charges from a consultant, and the value associated with extending
−Removed: stock options previously granted to that consultant, representing 65.6% of total research and development costs, and charges from
−Removed: a vendor representing 13.7% of total research and development costs.
−Removed: Research and development costs for the year ended December
−Removed: 31, 2019 include charges for the value associated with fully-vested stock options granted to a consultant representing 52.9% of
−Removed: total research and development costs, and charges from a consultant and from a vendor representing 12.2% and 10.7%, respectively,
−Removed: of total research and development costs.
−Removed: Accounting Policies and Estimates
−Removed: preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles
−Removed: in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts
−Removed: of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
−Removed: Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates
−Removed: under different assumptions or conditions.
−Removed: Management bases its estimates on historical experience and on various assumptions
−Removed: that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results
−Removed: of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
−Removed: from other sources.
−Removed: Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently
−Removed: available information, changes in facts and circumstances, historical experience and reasonable assumptions.
−Removed: After such evaluations,
−Removed: if deemed appropriate, those estimates are adjusted accordingly.
−Removed: Actual results could differ from those estimates.
−Removed: estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for
−Removed: services, and the realization of deferred tax assets.
−Removed: following critical accounting policies affect the more significant judgements and estimates used in the preparation of the Company’s
−Removed: consolidated financial statements.
−Removed: and Development
−Removed: and development costs consist primarily of fees paid to consultants and contractors, and other expenses relating to the acquisition,
−Removed: design, development and clinical trials with respect to the Company’s compounds and product candidates.
−Removed: Research and development
−Removed: costs also include the costs to produce the compounds used in research and clinical trials.
−Removed: and development costs are charged to operations ratably over the life of the underlying contracts, unless the achievement of milestones,
−Removed: the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate.
−Removed: incurred with respect to mandatory scheduled payments under research agreements with milestone provisions are recognized as charges
−Removed: to research and development costs in the Company’s consolidated statement of operations based on the achievement of such
−Removed: milestones, as specified in the agreement.
−Removed: Obligations incurred with respect to mandatory scheduled payments under research agreements
−Removed: without milestone provisions are recognized ratably over the appropriate period, as specified in the agreement, and are recorded
−Removed: as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs
−Removed: in the Company’s consolidated statement of operations.
−Removed: made pursuant to research and development contracts are initially recorded as advances on research and development contract services
−Removed: in the Company’s consolidated balance sheet and are then charged to research and development costs in the Company’s
−Removed: consolidated statement of operations as those contract services are performed.
−Removed: Expenses incurred under research and development
−Removed: contracts in excess of amounts advanced are recorded as research and development contract liabilities in the Company’s consolidated
−Removed: balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of
−Removed: The Company reviews the status of its research and development contracts on a quarterly basis.
−Removed: and Licensing Related Legal and Filing Costs
−Removed: to the significant uncertainty associated with the successful development of one or more commercially viable products based on
−Removed: the Company’s research efforts and related patent applications, all patent-related legal and filing fees and licensing-related
−Removed: legal fees are charged to operations as incurred.
−Removed: Patent and licensing related legal and filing costs are included in general
−Removed: and administrative costs in the Company’s consolidated statements of operations.
−Removed: Company periodically issues common stock and stock options to officers, directors, employees, Scientific Advisory Committee members,
−Removed: contractors and consultants for services rendered.
−Removed: Options vest and expire according to terms established at the issuance date
−Removed: of each grant.
−Removed: Stock grants, which are generally time vested, are measured at the grant date fair value and charged to operations
−Removed: ratably over the vesting period.
−Removed: Company accounts for stock-based payments to officers, directors, employees, Scientific Advisory Committee members contractors
−Removed: and consultants by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of
−Removed: the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements
−Removed: over the vesting period of the awards.
−Removed: fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model,
−Removed: and is affected by several variables, the most significant of which are the expected life of the stock option, the exercise price
−Removed: of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of
−Removed: the common stock.
−Removed: Unless sufficient historical exercise data is available, the expected life of the stock option is calculated
−Removed: as the mid-point between the vesting period and the contractual term (the “simplified method”).
−Removed: Estimated volatility
−Removed: is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately
−Removed: equal to the contractual life of the stock option being granted.
−Removed: The risk-free interest rate is based on the U.S.
−Removed: Treasury yield
−Removed: curve in effect at the time of grant.
−Removed: The fair market value of the common stock is determined by reference to the quoted market
−Removed: price of the Company’s common stock on the grant date.
−Removed: Company recognizes the fair value of stock-based compensation awards in general and administrative costs and in research and development
−Removed: costs, as appropriate, in the Company’s consolidated statements of operations.
−Removed: The Company issues new shares of common stock
−Removed: to satisfy stock option exercises.
−Removed: of Business Activities and Plans
−Removed: Company is a drug discovery company that uses biomarker technology to identify enzyme targets associated with serious common diseases
−Removed: and then designs novel compounds to attack those targets.
−Removed: The Company’s product pipeline is primarily focused on inhibitors
−Removed: of protein phosphatases, used alone and in combination with cytotoxic agents and/or x-ray and immune checkpoint blockers, and
−Removed: encompasses two major categories of compounds at various stages of pre-clinical and clinical development that the Company believes
−Removed: have broad therapeutic potential not only for cancer but also for other debilitating and life-threatening diseases.
−Removed: Company has developed two series of pharmacologically active drugs, the LB-100 series and the LB-200 series.
−Removed: The Company believes
−Removed: that the mechanism by which compounds of the LB-100 series affect cancer cell growth is different from cancer agents currently
−Removed: approved for clinical use.
−Removed: Lead compounds from each series have activity against a broad spectrum of common and rarer human cancers
−Removed: in cell culture systems.
−Removed: In addition, compounds from both series have anti-cancer activity in animal models of glioblastoma multiforme,
−Removed: neuroblastoma, and medulloblastoma, all cancers of neural tissue.
−Removed: Lead compounds of the LB-100 series also have activity against
−Removed: melanoma, breast cancer and sarcoma in animal models and enhance the effectiveness of commonly used anti-cancer drugs in these
−Removed: model systems.
−Removed: The enhancement of anti-cancer activity of these anti-cancer drugs occurs at doses of LB-100 that do not significantly
−Removed: increase toxicity in animals.
−Removed: It is therefore hoped that, when combined with standard anti-cancer regimens against many tumor
−Removed: types, the Company’s compounds will improve therapeutic benefit without enhancing toxicity in humans.
−Removed: LB-100 series consists of novel structures which have the potential to be first in their class and may be useful in the treatment
−Removed: of not only several types of cancer but also vascular and metabolic diseases.
−Removed: The LB-200 series contains compounds which have
−Removed: the potential to be the most effective in its class and may be useful for the treatment of chronic hereditary diseases, such as
−Removed: Gaucher’s disease, in addition to cancer and neurodegenerative diseases.
−Removed: Company has demonstrated that lead compounds of both the LB-100 series and the LB-200 are active against a broad spectrum of human
−Removed: cancers in cell culture and against several types of human cancers in animal models.
−Removed: The research on these compounds was initiated
−Removed: in 2006 under a Cooperative Research and Development Agreement, or CRADA, with the National Institute of Neurologic Disorders
−Removed: and Stroke, or NINDS, of the National Institutes of Health, or NIH, dated March 22, 2006 that was subsequently extended through
−Removed: a series of amendments until it terminated on April 1, 2013.
−Removed: As discussed below, the Company’s primary focus is on the clinical
−Removed: development of LB-100.
−Removed: LB-200 series consists of histone deacetylase inhibitors (HDACi).
−Removed: Many pharmaceutical companies are also developing drugs of this
−Removed: type, and at least two companies have HDACi approved for clinical use, in both cases for the treatment of a type of lymphoma.
−Removed: Despite this significant competition, the Company has demonstrated that its HDACi have broad activity against many cancer types,
−Removed: have neuroprotective activity, and have anti-fungal activity.
−Removed: In addition, these compounds have low toxicity.
−Removed: LB-200 has not yet
−Removed: advanced to the clinical stage and would require additional capital to fund further development.
−Removed: Accordingly, because of the Company’s
−Removed: focus on the clinical development of LB-100 and analogs for cancer therapy as described below in more detail, the Company have
−Removed: decided not to actively pursue the pre-clinical development of our LB-200 series of compounds at this time.
−Removed: At this time, the
−Removed: Company intend to only maintain composition of matter patents for LB-200.
−Removed: Collaborations
−Removed: with leading academic research centers in the United States, Europe and Asia have established the breadth of activity of LB-100
−Removed: in pre-clinical models of several major cancers.
−Removed: There is considerable scientific interest in LB-100 because it exerts its activity
−Removed: by a novel mechanism and is the first of its type to be evaluated so broadly in multiple animal models of cancer and now in human
−Removed: LB-100 is one of a series of serine/threonine phosphatase (s/t ptase) inhibitors designed by the Company.
−Removed: The s/t ptases
−Removed: are ubiquitous enzymes that regulate many cell signaling networks important to cell growth, division and death.
−Removed: The s/t ptases
−Removed: have long been appreciated as potentially important targets for anti-cancer drugs.
−Removed: However, because of the multi- functionality
−Removed: of these enzymes, it had been widely held that pharmacologic inhibitors of s/t ptases would be too toxic to allow their development
−Removed: as anti-cancer treatments, but the Company has shown that this is not the case.
−Removed: LB-100 was well tolerated at doses associated
−Removed: with objective regression (significant tumor shrinkage) and/or the arresting of tumor progression in patients with progressive
−Removed: studies showed that LB-100 itself inhibits a spectrum of human cancers and that combined with standard cytotoxic drugs and/or
−Removed: radiation, LB-100 potentiates their effectiveness against hematologic and solid tumor cancers without enhancing toxicity.
−Removed: at very low doses in animal models of cancer, LB-100 markedly increased the effectiveness of a PD-1 blocker, one of the widely
−Removed: used new immunotherapy drugs.
−Removed: This finding raises the possibility that LB-100 may further expand the value of the expanding field
−Removed: of cancer immunotherapy.
−Removed: Company completed a Phase 1 clinical trial of LB-100 to evaluate its safety that showed it is associated with antitumor activity
−Removed: in humans at doses that are readily tolerable.
−Removed: Responses included objective regression (tumor shrinkage) lasting for 11 months
−Removed: of a pancreatic cancer and cessation of growth (stabilization of disease) for 4 months or more of 9 other progressive solid tumors
−Removed: out of 20 patients who had measurable disease.
−Removed: As Phase 1 clinical trials are fundamentally designed to determine safety of a
−Removed: new compound in humans, the Company was encouraged by these results.
−Removed: The next step is to demonstrate in Phase 2 clinical trials
−Removed: the efficacy of LB-100 in one or more specific tumor types, against which the compound has well documented activity in pre-clinical
−Removed: a compound moves through the FDA-approval process, it becomes an increasingly valuable property, but at a cost of additional investment
−Removed: at each stage.
−Removed: As the potential effectiveness of LB-100 has been documented at the clinical trial level, the Company has allocated
−Removed: resources to expand the breadth and depth of its patent portfolio.
−Removed: The Company’s approach has been to operate with a minimum
−Removed: of overhead, moving compounds forward as efficiently and inexpensively as possible, and to raise funds to support each of these
−Removed: stages as certain milestones are reached.
−Removed: The Company’s longer-term objective is to secure one or more strategic partnerships
−Removed: or licensing agreements with pharmaceutical companies with major programs in cancer.
−Removed: of the Novel Coronavirus (COVID-19) on the Company’s Business Operations
−Removed: global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as
−Removed: businesses and governments have taken broad actions to mitigate this public health crisis.
−Removed: In light of the uncertain and continually
−Removed: evolving situation relating to the spread of COVID-19, this pandemic could pose a risk to the Company.
−Removed: The extent to which the
−Removed: coronavirus may impact the Company’s business operations will depend on future developments, which are highly uncertain
−Removed: and cannot be predicted at this time.
−Removed: The Company intends to continue to monitor the situation and may adjust its current business
−Removed: plans as more information and guidance become available.
−Removed: coronavirus pandemic presents a challenge to medical facilities worldwide.
−Removed: As the Company’s clinical trials are conducted
−Removed: on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical
−Removed: trials, which could include delays in and increased costs of such clinical trials.
−Removed: Current indications from the clinical research
−Removed: organizations conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several
−Removed: months as a result of the coronavirus pandemic.
−Removed: is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to
−Removed: the Company in the future.
−Removed: of Operations
−Removed: December 31, 2020, the Company had not yet commenced any revenue-generating operations, does not have any positive cash flows
−Removed: from operations, and is dependent on its ability to raise equity capital to fund its operating requirements.
−Removed: Company’s consolidated statements of operations as discussed herein are presented below.
−Removed: Years Ended December 31,
−Removed: Costs and expenses:
−Removed: General and administrative costs
−Removed: Research and development costs
−Removed: Total costs and expenses
−Removed: Loss from operations
−Removed: Interest income
−Removed: Interest expense
−Removed: $ (3,264,882 )
−Removed: $ (2,440,343 )
−Removed: Net loss per common share –
−Removed: basic and diluted
−Removed: Weighted average common shares outstanding –
−Removed: basic and diluted
−Removed: Ended December 31, 2020 and 2019
−Removed: The Company did not have any revenues for the years ended December 31, 2020 and 2019.
−Removed: and Administrative Costs .
−Removed: For the year ended December 31, 2020, general and administrative costs were $2,042,764, which consisted
−Removed: of the fair value of vested stock options issued to officers and consultants of $580,634, patent and licensing legal fees and
−Removed: costs of $553,173, other consulting and professional fees of $403,983, insurance expense of $142,575, officer’s salary and
−Removed: related costs of $268,457, licensing fees of $25,001, stock transfer fees of $11,801, listing fees of $12,000, filing fees of
−Removed: $10,616, travel of $718, and other operating costs of $33,806.
−Removed: the year ended December 31, 2019, general and administrative costs were $1,669,160, which consisted of the fair value of vested
−Removed: stock options issued to officers and consultants of $314,631, patent and licensing legal fees and costs of $742,918, other consulting
−Removed: and professional fees of $350,534, insurance expense of $55,935, officer’s salary and related costs of $67,684, licensing
−Removed: fees of $80,669, stock transfer fees of $10,202, listing fees of $12,000, filing fees of $10,016, travel of $4,703, and other
−Removed: operating costs of $19,868.
−Removed: and administrative costs increased by $373,604 or 22.4% in 2020 as compared to 2019, primarily as a result of an increase in the
−Removed: fair value of vested stock options issued to officers and consultants of $266,003, an increase in officer’s salary and related
−Removed: costs of $200,773, an increase in insurance expense of $86,640, offset by a decrease in patent and licensing legal fees and costs
−Removed: and Development Costs .
−Removed: For the year December 31, 2020, research and development costs were $1,223,676, which consisted of
−Removed: the fair value of vested stock options issued to consultants of $670,715, and contractor costs, primarily in connection with the
−Removed: Company’s pre-clinical research focused on the development of additional novel anti-cancer compounds to add to its clinical
−Removed: pipeline, including $43,411 to GEIS, $41,142 to Moffitt, $31,388 to Theradex, $131,650 to BioPharmaWorks, $167,120 to a contract
−Removed: research and development firm for the synthesis work to develop a new supply of LB-100 for the GEIS clinical trial, and $138,250
−Removed: to various other contractors.
−Removed: the year ended December 31, 2019, research and development costs were $820,906, which consisted of the fair value of vested stock
−Removed: options issued to consultants of $434,024, and contractor costs, primarily in connection with the Company’s pre-clinical
−Removed: research focused on the development of additional novel anti-cancer compounds to add to its clinical pipeline, including $87,471
−Removed: to GEIS, $45,093 to Moffitt, $64,624 to Theradex, $100,000 to BioPharmaWorks and $89,694 to various other contractors.
−Removed: and development costs increased by $402,770 in 2020 as compared to 2019, primarily as a result of an increase in the fair value
−Removed: of vested stock options issued to consultants of $236,691 and an increase in contractor costs, primarily in connection with the
−Removed: Company’s pre-clinical research focused on the development of additional novel anti-cancer compounds to add to its clinical
−Removed: For the year ended December 31, 2020, the Company had interest income of $5,232, as compared to interest income of
−Removed: $49,723 for the year ended December 31, 2019, as a result of a reduction in the Company’s cash resources previously invested
−Removed: in short-term federally insured certificates of deposit.
−Removed: For the year ended December 31, 2020, the Company had interest expense of $3,674 related to the financing of its
−Removed: directors and officers liability insurance premium.
−Removed: The Company had no interest expense during the year ended December 31, 2019.
−Removed: For the year ended December 31, 2020, the Company incurred a net loss of $3,264,882, as compared to a net loss of $2,440,343
−Removed: for the year ended December 31, 2019.
−Removed: and Capital Resources –
−Removed: December 31, 2020
−Removed: December 31, 2020, the Company had working capital of $5,011,951, as compared to working capital of $2,434,135 at December 31,
−Removed: 2019, reflecting an increase in working capital of $2,577,816 for the year ended December 31, 2020.
−Removed: The increase in working capital
−Removed: during the year ended December 31, 2020 was the result of the net cash proceeds of $4,591,349 from the Company’s November
−Removed: 2020 public offering, which are being utilized to fund the Company’s research and development activities and ongoing operating
−Removed: expenses, including the Company’s clinical trial program and maintaining and developing the patent portfolio.
−Removed: 31, 2020, the Company had cash and cash equivalents of $5,069,266 available to fund its operations.
−Removed: Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund
−Removed: its research and development activities and to ultimately achieve sustainable operating revenues and profitability.
−Removed: and timing of future cash requirements depends on the pace and design of the Company’s clinical trial program, which, in
−Removed: turn, depends on the availability of operating capital to fund such activities.
−Removed: November 30, 2020, the Company listed on The Nasdaq Capital Market in conjunction with the completion of its public offering of
−Removed: units of common stock and warrants that generated net cash proceeds of $4,591,349.
−Removed: Subsequently, on January 18, 2021, the Company
−Removed: entered into a clinical trial agreement to carry out a Phase 1b clinical trial of LB-100, combined with a standard regimen for
−Removed: untreated, extensive stage-disease small cell lung cancer.
−Removed: This new clinical trial is being conducted through City of Hope, and
−Removed: is estimated to cost from $2,500,000 to $2,900,000 and take approximately 18 to 24 months to conduct from its expected commencement
−Removed: during the quarter ending June 30, 2021.
−Removed: Combined with the Company’s existing clinical trial commitments, this new clinical
−Removed: trial commitment represents an additional demand on the Company’s working capital resources.
−Removed: Although the Company completed
−Removed: a sale of common stock under a registered direct equity offering on March 2, 2021 that generated net proceeds of approximately
−Removed: $3,690,000, the Company estimates that it will need to raise additional capital to fund its operations, including its various
−Removed: clinical trial commitments, by mid-2022.
−Removed: In addition, the Company’s operating plan may change as a result of many factors
−Removed: which are currently unknown to the Company, including possible additional clinical trials, and the Company may need additional
−Removed: funds sooner than currently planned.
−Removed: market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances
−Removed: that the Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct
−Removed: There is also significant uncertainty as to the effect that the coronavirus may have on the Company’s clinical
−Removed: trial schedule and the amount and type of financing available to the Company in the future.
−Removed: cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale
−Removed: back or discontinue its clinical trial program, as well as its licensing and patent prosecution efforts and its technology and
−Removed: product development efforts, or obtain funds, if available, through strategic alliances or joint ventures that could require the
−Removed: Company to relinquish rights to and/or control of LB-100, or to discontinue operations entirely.
−Removed: For the year ended December 31, 2020, operating activities utilized cash of $2,131,414, as compared to utilizing
−Removed: cash of $1,674,148 for the year ended December 31, 2019, to fund the Company’s ongoing research and development activities
−Removed: and to fund its other ongoing operating expenses, including maintaining and developing its patent portfolio.
−Removed: For the years ended December 31, 2020 and 2019, the Company had no investing activities.
−Removed: For the year December 31, 2020, financing activities consisted of the gross proceeds from the sales of units and
−Removed: warrants in the Company’s public offering of $5,701,800, offset by the payment of offering costs of $1,099,984.
−Removed: had no financing activities for the year ended December 31, 2019.
−Removed: Trial Agreements
−Removed: Effective August 20, 2018, the Company entered into a Clinical Trial Research Agreement with the Moffitt Cancer Center and
−Removed: Research Institute Hospital Inc., Tampa, Florida (“Moffitt”), effective for a term of five years, unless terminated
−Removed: earlier by the Company pursuant to 30 days written notice.
−Removed: Pursuant to the Clinical Trial Research Agreement, Moffitt agreed to
−Removed: conduct and manage a Phase 1b/2 clinical trial to evaluate the therapeutic benefit of the Company’s lead anti-cancer clinical
−Removed: compound LB-100 to be administered intravenously in patients with low or intermediate-1 risk myelodysplastic syndrome (MDS).
−Removed: November 2018, the Company received approval from the U.S.
−Removed: Food and Drug Administration for its Investigational New Drug Application
−Removed: (“IND”) to conduct a Phase 1b/2 clinical trial to evaluate the therapeutic benefit of LB-100 in patients with low
−Removed: and intermediate-1 risk MDS who have failed or are intolerant of standard treatment.
−Removed: Patients with MDS, although usually older,
−Removed: are generally well except for severe anemia requiring frequent blood transfusions.
−Removed: This Phase 1b/2 clinical trial utilizes LB-100
−Removed: as a single agent in the treatment of patients with low and intermediate-1 risk MDS, including patients with del(5q) myelodysplastic
−Removed: syndrome (del5qMDS) failing first line therapy.
−Removed: The bone marrow cells of patients with del5qMDS are deficient in PP2A by virtue
−Removed: of an acquired mutation and are especially vulnerable to further inhibition of PP2A by LB-100.
−Removed: The clinical trial began at a single
−Removed: site in April 2019 and the first patient was entered into the clinical trial in July 2019.
−Removed: A total enrollment of 41 patients is
−Removed: An interim analysis will be done after the first 21 patients are entered.
−Removed: If there are 3 or more responders but fewer
−Removed: than 7, an additional 20 patients will be entered.
−Removed: If at any point there are 7 or more responders, this will be sufficient evidence
−Removed: to support continued development of LB-100 for the treatment of low and intermediate-1 risk MDS.
−Removed: Recruitment has been slow and
−Removed: the Covid-19 pandemic has further reduced recruitment of patients into the protocol.
−Removed: At the current rate of accrual, the trial
−Removed: would be completed over a period of four years from its initiation, with the final analysis and reporting expected by July 2023.
−Removed: However, with additional funds, the Company’s objective would be to add two additional MDS centers to the Phase 2 portion
−Removed: of the study to accelerate patient accrual, with the goal of an earlier reporting date.
−Removed: the years ended December 31, 2020 and 2019, the Company paid Moffitt $41,142 and $45,093, respectively, pursuant to this agreement.
−Removed: As of December 31, 2020, total costs of $102,944 have been incurred pursuant to this agreement.
−Removed: Effective July 31, 2019, the Company entered into a Collaboration Agreement for an Investigator-Initiated Clinical Trial with
−Removed: the Spanish Sarcoma Group (Grupo Español de Investigación en Sarcomas or “GEIS”), Madrid, Spain, to
−Removed: carry out a study entitled “Randomized phase I/II trial of LB-100 plus doxorubicin vs.
−Removed: doxorubicin alone in first line of
−Removed: advanced soft tissue sarcoma”.
−Removed: The purpose of this clinical trial is to obtain information about the efficacy and safety
−Removed: of LB-100 combined with doxorubicin in soft tissue sarcomas.
−Removed: Doxorubicin is the global standard for initial treatment of advanced
−Removed: soft tissue sarcomas (“ASTS”).
−Removed: Doxorubicin alone has been the mainstay of first line treatment of ASTS for over 40
−Removed: years, with little therapeutic gain from adding cytotoxic compounds to or substituting other cytotoxic compounds for doxorubicin.
−Removed: In animal models, LB-100 consistently enhances the anti-tumor activity of doxorubicin without apparent increases in toxicity.
−Removed: has a network of referral centers in Spain and across Europe that have an impressive track record of efficiently conducting innovative
−Removed: studies in ASTS.
−Removed: The Company agreed to provide GEIS with a supply of LB-100 to be utilized in the conduct of this clinical trial,
−Removed: as well as to provide funding for the clinical trial.
−Removed: The goal was to enter the first patient during the quarter ending December
−Removed: 31, 2020, with approximately 150 patients to be enrolled over two years.
−Removed: Advanced sarcoma is a very aggressive disease.
−Removed: of the study assumes a median progression free survival (PFS, no evidence of disease progression or death from any cause) of 4.5
−Removed: months in the doxorubicin arm and an alternative median PFS of 7.5 months in the doxorubicin plus LB-100 arm to demonstrate a
−Removed: statistically significant decrease in relative risk of progression or death by adding LB-100.
−Removed: There is a planned interim analysis
−Removed: of the primary endpoint when about half of the 102 events required for final analysis is reached.
−Removed: Company had previously expected that this clinical trial would commence during the quarter ended June 30, 2020.
−Removed: However, during
−Removed: July 2020, the Spanish regulatory authority advised the Company that although it had approved the scientific and ethical basis
−Removed: of the protocol, it required that the Company manufacture new inventory of LB-100 under current Spanish pharmaceutical manufacturing
−Removed: These regulations were adopted subsequent to the production of the Company’s existing LB-100 inventory.
−Removed: is in the process of obtaining approval from the European Union regulatory authorities for new inventory of LB-100.
−Removed: the clinical trial is now estimated to begin during the quarter ending September 30, 2021 and to be completed by the quarter ending
−Removed: September 30, 2024.
−Removed: The interim analysis is expected in June 2023 and could indicate either inferiority or superiority of LB-100
−Removed: plus doxorubicin as compared to doxorubicin alone.
−Removed: A positive study would have the potential to change the standard therapy for
−Removed: this disease after four decades of failure to improve the marginal benefit of doxorubicin alone.
−Removed: Company’s agreement with GEIS provides for various payments based on achieving specific milestones over the term of the
−Removed: On February 18, 2020, the Company advanced $43,411 to GEIS towards a second milestone payment obligation of $87,471,
−Removed: which was expected to become due and payable during the quarter ended June 30, 2020 based on the anticipated achievement of the
−Removed: second milestone, and which was therefore recorded as an advance on the Company’s balance sheet at March 31, 2020.
−Removed: as a result of the substantial delay in commencing the clinical trial as described above, the achievement of the second milestone
−Removed: had been delayed until mid-2021 and the Company therefore determined to charge such advance to research and development costs
−Removed: in the Company’s statement of operations at June 30, 2020.
−Removed: Subsequently, on March 9, 2021, the Company paid an additional
−Removed: $23,802 to GEIS for current work being done under this agreement.
−Removed: during the years ended December 31, 2020 and 2019, the Company incurred costs of $43,411 and $87,471, respectively, pursuant to
−Removed: this agreement.
−Removed: As of December 31, 2020, total costs of $130,882 have been incurred pursuant to this agreement.
−Removed: Company’s aggregate commitments pursuant to the aforementioned clinical trial agreements, less amounts previously paid to
−Removed: date under these agreements, totaled approximately $5,230,000 as of December 31, 2020, consisting of approximately $4,614,000
−Removed: relating to the GEIS clinical trial and approximately $616,000 relating to the Moffit clinical trial, which are expected to be
−Removed: incurred over the next five years through December 31, 2025.
−Removed: order to manufacture a new inventory supply of LB-100 for the GEIS clinical trial, the Company has engaged a number of vendors
−Removed: to carry out the multiple tasks needed to make and gain approval of a new clinical product for investigational study in Spain.
−Removed: These tasks include the synthesis under good manufacturing practices (GMP) of the active pharmacologic ingredient (API), with
−Removed: documentation of each of the steps involved by an independent auditor.
−Removed: The API is then transferred to a vendor that prepares the
−Removed: clinical drug product (DP), also under GMP conditions documented by an independent auditor.
−Removed: The DP is then sent to a vendor to
−Removed: test for purity and sterility, provide appropriate labels, store the drug, and distribute the drug to the clinical centers for
−Removed: use in the clinical trials.
−Removed: A formal application documenting all steps taken to prepare the DP for clinical use must be submitted
−Removed: to the appropriate regulatory authorities for review and approval before being used in a clinical trial.
−Removed: Company estimates that this program to provide new inventory of the DP for the Spanish sarcoma study, and potentially for subsequent
−Removed: multiple trials within the European Union, will cost from $600,000 and $700,000.
−Removed: The Company’s remaining aggregate commitments
−Removed: under this program, less amounts previously paid to date, totaled approximately $300,000 as of December 31, 2020, which are expected
−Removed: to be incurred through June 30, 2021.
−Removed: Trial Agreement Entered into Subsequent to December 31, 2020
−Removed: Effective January 18, 2021, the Company executed a Clinical Research Support Agreement with City of Hope National
−Removed: Medical Center, an NCI-designated comprehensive cancer center, and City of Hope Medical Foundation (collectively, “City
−Removed: of Hope”), to carry out a Phase 1b clinical trial of LB-100, the Company’s first-in-class protein phosphatase inhibitor,
−Removed: combined with a standard regimen for untreated, extensive stage-disease small cell lung cancer (ED-SCLC).
−Removed: LB-100 will be given
−Removed: in combination with carboplatin, etoposide and atezolizumab, an FDA-approved but marginally effective regimen, to previously untreated
−Removed: ED-SCLC patients.
−Removed: The dose of LB-100 will be escalated with the standard fixed doses of the 3-drug regimen to reach a recommended
−Removed: Phase 2 dose (RP2D).
−Removed: Patient entry will be expanded so that a total of 12 patients will be evaluable at the RP2D to confirm the
−Removed: safety of the LB-100 combination and to look for potential therapeutic activity as assessed by objective response rate, duration
−Removed: of overall response, progression-free-survival and overall survival.
−Removed: Company estimates that from 24 to 30 patients will be needed to complete this clinical trial, at an estimated cost of $2,500,000
−Removed: to $2,900,000, respectively.
−Removed: If a significant number of patients fail during the dose-escalation process, an increase of up to
−Removed: 12 patients would likely be necessary, at an estimated additional cost of $800,000.
−Removed: clinical trial is planned to commence during the quarter ending June 30, 2021, with patient accrual expected to take approximately
−Removed: 18 to 24 months to conduct.
−Removed: If LB-100 does potentiate the benefit of the standard regimen, some evidence could be noted at 12
−Removed: months into the clinical trial, but an assessment of potential increased activity is likely to require at least 24 months.
−Removed: Trial Monitoring Agreements
−Removed: September 12, 2018, the Company finalized a work order agreement with Theradex Systems, Inc.
−Removed: (“Theradex”), an international
−Removed: contract research organization (“CRO”), to monitor the Phase 1b/2 clinical trial being managed and conducted by Moffitt.
−Removed: The clinical trial began in April 2019 and the first patient was entered into the clinical trial in July 2019.
−Removed: At the current
−Removed: rate of accrual, the trial would be completed over a period of four years from its initiation, with the final analysis and reporting
−Removed: expected by July 2023.
−Removed: under this work order agreement are estimated to be approximately $954,000, with such payments expected to be divided approximately
−Removed: 94% to Theradex for services and approximately 6% for payments for pass-through costs.
−Removed: The costs of the Phase 1b/2 clinical trial
−Removed: being paid to or through Theradex are being recorded and charged to operations based on the periodic documentation provided by
−Removed: During the years ended December 31, 2020 and 2019, the Company incurred costs of $18,663 and $51,586, respectively, pursuant
−Removed: to this work order.
−Removed: As of December 31, 2020, total costs of $75,788 have been incurred pursuant to this work order agreement.
−Removed: Company’s aggregate commitments pursuant to this clinical trial monitoring agreement, less amounts previously paid to date
−Removed: under this agreement, totaled approximately $874,000 as of December 31, 2020, which are expected to be incurred over the next
−Removed: five years through June 30, 2025.
−Removed: February 5, 2021, the Company signed a new work order agreement with Theradex to monitor the City of Hope investigator-initiated
−Removed: clinical trial in small cell lung cancer in accordance with FDA requirements for oversight by the sponsoring party.
−Removed: estimates that it will incur approximately $335,000 of costs under this work order agreement through September 30, 2023.
−Removed: and License Agreements
−Removed: March 22, 2018, the Company entered into a Patent Assignment and Exploitation Agreement with INSERM TRANSFERT SA, acting as delegatee
−Removed: of the French National Institute of Health and Medical Research, for the assignment to the Company of INSERM’S interest
−Removed: in United States Patent No.
−Removed: 9,833,450 entitled “Oxabicyloheptanes and Oxabicycloheptenes for the Treatment of Depressive
−Removed: and Stress Disorders”, which was filed with the United States Patent and Trademark Office in the name of INSERM and the
−Removed: Company as co-owners on February 19, 2015 and granted on May 12, 2017, and related patent applications and filings.
−Removed: a French public institution dedicated to research in the field of health and medicine that had previously entered into a Material
−Removed: Transfer Agreement (“MTA”) with the Company to allow INSERM to conduct research on the Company’s proprietary
−Removed: compound LB-100 and/or its analogs for the treatment of depressive or stress disorders in humans.
−Removed: Pursuant to the Agreement, the
−Removed: Company has agreed to make certain milestone payments to INSERM aggregating up to $1,750,000 upon achievement of development milestones
−Removed: and up to $6,500,000 upon achievement of commercial milestones.
−Removed: The Company also agreed to pay INSERM certain commercial royalties
−Removed: on net sales of products attributed to the Agreement.
−Removed: The Company’s current plan is to complete the validation process to
−Removed: evaluate LB-100 for the treatment of depressive or stress disorders in humans within three years;
−Removed: however, the exploitation of
−Removed: this patent for the treatment of depressive and stress disorders in humans will require substantial additional capital and/or
−Removed: a joint venture or other type of business arrangement with a pharmaceutical company with substantially greater capital and business
−Removed: resources than those available to the Company.
−Removed: As there can be no assurances that the Company will be able to obtain the capital
−Removed: or business resources necessary to focus on the exploitation of this patent, it is uncertain as to when, if at all, the Company
−Removed: may reach any of the development or commercialization milestones under the Agreement.
−Removed: As of December 31, 2020 and 2019, no amounts
−Removed: were due under this agreement.
−Removed: April 2, 2018, the Company entered into a consulting agreement for a term of two years with Liberi Life Sciences Consultancy BV,
−Removed: located in The Netherlands, for consulting and advisory services with respect to sales and licensing, as well as the procurement
−Removed: of investors in China, Japan and South Korea.
−Removed: The Consulting Agreement provided for the payment of a fixed, one-time retainer
−Removed: of EURO 15,000 (US $18,348), which was paid on April 5, 2018, and 2.5% of the net payments received by the Company from sales
−Removed: of products or licensing activities arising directly and exclusively from leads generated by the advisor during the term of the
−Removed: Consulting Agreement, and any investors introduced to the Company by the advisor that results in an investment in the Company
−Removed: during the term of the Consulting Agreement.
−Removed: The Company recorded the payment of the retainer as a prepaid expense in the Company’s
−Removed: consolidated balance sheet and amortized the retainer payment over the two-year life of the Consulting Agreement, as a result
−Removed: of which the Company recorded charges to operations of $2,294 and $9,174 during the years ended December 31, 2020 and 2019, respectively.
−Removed: As of December 31, 2020, the prepaid consulting fee had been fully amortized.
−Removed: At December 31, 2019, the unamortized balance of
−Removed: the retainer payment was $9,174, all of which was classified as a current asset in the Company’s consolidated balance sheet
−Removed: at such date.
−Removed: On March 1, 2020, the Consulting Agreement was extended to April 2, 2021 without any additional consideration.
−Removed: August 20, 2018, the Company entered into an Exclusive License Agreement with Moffitt.
−Removed: Pursuant to the License Agreement, Moffitt
−Removed: granted the Company an exclusive license under certain patents owned by Moffitt relating to the treatment of MDS and a non-exclusive
−Removed: license under inventions, concepts, processes, information, data, know-how, research results, clinical data, and the like (other
−Removed: than the Licensed Patents) necessary or useful for the practice of any claim under the Licensed Patents or the use, development,
−Removed: manufacture or sale of any product for the treatment of MDS which would otherwise infringe a valid claim under the Licensed Patents.
−Removed: The Company was obligated to pay Moffitt a non-refundable license issue fee of $25,000 after the first patient is entered into
−Removed: a Phase 1b/2 clinical trial to be managed and conducted by Moffitt.
−Removed: The clinical trial began at a single site in April 2019 and
−Removed: the first patient was entered into the clinical trial in July 2019.
−Removed: The Company is also obligated to pay Moffitt an annual license
−Removed: maintenance fee of $25,000 commencing on the first anniversary of the Effective Date and every anniversary thereafter until the
−Removed: Company commences payment of minimum royalty payments.
−Removed: The Company has also agreed to pay non-refundable milestone payments to
−Removed: Moffitt, which cannot be credited against earned royalties payable by the Company, based on reaching various clinical and commercial
−Removed: milestones aggregating $1,897,000, subject to reduction by 40% under certain circumstances relating to the status of Valid Claims,
−Removed: as such term is defined in the License Agreement.
−Removed: During the years ended December 31, 2020 and 2019, the Company recorded charges
−Removed: to operations of $25,001 and $80,669, respectively, in connection with its obligations under the License Agreement.
−Removed: As of December
−Removed: 31, 2020, no milestones had yet been attained.
−Removed: Company will be obligated to pay Moffitt earned royalties of 4% on worldwide cumulative net sales of royalty-bearing products,
−Removed: subject to reduction to 2% under certain circumstances, on a quarterly basis, with a minimum royalty payment of $50,000 in the
−Removed: first four years after sales commence, and $100,000 in year five and each year thereafter, subject to reduction by 40% under certain
−Removed: circumstances relating to the status of Valid Claims, as such term is defined in the License Agreement.
−Removed: The Company’s obligation
−Removed: to pay earned royalties under the License Agreement commences on the date of the first sale of a royalty-bearing product, and
−Removed: shall automatically expire on a country-by-country basis on the date on which the last valid claim of the Licensed Patents expires,
−Removed: lapses or is declared invalid, and the obligation to pay any earned royalties under the License Agreement shall terminate on the
−Removed: date on which the last valid claim of the Licensed Patents expires, lapses, or is declared to be invalid in all countries.
−Removed: John Kovach .
−Removed: On July 15, 2020, the Company entered into an employment agreement with Dr.
−Removed: John Kovach pursuant to which Dr.
−Removed: Kovach is to continue to act as the Company’s President, Chief Executive Officer and Chief Scientific Officer.
−Removed: His responsibilities
−Removed: shall be for the oversight of the Company’s entire operations and strategic planning, and shall be the primary contact between
−Removed: the Company’s executive team and the Board of Directors, to whom he shall report.
−Removed: Kovach shall supervise all scientific
−Removed: endeavors, providing guidance to the Chief Medical Officer.
−Removed: He shall be the principal spokesperson for the Company.
−Removed: will receive an annual salary of $250,000, payable monthly.
−Removed: The effective date of the agreement was October 1, 2020 and shall
−Removed: remain in effect until the earlier of (i) one year from the effective date, automatically renewable for additional one-year periods
−Removed: unless terminated by either party upon 60 days written notice prior to the end of the applicable one-year period, (ii) his death,
−Removed: or (iii) termination for cause.
−Removed: During the year ended December 31, 2020, the Company incurred charges for salary in the amount
−Removed: of $62,500 with respect to this agreement, which amount is included in general and administrative costs in the Company’s
−Removed: consolidated statements of operations.
−Removed: On July 15, 2020, as amended on August 12, 2020, the Company entered into an employment agreement with Eric Forman,
−Removed: pursuant to which Mr.
−Removed: Forman will act as the Company’s Chief Administrative Officer reporting directly to the Company’s
−Removed: Chief Executive Officer.
−Removed: Forman’s primary function shall be to oversee the Company’s internal operations, including
−Removed: IT, licensing, legal, personnel, marketing, and corporate governance.
−Removed: Forman will receive an annual salary of $120,000, payable
−Removed: Forman was also granted stock options to acquire 350,000 shares of the Company’s common stock.
−Removed: The effective
−Removed: date of the agreement was October 1, 2020 and shall remain in effect until the earlier of (i) one year from the effective date,
−Removed: automatically renewable for additional one-year periods unless terminated by either party upon 60 days written notice prior to
−Removed: the end of the applicable one-year period, (ii) his death, or (iii) termination for cause.
−Removed: During the year ended December 31,
−Removed: 2020, the Company incurred charges for salary in the amount of $30,000 with respect to this agreement, which amount is included
−Removed: in general and administrative costs in the Company’s consolidated statements of operations.
−Removed: James Miser .
−Removed: On August 1, 2020, the Company entered into an employment agreement with Dr.
−Removed: James Miser, M.D., pursuant to which
−Removed: Miser was appointed as the Company’s Chief Medical Officer.
−Removed: Under the employment agreement, Dr.
−Removed: Miser will play a leadership
−Removed: role in planning, implementation and oversight of clinical trials.
−Removed: Miser will be responsible for assisting and developing
−Removed: strategic clinical goals and the implementation and safety monitoring of investigational studies.
−Removed: Miser will be the primary
−Removed: medical monitor for all clinical investigational studies and for the oversight of third party CRO monitors.
−Removed: Miser will work
−Removed: closely with the Company’s Chief Executive Officer on the development of specific goals needed to ensure the timely implementation
−Removed: of appropriate clinical studies needed for successful registration of therapeutic products and new drug development.
−Removed: will be required to devote at least 50% of his business time to the Company’s activities.
−Removed: Miser will receive an annual
−Removed: salary of $150,000.
−Removed: Miser was also granted stock options to acquire 500,000 shares of the Company’s common stock.
−Removed: effective date of the agreement was August 1, 2020.
−Removed: The agreement shall remain in effect until the earlier of (i) one year from
−Removed: the effective date, automatically renewable for additional one-year periods unless terminated by either party upon 60 days written
−Removed: notice prior to the end of the applicable one-year period, (ii) his death, or (iii) termination for cause.
−Removed: During the year ended
−Removed: December 31, 2020, the Company incurred charges for salary in the amount of $62,500 with respect to this agreement, which amount
−Removed: is included in general and administrative costs in the Company’s consolidated statements of operations.
−Removed: On August 12, 2020, the Company entered into an employment agreement with Robert N.
−Removed: Weingarten pursuant to
−Removed: Weingarten was appointed as the Company’s Vice-President and Chief Financial Officer.
−Removed: Weingarten will receive
−Removed: an annual salary of $120,000.
−Removed: Weingarten was also granted stock options to acquire 350,000 shares of the Company’s common
−Removed: The effective date of the agreement was August 12, 2020.
−Removed: The agreement shall remain in effect until the earlier of (i)
−Removed: one year from the effective date, automatically renewable for additional one-year periods unless terminated by either party upon
−Removed: 60 days written notice prior to the end of the applicable one-year period, (ii) his death, or (iii) termination for cause.
−Removed: the year ended December 31, 2020, the Company incurred charges for salary in the amount of $46,451 with respect to this agreement,
−Removed: which amount is included in general and administrative costs in the Company’s consolidated statements of operations.
−Removed: Significant Agreements and Contracts
−Removed: December 24, 2013, the Company entered into an agreement with NDA Consulting Corp.
−Removed: for consultation and advice in the field of
−Removed: oncology research and drug development.
−Removed: As part of the agreement, NDA also agreed to cause its president, Dr.
−Removed: M.D., to become a member of the Company’s Scientific Advisory Committee.
−Removed: The term of the agreement was for one year and
−Removed: provided for a quarterly cash fee of $4,000.
−Removed: The agreement has been automatically renewed for additional one-year terms on its
−Removed: anniversary date since 2014.
−Removed: Consulting and advisory fees charged to operations pursuant to this agreement were $16,000 and $62,000
−Removed: for the years ended December 31, 2020 and 2019, respectively, which were included in research and development costs in the consolidated
−Removed: statements of operations.
−Removed: September 14, 2015, the Company entered into a Collaboration Agreement with BioPharmaWorks, pursuant to which the Company engaged
−Removed: BioPharmaWorks to perform certain services for the Company.
−Removed: Those services included, among other things:
−Removed: (a) assisting the Company
−Removed: to (i) commercialize its products and strengthen its patent portfolio, (ii) identify large pharmaceutical companies with potential
−Removed: interest in the Company’s product pipeline, and (iii) prepare and deliver presentations concerning the Company’s products;
−Removed: (b) at the request of the Board of Directors, serving as backup management for up to three months should the Company’s Chief
−Removed: Executive Officer and scientific leader be temporarily unable to carry out his duties;
−Removed: (c) being available for consultation in
−Removed: drug discovery and development;
−Removed: and (d) identifying providers and overseeing tasks relating to clinical use and commercialization
−Removed: of new compounds.
−Removed: BioPharmaWorks
−Removed: was founded in 2015 by former Pfizer scientists with extensive multi-disciplinary research and development and drug development
−Removed: The Collaboration Agreement was for an initial term of two years and automatically renews for subsequent annual periods
−Removed: unless terminated by a party not less than 60 days prior to the expiration of the applicable period.
−Removed: In connection with the Collaboration
−Removed: Agreement, the Company agreed to pay BioPharmaWorks a monthly fee of $10,000, subject to the right of the Company to pay a negotiated
−Removed: hourly rate in lieu of the monthly payment and agreed to issue to BioPharmaWorks certain equity-based compensation.
−Removed: In April 2018,
−Removed: it was mutually agreed to suspend services and payments under the Collaboration Agreement, without extending its term, for the
−Removed: period from February 1, 2018 through the September 13, 2019 anniversary date.
−Removed: In February 2019, the Company and BioPharmaWorks
−Removed: subsequently agreed to resume the Collaboration Agreement effective March 1, 2019, and the Collaboration Agreement is currently
−Removed: The Company recorded charges to operations pursuant to this Collaboration Agreement of $131,650, including reimbursed
−Removed: expenses of $11,650, and $100,000 for the years ended December 31, 2020 and 2019, respectively, which were included in research
−Removed: and development costs in the consolidated statements of operations.
−Removed: August 12, 2020, the Company entered into a Master Service Agreement with the Foundation for Angelman Syndrome Therapy (FAST)
−Removed: to collaborate in supporting preclinical studies of the potential benefit of LB-100 in a mouse model of Angelman Syndrome (AS)
−Removed: as reported in The Proceedings of The National Academy of Science (Wang et al, June 3, 2019).
−Removed: The preclinical studies will take
−Removed: place at The University of California - Davis under the direction of Dr.
−Removed: David Segal, an internationally recognized leader in
−Removed: If the preclinical studies confirm that LB-100 reduces AS signs in rodent models, the Company has agreed to enter
−Removed: into discussions with FAST with respect to possible collaborations to most efficiently assess the benefit of LB-100 in patients
−Removed: with AS, which is a rare disease affecting an estimated one out of 12,000 to one out of 20,000 persons in the United States.
−Removed: genetic cause of AS, reduced function of a specific maternal gene called Ube3, has been understood for some time, but the molecular
−Removed: abnormality resulting from the genetic lesion has now been shown to be increased concentrations of protein phosphatase 2A (PP2A),
−Removed: a molecular target of the Company’s investigational compound, LB-100.
−Removed: The Company has agreed to provide FAST with a supply
−Removed: of LB-100 to be utilized in the conduct of this study, which is initially expected to be completed within three years.
−Removed: on FAST’s completion of this study, the Company has agreed to pay FAST five percent (5%) of all proceeds, as defined in
−Removed: the Master Service Agreement, received by the Company, up to a maximum of $250,000 from the exploitation of the study results.
−Removed: December 21, 2020, the Company entered into a services agreement with IRTH Communications, LLC for investor/public relations,
−Removed: financial communications and strategic consulting services, effective for an initial term of twelve months and renewable annually
−Removed: The Company agreed to pay a monthly fee of $7,500, including any renewal term, and also agreed to issue restricted
−Removed: shares of common stock, fully vested upon issuance, with a grant date fair value of $100,000.
−Removed: Upon the commencement of any renewal
−Removed: term, the Company will be obligated to issue additional restricted shares of common stock, fully vested upon issuance, with a
−Removed: grant date fair value of $100,000.
−Removed: Sheet Arrangements
−Removed: December 31, 2020, the Company did not have any transactions, obligations or relationships that could be considered off-balance
−Removed: sheet arrangements.
−Removed: Events and Uncertainties
−Removed: and development of new pharmaceutical compounds is, by its nature, unpredictable.
−Removed: Although we will undertake research and development
−Removed: efforts with commercially reasonable diligence, there can be no assurance that our cash position will be sufficient to enable
−Removed: us to develop our pharmaceutical compounds to the extent needed to create future sales to sustain operations as contemplated herein.
−Removed: can be no assurances that one or more of our pharmaceutical compounds will obtain the regulatory approvals and market acceptance
−Removed: to achieve sustainable revenues sufficient to support our operations.
−Removed: Even if we are able to generate revenues, there can be no
−Removed: assurances that we will be able to achieve operating profitability or positive operating cash flows.
−Removed: There can be no assurances
−Removed: that we will be able to secure additional financing, to the extent required, on acceptable terms or at all.
−Removed: If cash resources
−Removed: are insufficient to satisfy our ongoing cash requirements, we would be required to reduce or discontinue our research and development
−Removed: programs, or attempt to obtain funds, if available (although there can be no assurances), through strategic alliances that may
−Removed: require us to relinquish rights to certain of our pharmaceutical compounds, or to curtail or discontinue our operations entirely.
−Removed: than as discussed above, we are not currently aware of any trends, events or uncertainties that are likely to have a material
−Removed: effect on our financial condition in the near term, although it is possible that new trends or events may develop in the future
−Removed: that could have a material effect on our financial condition.
−Removed: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.