Cover - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2025 |
Mar. 13, 2026 |
Jun. 30, 2025 |
|
| Cover [Abstract] | |||
| Document Type | 10-K | ||
| Amendment Flag | false | ||
| Document Annual Report | true | ||
| Document Transition Report | false | ||
| Document Period End Date | Dec. 31, 2025 | ||
| Document Fiscal Period Focus | FY | ||
| Document Fiscal Year Focus | 2025 | ||
| Current Fiscal Year End Date | --12-31 | ||
| Entity File Number | 001-39318 | ||
| Entity Registrant Name | Lantern Pharma Inc. | ||
| Entity Central Index Key | 0001763950 | ||
| Entity Tax Identification Number | 46-3973463 | ||
| Entity Incorporation, State or Country Code | DE | ||
| Entity Address, Address Line One | 1920 McKinney Avenue | ||
| Entity Address, Address Line Two | 7th Floor | ||
| Entity Address, City or Town | Dallas | ||
| Entity Address, State or Province | TX | ||
| Entity Address, Postal Zip Code | 75201 | ||
| City Area Code | (972) | ||
| Local Phone Number | 277-1136 | ||
| Title of 12(b) Security | Common Stock, $0.0001 par value | ||
| Trading Symbol | LTRN | ||
| Security Exchange Name | NASDAQ | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | Yes | ||
| Entity Interactive Data Current | Yes | ||
| Entity Filer Category | Non-accelerated Filer | ||
| Entity Small Business | true | ||
| Entity Emerging Growth Company | false | ||
| Entity Shell Company | false | ||
| Entity Public Float | $ 33,935,133 | ||
| Entity Common Stock, Shares Outstanding | 11,254,697 | ||
| Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement for the registrant’s 2026 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days of the registrant’s year ended December 31, 2025 are incorporated herein by reference into Part III of this Annual Report on Form 10-K. | ||
| ICFR Auditor Attestation Flag | false | ||
| Document Financial Statement Error Correction [Flag] | false | ||
| Entity Listing, Par Value Per Share | $ 0.0001 | ||
| Auditor Firm ID | 274 | ||
| Auditor Opinion [Text Block] | We have audited the accompanying consolidated balance sheets of Lantern Pharma Inc. and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. | ||
| Auditor Name | EisnerAmper LLP | ||
| Auditor Location | Philadelphia, Pennsylvania |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, shares authorized | 25,000,000 | 25,000,000 |
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares issued | 11,254,697 | 10,784,725 |
| Common stock, shares outstanding | 11,254,697 | 10,784,725 |
Consolidated Statements of Operations - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Operating expenses: | ||
| General and administrative | $ 6,464,371 | $ 6,090,747 |
| Research and development | 11,514,123 | 16,125,690 |
| Total operating expenses | 17,978,494 | 22,216,437 |
| Loss from operations | (17,978,494) | (22,216,437) |
| Interest income | 437,931 | 742,355 |
| Other income, net | 421,125 | 692,869 |
| NET LOSS | $ (17,119,438) | $ (20,781,213) |
| Net loss per share of common shares, basic | $ (1.57) | $ (1.93) |
| Net loss per share of common shares, diluted | $ (1.57) | $ (1.93) |
| Weighted-average number of common shares outstanding, basic | 10,898,175 | 10,762,319 |
| Weighted-average number of common shares outstanding, diluted | 10,898,175 | 10,762,319 |
Consolidated Statements of Comprehensive Loss - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Income Statement [Abstract] | ||
| NET LOSS | $ (17,119,438) | $ (20,781,213) |
| Other comprehensive (loss) gain | ||
| Unrealized (loss) gain on available-for-sale securities | (6,620) | 115,761 |
| Unrealized (loss) gain on foreign currency translation | (121,940) | 145,689 |
| Other comprehensive (loss) gain | (128,560) | 261,450 |
| Comprehensive loss | $ (17,247,998) | $ (20,519,763) |
Consolidated Statements of Stockholders' Equity (Parenthetical) |
12 Months Ended |
|---|---|
|
Dec. 31, 2025
USD ($)
| |
| Statement of Stockholders' Equity [Abstract] | |
| Proceeds from issuance of cost | $ 61,318 |
Pay vs Performance Disclosure - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Pay vs Performance Disclosure [Table] | ||
| Net Income (Loss) | $ (17,119,438) | $ (20,781,213) |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Insider Trading Arrangements [Line Items] | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
Cybersecurity Risk Management and Strategy Disclosure |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Cybersecurity Risk Management, Strategy, and Governance [Abstract] | |
| Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block] | Risk
Management and Strategy. We employ processes for assessing, identifying, and managing material risks from cybersecurity threats that
are incorporated into our overall risk management system. These items are designed to help protect our information assets from internal
and external threats and protect the integrity and confidentiality of our data. Our system includes procedural and technical safeguards,
response planning, and reviews of our policies. We engage various external entities, including consultants, to improve and enhance our
cybersecurity processes and oversight. We provide employees and consultants with cybersecurity and prevention training including timely
and relevant topics covering phishing, mobile security, and data protection and the need for reporting incidents and suspicious events
immediately. Although we develop and maintain systems and controls designed to prevent cybersecurity threats from occurring, and we have a process to identify and mitigate threats, the development and maintenance of these systems, controls and processes is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly sophisticated. Moreover, despite our efforts, the possibility of these events occurring cannot be eliminated entirely. As we outsource more of our information systems to vendors, engage in more electronic transactions with service providers and relating to patients participating in clinical trials, and rely more on cloud-based information systems, the related security risks will increase and we will need to expend additional resources to protect our technology and information systems. In addition, there can be no assurance that our internal information technology systems or those of our third-party contractors, or our consultants’ efforts to implement adequate security and control measures, will be sufficient to protect us against breakdowns, service disruption, data deterioration or loss in the event of a system malfunction, or prevent data from being stolen or corrupted in the event of a cyberattack, security breach, industrial espionage attacks or insider threat attacks which could result in financial, legal, business or reputational harm.
As of the date of this report, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. |
| Cybersecurity Risk Management Processes Integrated [Text Block] | We employ processes for assessing, identifying, and managing material risks from cybersecurity threats that are incorporated into our overall risk management system. |
| Cybersecurity Risk Management Third Party Engaged [Flag] | true |
| Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] | true |
| Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] | As of the date of this report, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. |
| Cybersecurity Risk Board of Directors Oversight [Text Block] | Governance. Our senior management team conducts the regular assessment and management of material risks from cybersecurity threats, including review with our information technology team and third-party service providers. All employees and consultants are directed to report to our senior management any irregular or suspicious activity that could indicate a cybersecurity threat or incident. The Audit Committee of our Board of Directors evaluates our cybersecurity assessment and management policies, including quarterly discussions with our senior officers and independent registered accounting firm. |
| Cybersecurity Risk Management Positions or Committees Responsible [Text Block] | Our senior management team conducts the regular assessment and management of material risks from cybersecurity threats, including review with our information technology team and third-party service providers. |
| Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] | true |
Organization, Principal Activities, and Basis of Presentation |
12 Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 | |||||||||||||||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||
| Organization, Principal Activities, and Basis of Presentation | Note 1. Organization, Principal Activities, and Basis of Presentation
Lantern Pharma Inc., and Subsidiaries (the “Company”) is an artificial intelligence (A.I.) focused company dedicated to developing cancer therapies and transforming the cost, pace, and timeline of oncology drug discovery and development. The Company’s development portfolio includes three clinical stage oncology focused product candidates and consists of small molecule drug candidates that others have tried, but failed, to develop into an approved commercialized drug, as well as new compounds that it is developing with the assistance of its A.I. platform and its biomarker driven approach. The Company’s A.I. platform, known as RADR®, uses big data analytics (combining molecular data, drug efficacy data, data from historical studies, data from scientific literature, phenotypic data from trials and publications, and mechanistic pathway data) and machine learning. The Company’s data-driven, genomically-targeted and biomarker-driven approach allows it to pursue a transformational drug development strategy that identifies, rescues or develops, and advances potential small molecule drug candidates.
Lantern Pharma Inc. was incorporated under the laws of the state of Texas on November 7, 2013, and thereafter reincorporated in the state of Delaware on January 15, 2020. The Company’s principal operations are located in Texas. The Company formed a wholly owned subsidiary, Lantern Pharma Limited, in the United Kingdom in July 2017, and dissolved this subsidiary in November 2025. In September 2021, the Company formed a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia. In January 2023, the Company formed a wholly owned U.S. subsidiary, Starlight Therapeutics Inc. (“Starlight”), to continue with advancing the development of drug candidate LP-184’s central nervous system (CNS) and brain cancer indications.
Since inception, the Company has devoted substantially all its activity to advancing research and development, including efforts in connection with preclinical studies, clinical trials and development of its RADR® platform. This now includes three lead drug candidates and an Antibody Drug Conjugate (ADC) program directed towards 11 disclosed therapeutic targets:
The Company’s fiscal year ends on December 31 of each calendar year. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for each period presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from these estimates.
Any reference in these notes to applicable guidance refers to Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). To date, the Company has operated its business as one segment. The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Lantern Pharma Limited, Starlight Therapeutics Inc. and Lantern Pharma Australia Pty Ltd. All intercompany balances and transactions have been eliminated in consolidation.
|
Liquidity and Going Concern |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Liquidity and Going Concern | Note 2. Liquidity and Going Concern
The Company incurred a net loss of approximately $17,119,000 and $20,781,000 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company had working capital of approximately $6,302,000.
The Company plans to pursue periodic capital raises and also plans to apply for grant funding in the future to assist in supporting its capital needs. In July 2025, the Company entered into an ATM Sales Agreement (“ATM”), with ThinkEquity LLC (“ThinkEquity”), as sales agent, pursuant to which the Company may offer and sell up to $15,530,000 of its common stock from time to time, in “at-the-market” offerings to or through its sales agent. During the year ended December 31, 2025, we sold shares of common stock under the ATM for the gross proceeds of $1,624,547 and incurred $61,318 of issuances costs related to those issuances. We may also explore the possibility of additional manners of offering our equity securities and entering into commercial credit facilities as an additional source of liquidity. We believe that our cash, cash equivalents, and marketable securities on hand as of the date of this report will enable us to fund our operating expenses and capital expenditure requirements until at least approximately late July 2026 to mid September 2026. We will need substantial additional funding in the near future, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts.
The Company’s ability to continue as a going concern is highly contingent on the ability to raise additional capital for ongoing research and development and clinical trials as the Company expects to continue incurring losses for the foreseeable future. The financial statements in this report have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company has incurred, and it anticipates it will continue to incur, losses and generate negative operating cash flows and as such will require substantial additional funding in the near future to continue its research and development activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern in the absence of obtaining substantial additional funding. While the Company plans to pursue periodic capital raises, including additional potential sales under the ATM, no assurance can be given that sufficient funding will be available when needed to allow the Company to continue as a going concern.
|
Summary of Significant Accounting Policies |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies
Use of Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The significant areas of estimation include determining research and development accruals, the inputs in determining the fair value of equity-based awards and warrants issued, the inputs in determining present value of lease payments, and determining the fair value of marketable securities. Actual results could differ from those estimates.
Foreign Currency
We translate the financial statements of our Australian subsidiary, which has a functional currency of the Australian dollar, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for income and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions that are denominated in currencies other than our functional currency (U.S. dollar) are included within other income, net on the consolidated statements of operations.
Risks and Uncertainties
The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. Operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks, including the potential risk of business failure.
Our marketable securities may be impacted by various risks related to interest rates, market conditions, stock market fluctuations and credit risk. Our marketable securities that are debt securities have had and may in the future have their market value fluctuate due to rises or falls in interest rates. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that are federally insured. Interest bearing and non-interest bearing accounts we hold at these banking institutions are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor, per FDIC-insured bank, per ownership category. From time to time, some of our cash balances held at banking institutions may be in excess of FDIC coverage.
We currently rely on foreign third-party manufacturers and service providers in connection with certain aspects of our clinical operations. The U.S. government and persons involved in the Trump administration have made statements and taken certain actions that have led to, and may continue to lead to, changes to U.S. and international trade policies. Although some previously imposed tariffs have recently been struck down, potential new tariffs and the potential escalation of trade disputes with foreign countries could pose a significant risk to our business and could result in higher operating expenses. U.S. policies on tariffs and international trade could also result in fluctuations in interest rates, which could have a negative impact on general economic conditions, on the industry sector in which we operate, and on our business.
Research and Development
Research and development costs are expensed as incurred. These expenses primarily consist of payroll, contractor expenses, research study expenses, costs for manufacturing and supplies, clinical site costs and other costs for the conduct of clinical trials, costs for technical infrastructure on the cloud for the purposes of developing the Company’s RADR® platform, and other costs for identifying, developing, and testing drug candidates. Development costs incurred by third parties are expensed as the work is performed. Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred.
When accruing clinical expenses, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If possible, we obtain information regarding unbilled services directly from our service providers. However, we may be required to estimate the cost of these services based only on information available to us. If we underestimate or overestimate the cost associated with a trial or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, our estimated accrued clinical expenses have generally approximated actual expense incurred.
Cash and Cash Equivalents
The Company considers money market funds and other highly liquid instruments with an original maturity of 3 months or less to be cash equivalents. Cash equivalents at December 31, 2025 and 2024 were approximately $1,540,000 and $6,619,000, respectively, and are included along with cash under the caption cash and cash equivalents on the Company’s consolidated balance sheets.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets as of December 31, 2025 totaled approximately $684,000 and included approximately $360,000 of upfront payments for contractor fees, academic research studies and services, and subscriptions, approximately $294,000 of prepaid annual insurance fees, and approximately $30,000 of receivables from dividends and tax incentives.
Prepaid expenses and other current assets as of December 31, 2024 totaled approximately $1,235,000 and included approximately $820,000 of upfront payments for contractor fees, academic research studies and services, and subscriptions, approximately $318,000 of prepaid annual insurance fees, and approximately $97,000 of receivables from dividends and tax incentives.
Leases
The Company determines whether an arrangement contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and net of current portion of operating lease liabilities on our consolidated balance sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The Company does not include options to extend or terminate the lease term unless it is reasonably certain that the Company will exercise any such options. Rent expense is recognized under the operating leases on a straight-line basis. The Company does not recognize right-of-use assets or lease liabilities for short-term leases, which have a lease term of twelve months or less, and instead will recognize lease payments as expense on a straight-line basis over the lease term.
Marketable Securities
The Company’s marketable securities consist of government and agency securities, corporate bonds, mutual funds, and common stock. We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. We may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond twelve months, as current assets in the accompanying consolidated balance sheets.
Available-for-sale debt securities are recorded at fair value each reporting period. Unrealized gains and losses on available-for-sale debt securities are excluded from earnings and recorded as a separate component within accumulated other comprehensive income (loss) on the consolidated balance sheets until realized. Interest is reported within interest income on the consolidated statements of operations. We evaluate our available-for-sale debt securities to assess whether the amortized cost basis is in excess of estimated fair value and determine what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses are recognized as a charge in other income, net on the consolidated statements of operations, and any remaining unrealized losses are included in accumulated other comprehensive income (loss) on the consolidated balance sheets. The allowance for credit losses is zero at December 31, 2025 and 2024, and there were no credit losses recorded for the years ended December 31, 2025 and 2024.
Equity securities, which are composed of mutual funds and common stock, are recorded at fair value each reporting period, with changes in fair value of these investments, as well as dividends earned, recorded within other income, net on the consolidated statements of operations.
We determine realized gains and losses on the sale of marketable securities based on the specific identification method and record such gains and losses within other income, net on the consolidated statements of operations.
Deferred Offering Costs
Deferred offering costs consist of legal, accounting, underwriting, and other direct costs incurred in connection with the Company’s ATM financing activities. These costs are capitalized as incurred and recognized as a reduction of additional paid-in capital in the consolidated statements of stockholders’ equity when shares are issued. At December 31, 2025, the Company had approximately $88,000 of deferred offering costs related to the remaining $13,905,453 available under the ATM. If the Company terminates the ATM or deems it probable that the full amount available will not be utilized, the related deferred offering costs will be expensed and recognized in general and administrative expenses in the consolidated statements of operations.
Income Taxes
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates which will be in effect when the differences reverse. The Company provides a full valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax asset will be realized.
Due to the Company’s current and prior operating losses, the Company has no corporate income tax liabilities as of December 31, 2025 and December 31, 2024. Because of its history of losses, the Company believes it is more-likely-than-not that all of the Company’s deferred tax assets will not be realized as of December 31, 2025 and December 31, 2024. Therefore, the Company has recorded a full valuation allowance on its deferred tax assets.
On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (the “OBBB”), was signed into law. This includes significant changes to the federal corporate tax provisions and extends certain otherwise expiring provisions of the 2017 Tax Cuts and Jobs Act. Among other things, the legislation reinstates expensing for domestic research and experimental expenditures, imposes new limitations on interest expense deductibility, and expands disallowed deductions for certain employee remuneration. FASB ASC 740 Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the relevant legislation is enacted. The OBBB may affect the Company’s gross tax assets and liabilities in future periods. The Company accounted for the tax effects of the legislation during the year ended December 31, 2025, and concluded the impact was not material.
Stock-based awards have been accounted for as required by ASC 718 Compensation - Stock Compensation. Under ASC 718, awards are valued at fair value on the date of grant, and that fair value is recognized over the requisite service period. Forfeitures are accounted for as they occur.
Recently Adopted Accounting Pronouncement
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and may be applied prospectively or retrospectively. We have prospectively adopted this guidance during 2025, and have included the newly required expanded disclosures on income tax in Note 10 to our consolidated financial statements.
New Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive and Income - Expense Disaggregation Disclosures (Subtopic 220-40), requiring public business entities to provide disaggregated disclosures of relevant income statement expenses. The amendments aim to improve financial reporting by enhancing transparency in the notes to financial statements, specifically regarding expense categories. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is assessing the effect of this update on its consolidated financial statements and related disclosures.
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Commitments and Contingencies |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies | Note 4: Commitments and Contingencies
General
The Company has entered into, and expects to enter into from time to time in the future, license agreements, strategic alliance agreements, assignment agreements, research service agreements, and similar agreements related to the advancement of its product candidates and research and development efforts. Significant agreements are described in detail below (collectively, the “License, Strategic Alliance, and Research Agreements”).
Set forth below are the approximate amounts expensed for License, Strategic Alliance, and Research Agreements during the years ended December 31, 2025 and 2024, respectively. These expensed amounts are included under research and development expenses in the accompanying consolidated statements of operations.
Set forth below at December 31, 2025 and 2024, respectively, are (1) the approximate amounts accrued and payable under the License, Strategic Alliance, and Research Agreements, and (2) the approximate amount of prepaid expenses and other current assets under the License, Strategic Alliance, and Research Agreements. These amounts are included in the accompanying consolidated balance sheets at December 31, 2025 and 2024.
BioNumerik Pharmaceuticals
In January 2018, the Company entered into an Assignment Agreement (the “Assignment Agreement”) with BioNumerik Pharmaceuticals, Inc. (“BioNumerik”), pursuant to which the Company acquired rights to domestic and international patents, trademarks and related technology and data relating to LP-300 (Tavocept) for human therapeutic treatment indications. The Assignment Agreement replaced a License Agreement that was entered into between the Company and BioNumerik in May 2016. The Company made upfront payments totaling $25,000 in connection with entry into the Assignment Agreement.
In the event the Company develops and commercializes LP-300 internally, the Company is required to pay to the BioNumerik-related payment recipients designated in the Assignment Agreement a percentage royalty in the low double digits on cumulative net revenue up to $100 million, with incremental increases in the percentage royalty for net cumulative revenue between $100 million and $250 million, $250 million and $500 million, and $500 million and $1 billion, with a percentage royalty payment that could exceed $200 million for net cumulative revenue in excess of $1 billion. The Company has the right to first recover certain designated portions of patent costs and development and regulatory costs before the payment of royalties described above.
If the Company enters into a third-party transaction for LP-300, the Company is required to pay the BioNumerik-related payment recipients a specified percentage of any upfront, milestone, and royalty amounts received by the Company from the transaction, after first recovering specified direct costs incurred by the Company for the development of LP-300 that are not otherwise reimbursed from such third-party transaction.
In addition, the Assignment Agreement provides that the Company will use commercially diligent efforts to develop LP-300 and make specified regulatory filings and pay specified development and regulatory costs related to LP-300. The Assignment Agreement also provides that the Company will provide TriviumVet DAC (“TriviumVet”) with (i) specified data and information generated by the Company with respect to LP-300, and (ii) an exclusive license to use specified LP-300-related patent rights, trademark rights and related intellectual property to support LP-300 development in non-human (animal) treatment indications.
The Company is also required to pay all patent costs on covered patents related to LP-300. These patent costs are included in general and administrative expenses in the accompanying consolidated statements of operations. These patent costs are fully recoverable at the time of any net revenue from LP-300, with up to 50% of net revenue amounts to be applied towards repayment of patent costs until such costs are fully recovered.
In addition to the recovery of patent costs, the Company has the right to recover the $25,000 upfront payments made in connection with entry into the Assignment Agreement, which payments are recoverable prior to making any royalty or third-party transaction sharing payments. The Company also has the right to recover previously incurred LP-300 development and regulatory costs, with up to a mid-single digit percentage of net revenue amounts to be applied towards repayment of development and regulatory costs until such costs are fully recovered. No amounts were expensed with respect to BioNumerik during the years ended December 31, 2025 and 2024, respectively.
AF Chemicals
In January 2015, the Company entered into a Technology License Agreement to exclusively license domestic and international patent rights from AF Chemicals, LLC (“AF Chemicals”) for the treatment of cancer in humans for the compounds LP-100 (Irofulven) and LP-184. In February 2016, the Company and AF Chemicals entered into an Addendum (the “Addendum”) providing for additions and amendments to the Technology License Agreement. In December 2020, the Company and AF Chemicals entered into a Second Addendum (the “Second Addendum”) providing for further additions and amendments to the Technology License Agreement. The Technology License Agreement, Addendum and Second Addendum are collectively referred to as the “AFC License Agreement”.
Pursuant to the Second Addendum, the Company made specified payments to AF Chemicals during the twelve months ended December 31, 2025. The Second Addendum also provides that, from December 30, 2020 until January 15, 2025, the Company will have no obligation to pay annual licensing fees, development diligence extension payments, or patent maintenance fee payments to AFC under the AFC License Agreement.
As part of the Second Addendum, the Company has agreed to apply for specified orphan drug designations for LP-184 in the US and EU. The Second Addendum also amends and clarifies other provisions of the Technology License Agreement, and provides the Company with the ability to recover a portion of initial payments made under the Second Addendum from sublicense fees or royalty payments that may be made to AFC by the Company or third parties prior to January 15, 2025.
Pursuant to the AFC License Agreement the Company made annual licensing fee payments to AF Chemicals relating to LP-184 for periods prior to signing the Second Addendum. In addition, the Company is obligated to make milestone payments to AF Chemicals at the time of an Investigational New Drug Application (“IND”) filing relating to LP-184 or LP-284 and also upon reaching additional specified milestones in connection with the development and potential marketing approval of LP-184 or LP-284 in the United States, specified countries in Europe, and other countries.
The AFC License Agreement also provides that the Company will pay AF Chemicals a royalty of at least a very small single digit percentage of specified net sales of LP-184, LP-284 and other analogs. In addition, the AFC License Agreement contains specified time requirements for the Company to file an IND, enroll patients in clinical trials, and file a potential NDA with respect to LP-184, with the ability for the Company to pay AF Chemicals additional amounts ranging up to an amount in the low hundreds of thousands of dollars for each one, two, three and four year extension to such development time requirements, with additional extensions beyond four years to be negotiated by the Company and AF Chemicals.
Pursuant to the Second Addendum, no additional payments of annual licensing fees or development diligence extension payments related to LP-184 or LP-284 were required to be made by the Company until January 15, 2025, at which time these obligations have resumed. The Company is also obligated to make payments to AF Chemicals relating to LP-100 beginning January 15, 2025, as described below.
In the event of a sublicense of the LP-184 or LP-284 rights to a non-affiliated party, the Company is obligated to pay AF Chemicals (a) a low double-digit percentage of the gross income and fees received by the Company with respect to the United States in connection with such sublicense, and (b) a lower double digit percentage of the gross income and fees received by the Company with respect to Europe and Japan in connection with such sublicense.
The amounts to be paid to AF Chemicals with respect to LP-100 under the AFC License Agreement are in many ways similar to the amounts to be paid with respect to LP-184 as described above. In addition, the AFC License Agreement contains specified time requirements for the Company to enroll patients in clinical trials and file a potential NDA with respect to LP-100. Extension fees may be paid by the Company to AF Chemicals from time to time related to these requirements. Pursuant to the Second Addendum with AF Chemicals, no additional payments of annual licensing fees or development diligence extension payments were required to be made by the Company with respect to LP-100 until January 15, 2025, at which time these obligations have resumed. Approximately $250,000 and $125,000 were expensed with respect to the AFC License Agreement during the years ended December 31, 2025 and 2024, respectively, which amounts are included in research and development expenses in the accompanying consolidated statements of operations.
Allarity Therapeutics (formerly known as Oncology Venture)
In May 2015, the Company licensed various rights to LP-100 to Oncology Venture (now known as Allarity Therapeutics) pursuant to a Drug License and Development Agreement. In February 2016, the Company and Allarity Therapeutics entered into an addendum and an amendment providing for additions and amendments to the Drug License and Development Agreement. In connection with the Drug License and Development Agreement, as amended (collectively, the “Allarity License and Development Agreement”), Allarity Therapeutics agreed to directly pay to AF Chemicals on behalf of the Company certain amounts to satisfy the Company’s milestone obligations to AF Chemicals with respect to LP-100 under the AFC License Agreement. Amounts paid by Allarity Therapeutics to AF Chemicals on behalf of the Company would then be deducted from amounts owed by Allarity Therapeutics to the Company.
On July 23, 2021, the Company entered into an Asset Purchase Agreement to reacquire global development and commercialization rights for Irofulven (LP-100) from Allarity. The transaction includes global rights to LP-100, as well as the developed clinical protocol for an intended study in bladder and prostate cancer patients who have a mutation in the ERCC2/3 genes. As a result of this transaction, the Company has full authority to manage and guide future clinical development and commercialization of LP-100. Under the terms of the Asset Purchase Agreement, the Company paid an initial upfront payment of $1,000,000 to Allarity, with an additional $1,000,000 held in escrow, which were subsequently released to the Company, with the final release occurring in August 2023. The Company determined there was no planned alternative future use for these assets outside of the clinical development of LP-100 and therefore the full amount of the upfront payment was included in research and development expense. Allarity is also eligible to receive additional milestone payments over the life of the program based on IP license milestones and regulatory filings and approvals in the US and EU, and low- to mid-single-digit royalties on future commercial net sales.
Fortrea Inc.
In May 2023, the Company entered into initial agreements with Fortrea Inc. (“Fortrea”) to begin serving as the lead contract research organization (CRO) for the Company’s Phase 2 clinical trial for LP-300 and the Company’s Phase 1 clinical trial for LP-184. In July 2023, the Company entered into a clinical master services agreement and work orders with Fortrea regarding additional CRO services to be provided by Fortrea relating to the LP-300 Phase 2 trial and the LP-184 Phase 1 trial. In October 2023, the Company entered into a start-up work order with Fortrea regarding start-up assistance services to be provided by Fortrea relating to the LP-284 Phase 1 trial, which start-up work order terminated in the first quarter of 2024. The Company and Fortrea entered into a modification of the work order for the LP-184 Phase 1 trial effective December 2024, which modification provided for the transition from Fortrea to the Company of all work conducted by Fortrea relating to the LP-184 Phase 1 trial. In July 2025, the Company and Fortrea determined that the CRO services being performed by Fortrea for the LP-300 Phase 2 clinical trial would be transitioned to other service providers. In December 2025, the Company and Fortrea entered into an agreement regarding remaining payments to Fortrea for CRO services relating to the LP-300 Phase 2 clinical trial and confirming the transition of CRO services for the clinical trial from Fortrea to other service providers. Approximately $2,028,000 and $5,487,000 was expensed with respect to the Fortrea agreements during the years ended December 31, 2025 and 2024, respectively, which amounts are included in research and development expenses in the accompanying consolidated statements of operations.
Patheon API Services
The Company has entered into agreements with Patheon API Services, Inc. (“Patheon”) for the manufacture and supply of cGMP material to support the Company’s Phase 2 clinical trial for its product candidate LP-300. In addition to producing LP-300 API (active pharmaceutical ingredient) under cGMP (current Good Manufacturing Practices) conditions, Patheon transferred previously validated manufacturing processes and analytical methods for LP-300 and produced non-GMP material for use in support of non-clinical studies for LP-300. The agreements provided for payments in stages as specified process and manufacturing milestones are achieved. Approximately $20,000 and $18,000 was expensed with respect to the Patheon agreements during the years ended December 31, 2025 and 2024, respectively. These expenses were reduced by approximately $30,000 during the year ended December 31, 2024, due to a reduction in accrual estimates. These amounts for the years ended December 31, 2025 and 2024 are included in research and development expenses in the accompanying consolidated statements of operations.
Piramal Pharma Solutions
In January 2021, the Company entered into an agreement with Piramal Pharma Solutions (“Piramal”) for the fill and finish manufacture of LP-300 drug product at Piramal’s Lexington, Kentucky site in support of future Phase 2 clinical testing. The agreement, as amended, and additional agreements entered into with Piramal have provided for Piramal to conduct activities in support of the cGMP manufacturing of LP-300, including analytical and process transfer activities, manufacture of cGMP clinical batches, and performance of stability studies on cGMP batches of LP-300 drug product. Approximately $208,000 and $130,000 was expensed with respect to Piramal agreements during the years ended December 31, 2025 and 2024, respectively, which amounts are included in research and development expenses in the accompanying consolidated statements of operations. The Company expects to expense additional amounts in future periods with respect to Piramal relating to stability studies and analytical support activities.
vivoPharm
In September 2021, the Company’s Australian subsidiary entered into an agreement with RDDT, a vivoPharm Company Pty Ltd (“vivoPharm”), for multiple preclinical studies, including animal studies, as part of an IND-enabling program for LP-184. The Company’s Australian subsidiary entered into an additional agreement with vivoPharm in 2022 as part of an IND-enabling program for LP-284. Amendments to the vivoPharm agreements were made in 2022 and 2023, and additional agreements were entered into with vivoPharm in 2023 and 2024 relating to preclinical studies and related data analysis and support work. Approximately $4,000 and $56,000 was expensed with respect to the vivoPharm agreements during the years ended December 31, 2025 and 2024, respectively, which amounts are included in research and development expenses in the accompanying consolidated statements of operations.
Fox Chase Cancer Center
In September 2020, the Company entered into a research agreement with the Research Institute of Fox Chase Cancer Center, which was amended in January 2022, as part of the Company’s research and development activities, with a focus on advancing the targeted use of LP-184 in molecularly-defined sub-types of pancreatic cancer. In November 2023, the Company entered into a Clinical Trial Agreement with the Hospital of the Fox Chase Cancer Center relating to the Company’s Phase1a trial of LP-184. In February 2024, the Company entered into a Clinical Trial Agreement with the Hospital of the Fox Chase Cancer Center relating to the Company’s Phase 2 trial of LP-300. Approximately $272,000 and $46,000 were expensed with respect to Fox Chase Cancer Center agreements during the years ended December 31, 2025 and 2024, respectively, which amounts are included in research and development expenses in the accompanying consolidated statements of operations. The Company expects that additional amounts will be expensed in future periods in accordance with the progress of work completed under the agreements with the Fox Chase Cancer Center.
Berkshire Sterile Manufacturing/Sharp Sterile
During the years ended December 31, 2025 and 2024, the Company entered into agreements with Berkshire Sterile Manufacturing (“Berkshire”) to support technical transfer and GMP drug product manufacturing of LP-300. Berkshire is now referred to as Sharp Sterile, reflecting the acquisition of Berkshire by Sharp, a global leader in commercial pharmaceutical packaging and clinical trial supply services. Approximately $63,000 and $141,000 were expensed with respect to the Sharp Sterile agreements during the years ended December 31, 2025 and 2024, respectively, which amounts are included in research and development expenses in the accompanying consolidated statements of operations. The Company expects that additional amounts will be expensed in future periods in accordance with the progress of work completed under the Sharp Sterile agreements.
Shilpa
In March 2022, the Company entered into an agreement with Shilpa Medicare Limited for fit-to-purpose process development and synthesis of a key starting material relating to the synthesis of LP-184 under cGMP. In July 2022, the Company entered into agreements with Shilpa Pharma Lifesciences for the cGMP synthesis of LP-184 API material as well as for drug product development and cGMP drug product manufacturing of LP-184. In August 2022, the Company entered into agreements with Shilpa for the cGMP synthesis of LP-284 API material as well as for drug product development and cGMP drug product manufacturing of LP-284. The Company entered into additional agreements with Shilpa and its subsidiaries and affiliates (collectively “Shilpa”) in 2023 and in 2024 to support cGMP drug substance and drug product manufacturing and stability studies for LP-184 and LP-284. Approximately $639,000 and $827,000 were expensed with respect to the Shilpa agreements during the years ended December 31, 2025 and 2024, respectively, which amounts are included in research and development expenses in the accompanying consolidated statements of operations. The Company expects that additional amounts will be expensed in future periods in accordance with the progress of work completed under the Shilpa agreements.
Curia/Siegfried
During the years ended December 31, 2025 and 2024, the Company entered into agreements with Curia Global, Inc. (“Curia”) relating to the cGMP manufacture of LP-300 API and supporting activities. In 2025, the Curia site where the LP-300 API is manufactured changed its name to Siegfried Acceleration Hub (‘Siegfried”), reflecting the acquisition of the manufacturing site by the Siegfried Group. Approximately $81,000 and $82,000 were expensed with respect to the Curia/Siegfried agreements during the years ended December 31, 2025 and 2024, respectively, which amounts are included in research and development expenses in the accompanying consolidated statements of operations. The Company expects that additional amounts will be expensed in future periods in accordance with the progress of work completed under Siegfried agreements.
HiRO In September 2025, the Company entered into agreements with Harvest Integrated Research Organization (Japan) KK (“HiRO Japan”) and Harvest Integrated Research Organization Taiwan Ltd. (“HiRO Taiwan”) to provide contract research organization (CRO) services for the Company’s Phase 2 clinical trial for LP-300 in Japan and Taiwan. Approximately $133,000 was expensed with respect to the HiRO Japan and HiRO Taiwan agreements during the year ended December 31, 2025, which amount is included in research and development expenses in the accompanying consolidated statements of operations. No amounts were expensed with respect to these agreements during the year ended December 31, 2024. The Company expects that additional amounts will be expensed in future periods in accordance with the progress of work completed under the HiRO Japan and HiRO Taiwan agreements.
Other Research and Service Provider Agreements
In addition to the agreements described above, the Company has entered into, and expects in the future to enter into, other research and service provider agreements for the advancement of its product candidates and research and development efforts. The Company expects to expense additional amounts in future periods in connection with existing and future research and service provider agreements.
Actuate Therapeutics
In May 2021, the Company entered into a Collaboration Agreement with Actuate Therapeutics, Inc. (“Actuate”), a clinical stage private biopharmaceutical company focused on the development of compounds for use in the treatment of cancer, and inflammatory diseases leading to fibrosis. Pursuant to the agreement, the Company and Actuate have collaborated on utilization of the Company’s RADR® platform to develop novel biomarker derived signatures for use with one of Actuate’s product candidates. As part of the collaboration, the Company received restricted shares of Actuate stock, subject to meeting certain conditions of the collaboration, as well as the potential to receive additional Actuate stock if results from the collaboration are utilized in future development efforts. In 2023, the term of the Collaboration Agreement was extended until March 31, 2024. Certain affiliates of Bios Partners beneficially own greater than 10% of the Company’s common stock and also hold substantial beneficial ownership interests in Actuate. Through December 31, 2025, no revenues have been recognized under the Agreement.
The restricted shares of Actuate stock had a nominal value when acquired and, therefore, were recorded at a cost of $. In August 2024, Actuate announced the closing of its initial public offering (“IPO”), which also included a reverse stock split. Following the reverse stock split and the IPO, the Company holds shares of common stock, which can be sold by the Company without restriction in accordance with Rule 144 of the Securities Act of 1933. At December 31, 2025 and 2024, the Actuate common stock held by the Company had a fair value of approximately $85,000 and $111,000, respectively, which amounts were included in the caption marketable securities on the Company’s consolidated balance sheets.
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| Leases | Note 5. Leases
The following provides balance sheet information related to leases as of December 31, 2025 and 2024:
At December 31, 2025, the future estimated minimum lease payments under non-cancelable operating leases are as follows:
At December 31, 2025, the Company has a non-cancellable operating lease for office space in Atlanta, Georgia that requires monthly payments of $6,750 through December 31, 2026. The Company had a similar lease with the same landlord at December 31, 2024, which was terminated and replaced with the existing lease during 2025. The lease is subject to automatic renewal on a month-to-month basis unless the Company provides three-months written notice to the landlord. The exercise of lease renewal options is at the Company’s sole discretion and is assessed as to whether to include any renewals in the lease term at inception.
At December 31, 2024, the Company had a non-cancellable operating lease for office space in Dallas, Texas, which required monthly payments of approximately $11,200 through November 2025. Effective December 1, 2025, the Company entered into a new 12-month lease for office space in Dallas, which is accounted for as a short-term lease and excluded from operating lease liabilities and right-of-use assets.
The following table provides a reconciliation for the Company’s right of use assets and lease liabilities:
Other supplemental information related to operating leases is as follows:
The Company also leased additional office space in Dallas, Texas under month-to-month lease arrangements during the years ended December 31, 2025 and 2024. In April 2023, the Company entered into a two-year lease for material storage and handling. In October 2025, the Company extended this lease to continue through September 2026. The lease is cancellable with 45-days’ written notice. Under these short-term leases, the Company elected the short-term lease measurement and recognition exemption under ASC 842 and recorded rent expense as incurred.
The components of lease expense were approximately as follows for the years ended December 31, 2025 and 2024:
During the years ended December 31, 2025 and 2024, cash used in operating activities associated with its operating leases was approximately $205,000 and $194,000, respectively.
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Shareholders’ Equity |
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| Shareholders’ Equity | Note 6. Shareholders’ Equity
Preferred Stock
Upon the Company’s IPO, all shares of the Company’s Series A preferred stock were converted into shares of common stock effective June 15, 2020, with fractional share adjustments made in connection with the conversion as discussed below. As of December 31, 2025 and 2024, the Company had authorized shares of preferred stock, with shares of preferred stock issued and outstanding.
Common Stock
During the year ended December 31, 2024, the Company issued shares of restricted common stock to a consultant with a grant date fair value of approximately $, which was included as stock-based compensation as part of general and administrative expenses in the accompanying consolidated statements of operations when the shares vested on October 4, 2024. During the year ended December 31, 2025, the Company issued shares of restricted common stock with a fair value of approximately $ in exchange for services. These shares were issued outside of the Company’s Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan (“Lantern Pharma Inc. 2018 Equity Incentive Plan”). The Company recognized approximately $ of expense when of these shares vested during the year ended December 31, 2025. The remaining shares vested in January 2026.
In July 2025, the Company entered into the ATM, with ThinkEquity, pursuant to which the Company may offer and sell up to $ of shares of its common stock from time to time, in an “at-the-market” offering to or through ThinkEquity. The Company pays ThinkEquity a commission of % of the aggregate gross proceeds from the sale of the Placement Shares pursuant to the ATM. The ATM contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. The Company issued shares of common stock to ThinkEquity during the year ended December 31, 2025, resulting in aggregate proceeds of $1,563,229, after deducting commissions and transaction costs of $50,987 and deferred offering costs of $10,331.
During the year ended December 31, 2025, options were exercised for shares of common stock at a price of $ per share resulting in cash receipts of $13,442. options were exercised during the year ended December 31, 2024.
As of December 31, 2025 and 2024, the Company had authorized shares of Common Stock, of which and shares were issued and outstanding, respectively.
Warrants
During the year ended December 31, 2024, the Company issued shares of common stock for aggregate proceeds of $66,710, relating to the exercise of warrants that were expiring. The Company also issued shares of common stock relating to the cashless exercise of warrants to purchase 86,685 shares during the year ended December 31, 2024.
At December 31, 2024, there were 70,000 warrants outstanding, which expired unexercised during the year ended December 31, 2025. At December 31, 2025, there were no warrants outstanding.
Options
On August 29, 2018, the Board of Directors of the Company adopted the Lantern Pharma Inc. 2018 Equity Incentive Plan, which was subsequently amended on December 17, 2018, February 26, 2020, October 20, 2022, June 16, 2023 and June 13, 2024. The Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended and restated, is referred to herein as the “Plan”. The Company has reserved shares of its common stock for issuance under the Plan. The Plan is designed to provide additional incentives to employees, directors and consultants to remain in the service of the Company as well as to encourage stock acquisition by members of these targeted groups, which in the opinion of the management will support the alignment of the interests of the members of these groups and stockholders. Options granted under the Plan are generally exercisable for up to years from grant date. shares remain available for future awards under the Plan at December 31, 2025, following the grant of options and the award of restricted stock grants through December 31, 2025.
On September 19, 2025 (the “Effective Date”), the Company’s stockholders approved a one-time stock option repricing (the “Option Repricing”) for certain previously granted and still outstanding options held by the Company’s employees and directors. Pursuant to the Option Repricing, stock options granted under the Plan between June 15, 2020 and November 4, 2021 with an exercise price between $ and $ per share, were repriced to $ per share, which was calculated as 125% of the Company’s average daily volume weighted average price as reported by Nasdaq Stock Market, measured over the 10 trading days ending and including the date the option repricing was approved by the Board of Directors (July 24, 2025).
Under the terms of the Option Repricing, a repriced option will only be exercisable at its original exercise price if, prior to the one-year anniversary of the Effective Date, (a) the option holder’s employment or service is terminated by the Company or by the option holder, or (b) the option is exercised. The repriced options otherwise retained their existing terms and conditions as set forth in the Plan. The Option Repricing resulted in approximately $ of incremental stock compensation expense, which was calculated using the Black-Scholes option-pricing model.
During the year ended December 31, 2025, the Company recognized incremental compensation cost of approximately $ relating to the Option Repricing. At December 31, 2025, there was approximately $ of unrecognized stock-based compensation expense, which is expected to be recognized on a straight-line basis over the remaining service period of years. The incremental cost is included in general and administrative expense and research and development expense on the consolidated statements of operations and comprehensive loss.
The weighted average remaining contractual term of outstanding options at December 31, 2025 is years. The weighted average remaining contractual term of exercisable options at December 31, 2025 is years. The total intrinsic value of options outstanding and exercisable at December 31, 2025 and 2024 was approximately $ and $, respectively. The intrinsic value of options exercised during year ended December 31, 2025 was approximately $.
Total remaining unrecognized compensation expense for non-vested options is approximately $ as of December 31, 2025 and is expected to be recognized over a weighted average period of years.
The fair value of options is recognized as an expense over the vesting period and forfeitures are accounted for as they occur.
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| Cash and Cash Equivalents [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Marketable Securities | Note 7. Marketable Securities
At December 31, 2025, the Company’s debt and equity securities, including approximately $996,000 classified in cash and cash equivalents, consisted of the following:
At December 31, 2024, the Company’s debt and equity securities, including approximately $2,542,000 classified in cash and cash equivalents, consisted of the following:
The contractual maturities of the Company’s debt securities, including approximately $996,000 classified in cash and cash equivalents, are as follows:
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Fair Value Measurements |
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| Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements | Note 8. Fair Value Measurements
We determine the fair values of our financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
Level 3 - Inputs are unobservable inputs based on our assumptions.
Financial Assets
When available, our marketable securities are valued using quoted prices for identical instruments in active markets. If we are unable to value our marketable securities using quoted prices for identical instruments in active markets, we value our investments using broker reports that utilize quoted market prices for comparable instruments. As of December 31, 2025 and 2024, our available-for-sale debt securities were valued through use of quoted prices for comparable instruments in active markets and are classified as Level 2, and our money market accounts, common stock and mutual funds were valued using quoted prices in active markets for identical assets and are classified as Level 1.
Based on our valuation of our marketable securities, we concluded that they are classified in either Level 1 or Level 2, and we have no financial assets measured using Level 3 inputs. The following table presents information about our assets that are measured at fair value on a recurring basis using the above input categories.
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Loss Per Share of Common Shares |
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| Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss Per Share of Common Shares |
Basic loss per share is derived by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants and stock options, which would result in the issuance of incremental shares of common stock unless such effect is anti-dilutive. In calculating the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remained the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. Potentially dilutive securities outstanding that have been excluded from diluted loss per share due to being anti-dilutive include the following:
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Income Taxes |
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| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes | Note 10. Income Taxes
Net loss before income taxes in the United States and Australia was approximately $16,980,000 and $139,000, respectively, during the year ended December 31, 2025.
Our effective tax rate differs from the statutory federal tax rate as presented in the following table for the year ended December 31, 2025:
Our effective tax rate differs from the statutory federal tax rate as presented in the following table for the year ended December 31, 2024:
As of December 31, 2025 and 2024, the Company was domiciled in Texas, and due to the losses generated and no revenues, it incurred no current federal or state tax. Furthermore, the Company has not made any income tax payments during the years ended December 31, 2025 and 2024.
The tax effect of the temporary differences that give rise to the significant portions of the deferred tax assets and liabilities is presented below.
Due to a history of losses the Company has generated since inception, the Company believes it is more-likely-than-not that all of the deferred tax assets will not be realized as of December 31, 2025 and 2024. Therefore, the Company has recorded a full valuation allowance on its deferred tax assets. At December 31, 2025 and 2024, the Company has net operating loss (“NOL”) carryforwards for federal income tax purposes of approximately $75,600,000 and $43,600,000, respectively. The NOL carryforwards generated prior to 2018 of approximately $3,100,000 could expire over time beginning in 2035, if not used. The NOL carryforwards generated from January 1, 2018 through December 31, 2025 of approximately $72,500,000 do not expire and are carried forward indefinitely. The Company has state NOLs of approximately $1,000,000 at December 31, 2025. Australian NOLs were approximately $600,000 at December 31, 2025 and can be carried forward indefinitely, but may be subject to limitation in the event of certain corporate stock transactions the Company may enter into in the future. The Company also has approximately $2,700,000 of research and development tax credit carryforwards for federal purposes. These credits begin expiring in 2039. Due to the change in ownership provisions of the Internal Revenue Code, the availability of the Company’s NOL carryforwards and research and development credit carryforwards may be subject to annual limitations under Section 382 of the Internal Revenue Code against taxable income in the future period, which could substantially limit the eventual utilization of such carryforwards.
Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2025, there were no uncertain positions. In addition, interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision, for which there were none. The Company’s U.S. federal operating losses have occurred since its inception and as such, tax years subject to potential tax examination could apply from that date because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities. The statute of limitations expires three years after the utilization of historical losses.
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Segment Reporting |
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| Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Reporting | Note 11: Segment Reporting
The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses expected research and development study and material costs; cash, cash equivalents and marketable securities balances; operating losses; and budget projections to assess financial performance and allocate resources.
Cash, cash equivalents and marketable securities were as follows at December 31, 2025 and 2024:
Research and development study and material costs were as follows during the years ended December 31, 2025 and 2024:
These financial metrics are used by the CODM to make key operating decisions, such as which research and development studies to commence, extend or discontinue. See the consolidated balance sheets and statements of operations as of and for the years ended December 31, 2025 and 2024. |
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Summary of Significant Accounting Policies (Policies) |
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Dec. 31, 2025 | |
| Accounting Policies [Abstract] | |
| Use of Estimates and Assumptions | Use of Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The significant areas of estimation include determining research and development accruals, the inputs in determining the fair value of equity-based awards and warrants issued, the inputs in determining present value of lease payments, and determining the fair value of marketable securities. Actual results could differ from those estimates.
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| Foreign Currency | Foreign Currency
We translate the financial statements of our Australian subsidiary, which has a functional currency of the Australian dollar, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for income and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions that are denominated in currencies other than our functional currency (U.S. dollar) are included within other income, net on the consolidated statements of operations.
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| Risks and Uncertainties | Risks and Uncertainties
The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. Operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks, including the potential risk of business failure.
Our marketable securities may be impacted by various risks related to interest rates, market conditions, stock market fluctuations and credit risk. Our marketable securities that are debt securities have had and may in the future have their market value fluctuate due to rises or falls in interest rates. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that are federally insured. Interest bearing and non-interest bearing accounts we hold at these banking institutions are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor, per FDIC-insured bank, per ownership category. From time to time, some of our cash balances held at banking institutions may be in excess of FDIC coverage.
We currently rely on foreign third-party manufacturers and service providers in connection with certain aspects of our clinical operations. The U.S. government and persons involved in the Trump administration have made statements and taken certain actions that have led to, and may continue to lead to, changes to U.S. and international trade policies. Although some previously imposed tariffs have recently been struck down, potential new tariffs and the potential escalation of trade disputes with foreign countries could pose a significant risk to our business and could result in higher operating expenses. U.S. policies on tariffs and international trade could also result in fluctuations in interest rates, which could have a negative impact on general economic conditions, on the industry sector in which we operate, and on our business.
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| Research and Development | Research and Development
Research and development costs are expensed as incurred. These expenses primarily consist of payroll, contractor expenses, research study expenses, costs for manufacturing and supplies, clinical site costs and other costs for the conduct of clinical trials, costs for technical infrastructure on the cloud for the purposes of developing the Company’s RADR® platform, and other costs for identifying, developing, and testing drug candidates. Development costs incurred by third parties are expensed as the work is performed. Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred.
When accruing clinical expenses, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If possible, we obtain information regarding unbilled services directly from our service providers. However, we may be required to estimate the cost of these services based only on information available to us. If we underestimate or overestimate the cost associated with a trial or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, our estimated accrued clinical expenses have generally approximated actual expense incurred.
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| Cash and Cash Equivalents | Cash and Cash Equivalents
The Company considers money market funds and other highly liquid instruments with an original maturity of 3 months or less to be cash equivalents. Cash equivalents at December 31, 2025 and 2024 were approximately $1,540,000 and $6,619,000, respectively, and are included along with cash under the caption cash and cash equivalents on the Company’s consolidated balance sheets.
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| Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets as of December 31, 2025 totaled approximately $684,000 and included approximately $360,000 of upfront payments for contractor fees, academic research studies and services, and subscriptions, approximately $294,000 of prepaid annual insurance fees, and approximately $30,000 of receivables from dividends and tax incentives.
Prepaid expenses and other current assets as of December 31, 2024 totaled approximately $1,235,000 and included approximately $820,000 of upfront payments for contractor fees, academic research studies and services, and subscriptions, approximately $318,000 of prepaid annual insurance fees, and approximately $97,000 of receivables from dividends and tax incentives.
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| Leases | Leases
The Company determines whether an arrangement contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and net of current portion of operating lease liabilities on our consolidated balance sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The Company does not include options to extend or terminate the lease term unless it is reasonably certain that the Company will exercise any such options. Rent expense is recognized under the operating leases on a straight-line basis. The Company does not recognize right-of-use assets or lease liabilities for short-term leases, which have a lease term of twelve months or less, and instead will recognize lease payments as expense on a straight-line basis over the lease term.
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| Marketable Securities | Marketable Securities
The Company’s marketable securities consist of government and agency securities, corporate bonds, mutual funds, and common stock. We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. We may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond twelve months, as current assets in the accompanying consolidated balance sheets.
Available-for-sale debt securities are recorded at fair value each reporting period. Unrealized gains and losses on available-for-sale debt securities are excluded from earnings and recorded as a separate component within accumulated other comprehensive income (loss) on the consolidated balance sheets until realized. Interest is reported within interest income on the consolidated statements of operations. We evaluate our available-for-sale debt securities to assess whether the amortized cost basis is in excess of estimated fair value and determine what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses are recognized as a charge in other income, net on the consolidated statements of operations, and any remaining unrealized losses are included in accumulated other comprehensive income (loss) on the consolidated balance sheets. The allowance for credit losses is zero at December 31, 2025 and 2024, and there were no credit losses recorded for the years ended December 31, 2025 and 2024.
Equity securities, which are composed of mutual funds and common stock, are recorded at fair value each reporting period, with changes in fair value of these investments, as well as dividends earned, recorded within other income, net on the consolidated statements of operations.
We determine realized gains and losses on the sale of marketable securities based on the specific identification method and record such gains and losses within other income, net on the consolidated statements of operations.
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| Deferred Offering Costs | Deferred Offering Costs
Deferred offering costs consist of legal, accounting, underwriting, and other direct costs incurred in connection with the Company’s ATM financing activities. These costs are capitalized as incurred and recognized as a reduction of additional paid-in capital in the consolidated statements of stockholders’ equity when shares are issued. At December 31, 2025, the Company had approximately $88,000 of deferred offering costs related to the remaining $13,905,453 available under the ATM. If the Company terminates the ATM or deems it probable that the full amount available will not be utilized, the related deferred offering costs will be expensed and recognized in general and administrative expenses in the consolidated statements of operations.
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| Income Taxes | Income Taxes
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates which will be in effect when the differences reverse. The Company provides a full valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax asset will be realized.
Due to the Company’s current and prior operating losses, the Company has no corporate income tax liabilities as of December 31, 2025 and December 31, 2024. Because of its history of losses, the Company believes it is more-likely-than-not that all of the Company’s deferred tax assets will not be realized as of December 31, 2025 and December 31, 2024. Therefore, the Company has recorded a full valuation allowance on its deferred tax assets.
On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (the “OBBB”), was signed into law. This includes significant changes to the federal corporate tax provisions and extends certain otherwise expiring provisions of the 2017 Tax Cuts and Jobs Act. Among other things, the legislation reinstates expensing for domestic research and experimental expenditures, imposes new limitations on interest expense deductibility, and expands disallowed deductions for certain employee remuneration. FASB ASC 740 Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the relevant legislation is enacted. The OBBB may affect the Company’s gross tax assets and liabilities in future periods. The Company accounted for the tax effects of the legislation during the year ended December 31, 2025, and concluded the impact was not material.
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| Stock-based Compensation |
Stock-based awards have been accounted for as required by ASC 718 Compensation - Stock Compensation. Under ASC 718, awards are valued at fair value on the date of grant, and that fair value is recognized over the requisite service period. Forfeitures are accounted for as they occur.
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| Recently Adopted Accounting Pronouncement | Recently Adopted Accounting Pronouncement
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and may be applied prospectively or retrospectively. We have prospectively adopted this guidance during 2025, and have included the newly required expanded disclosures on income tax in Note 10 to our consolidated financial statements.
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| New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive and Income - Expense Disaggregation Disclosures (Subtopic 220-40), requiring public business entities to provide disaggregated disclosures of relevant income statement expenses. The amendments aim to improve financial reporting by enhancing transparency in the notes to financial statements, specifically regarding expense categories. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is assessing the effect of this update on its consolidated financial statements and related disclosures. |
Commitments and Contingencies (Tables) |
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| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Research and Development |
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| Schedule of Accounts Payable and Accrued Liabilities |
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Leases (Tables) |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Balance Sheet Information Related to Leases | The following provides balance sheet information related to leases as of December 31, 2025 and 2024:
|
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| Schedule of Future Estimated Minimum Lease Payments Under Non-cancelable Operating Leases | At December 31, 2025, the future estimated minimum lease payments under non-cancelable operating leases are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Reconciliation of Right-of-Use Assets and lease Liabilities | The following table provides a reconciliation for the Company’s right of use assets and lease liabilities:
|
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| Schedule of Other Supplemental Information Related to Operating Leases | Other supplemental information related to operating leases is as follows:
|
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| Schedule of Lease Expense | The components of lease expense were approximately as follows for the years ended December 31, 2025 and 2024:
|
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Shareholders’ Equity (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Stock Option Activity |
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| Schedule of Stock-based Compensation |
|
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| Schedule of Weighted Average Assumptions |
|
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Marketable Securities (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and Cash Equivalents [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Marketable of Securities |
At December 31, 2024, the Company’s debt and equity securities, including approximately $2,542,000 classified in cash and cash equivalents, consisted of the following:
|
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| Schedule of Contractual Maturities Investments of Marketable Securities |
|
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Fair Value Measurements (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Assets are Measured at Fair Value on Recurring Basis |
|
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Loss Per Share of Common Shares (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Anti-dilutive Securities Outstanding Diluted Loss Per Share |
|
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Income Taxes (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Effective Income Tax Rate | Our effective tax rate differs from the statutory federal tax rate as presented in the following table for the year ended December 31, 2025:
Our effective tax rate differs from the statutory federal tax rate as presented in the following table for the year ended December 31, 2024:
|
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| Schedule of Deferred Tax Assets and Liabilities | The tax effect of the temporary differences that give rise to the significant portions of the deferred tax assets and liabilities is presented below.
|
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Segment Reporting (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Segment Reporting Information |
Research and development study and material costs were as follows during the years ended December 31, 2025 and 2024:
|
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Liquidity and Going Concern (Details Narrative) - USD ($) |
1 Months Ended | 12 Months Ended | |
|---|---|---|---|
Jul. 31, 2025 |
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Net loss | $ 17,119,438 | $ 20,781,213 | |
| Working capital | 6,302,000 | ||
| Proceeds from issuance of common stock | 1,624,547 | ||
| Proceeds from issuance of cost | $ 61,318 | ||
| ATM Sales Agreement [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Number of shares sold | 356,922 | ||
| Proceeds from issuance of common stock | $ 1,624,547 | ||
| Maximum [Member] | ATM Sales Agreement [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Maximum aggregate offering price | $ 15,530,000 | ||
Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Property, Plant and Equipment [Line Items] | ||
| Cash and cash equivalents | $ 1,539,533 | $ 6,619,476 |
| Prepaid expense and other current assets | 683,948 | 1,234,566 |
| Upfront payments for contractor fees, academic research studies and services, and subscriptions | 360,000 | 820,000 |
| Prepaid annual insurance fees | 294,000 | 318,000 |
| Interest receivable | 30,000 | 97,000 |
| Allowance for credit losses | 0 | $ 0 |
| Deferred offering costs | 88,000 | |
| Deferred offering cost remaining under ATM | 13,905,453 | |
| Maximum [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Cash FDIC insured amount | $ 250,000 |
Schedule of Research and Development (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| License Strategic Alliance and Research Agreements [Member] | Research and Development Expenses [Member] | ||
| Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
| Amount Expensed for License, Strategic Alliance, and Research Agreements | $ 3,697,000 | $ 6,882,000 |
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
| Prepaid expenses and other current assets under License, Strategic Alliance, and Research Agreements | $ 683,948 | $ 1,234,566 |
| License Strategic Alliance and Research Agreements [Member] | ||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
| Amount accrued and payable under License, Strategic Alliance, and Research Agreements | 1,360,000 | 1,725,000 |
| Prepaid expenses and other current assets under License, Strategic Alliance, and Research Agreements | $ 220,000 | $ 490,000 |
Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|---|
| Leases | |||
| Operating lease, right-of-use asset, net | $ 75,595 | $ 239,985 | $ 228,295 |
| Current portion of operating lease liabilities | 78,539 | 190,814 | |
| Operating lease liabilities, net of current portion | 52,843 | ||
| Total operating lease liabilities | $ 78,539 | $ 243,657 | $ 234,471 |
Schedule of Future Estimated Minimum Lease Payments Under Non-cancelable Operating Leases (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|---|
| Leases | |||
| Total minimum lease payments to be paid in 2026 | $ 81,000 | ||
| Less amount representing interest | (2,461) | ||
| Present value of future minimum lease payments | 78,539 | $ 243,657 | $ 234,471 |
| Less current portion of operating lease liabilities | (78,539) | (190,814) | |
| Operating lease liabilities, net of current portion | $ 52,843 |
Schedule of Reconciliation of Right-of-Use Assets and lease Liabilities (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Leases | ||
| Operating Right-of-Use Assets, Beginning Balance | $ 239,985 | $ 228,295 |
| Operating Lease Liabilities, Beginning Balance | 243,657 | 234,471 |
| Operating Right-of-Use Assets, Early termination of Legacy West Leases | (52,844) | (163,722) |
| Operating Right-of-Use Assets, Early termination of Legacy West Leases | (52,844) | (163,722) |
| Operating Right-of-Use Assets, Operating right-of-use asset acquired through operating lease liability | 78,351 | 348,623 |
| Operating Lease Liabilities, Operating right-of-use asset acquired through operating lease liability | 78,351 | 348,623 |
| Operating Right-of-Use Assets, Amortizations | (189,897) | (173,211) |
| Operating Lease Liabilities, Amortizations | (190,625) | (175,715) |
| Operating Right-of-Use Assets, Ending Balance | 75,595 | 239,985 |
| Operating Lease Liabilities, Ending Balance | $ 78,539 | $ 243,657 |
Schedule of Other Supplemental Information Related to Operating Leases (Details) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Leases | ||
| Weighted average remaining term of operating leases (in years) | 1 year | 1 year 3 months 18 days |
| Weighted average discount rate of operating leases | 6.75% | 9.50% |
Schedule of Lease Expense (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Leases | ||
| Operating lease cost | $ 205,000 | $ 191,000 |
| Short-term lease cost | 24,000 | 19,000 |
| Lease expense | $ 229,000 | $ 210,000 |
Leases (Details Narrative) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
Apr. 30, 2023 |
|
| Leases | |||
| New lease payments | $ 6,750 | $ 11,200 | |
| Operating lease term | 2 years | ||
| Remaining lease term | 45 days | ||
| Cash used in operating activities associated with leases | $ 205,000 | $ 194,000 | |
Schedule of Stock-based Compensation (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Stock-based compensation | $ 651,000 | $ 652,000 |
| General and Administrative Expenses [Member] | ||
| Stock-based compensation | 296,000 | 291,000 |
| Research and Development Expenses [Member] | ||
| Stock-based compensation | $ 355,000 | $ 361,000 |
Schedule of Weighted Average Assumptions (Details) - $ / shares |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Equity [Abstract] | ||
| Term (in years) | 5 years 6 months 10 days | 5 years 6 months 29 days |
| Risk Free Rate | 3.73% | 4.15% |
| Volatility | 80.88% | 88.35% |
| Dividend Yield | 0.00% | 0.00% |
| Grant Date Fair Value | $ 2.30 | $ 3.36 |
Schedule of Contractual Maturities Investments of Marketable Securities (Details) |
Dec. 31, 2025
USD ($)
|
|---|---|
| Cash and Cash Equivalents [Abstract] | |
| Due within one year | $ 5,228,003 |
Marketable Securities (Details Narrative) - Cash and Cash Equivalents [Member] - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Impairment Effects on Earnings Per Share [Line Items] | ||
| Equity securities | $ 996,000 | $ 2,542,000 |
| Debt securities | $ 996,000 | $ 2,542,000 |
Schedule of Anti-dilutive Securities Outstanding Diluted Loss Per Share (Details) - shares |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Anti-dilutive securities | 1,306,126 | 1,315,694 |
| Warrant [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Anti-dilutive securities | 70,000 | |
| Unvested Restricted Shares [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Anti-dilutive securities | 10,000 | |
| Share-Based Payment Arrangement, Option [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Anti-dilutive securities | 1,296,126 | 1,245,694 |
Schedule of Effective Income Tax Rate (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Effective Income Tax Rate Reconciliation [Line Items] | ||
| Research and development credits | $ (493,000) | |
| Research credits, percent | 2.90% | |
| Nontaxable or nondeductible items | $ 110,000 | |
| Other, percent | (0.60%) | |
| Changes in valuation allowance | $ 3,980,000 | |
| Valuation allowance, percent | (23.30%) | (25.00%) |
| Effective Income Tax Rate | ||
| Effective income tax rate, percent | ||
| Permanent differences, percent | 4.00% | |
| Domestic Tax Jurisdiction [Member] | ||
| Effective Income Tax Rate Reconciliation [Line Items] | ||
| U.S. federal statutory tax rate | $ (3,597,000) | |
| US federal statutory tax rate, percent | 21.00% | 21.00% |
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Deferred tax assets | ||
| Research and development credits | $ 2,716,190 | $ 2,222,625 |
| Stock-based compensation | 624,182 | 584,840 |
| Net operating loss carryforwards | 16,092,865 | 9,353,936 |
| Research and development amortization | 2,324,817 | 5,617,727 |
| Deferred tax asset | 21,758,054 | 17,779,128 |
| Less: valuation allowance | (21,754,428) | (17,772,997) |
| Net deferred tax asset | 3,626 | 6,131 |
| Deferred tax liabilities | ||
| Unrealized gains on securities | (438) | (1,837) |
| Operating lease right-of-use assets | (622) | (776) |
| Fixed assets | (2,566) | (3,518) |
| Net deferred tax assets |
Income Taxes (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Income Tax Disclosure [Abstract] | ||
| Net loss before income taxes | $ 16,980,000 | |
| Net loss before income taxes | 139,000 | |
| Net operating loss carryforwards for federal income tax | $ 75,600,000 | $ 43,600,000 |
| Net operating loss carryforwards, description | The NOL carryforwards generated prior to 2018 of approximately $3,100,000 could expire over time beginning in 2035, if not used. The NOL carryforwards generated from January 1, 2018 through December 31, 2025 of approximately $72,500,000 do not expire and are carried forward indefinitely. | |
| Net operating loss carryforwards, state | $ 1,000,000 | |
| Net operating loss carryforwards, foreign | 600,000 | |
| Research and development tax credit carryforwards | $ 2,700,000 |
Schedule of Segment Reporting Information (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Cash | $ 2,883,305 | $ 891,603 |
| Cash equivalents | 1,539,533 | 6,619,476 |
| Marketable securities | 5,696,386 | 16,501,984 |
| Research and development costs | 7,366,050 | 11,400,042 |
| Research and Development Studies [Member] | ||
| Research and development costs | 7,111,026 | 11,083,607 |
| Research and Development Materials [Member] | ||
| Research and development costs | $ 255,024 | $ 316,435 |
Segment Reporting (Details Narrative) |
12 Months Ended |
|---|---|
|
Dec. 31, 2025
Segment
| |
| Segment Reporting [Abstract] | |
| Number of operating segment | 1 |