0001558370-24-014863 | 10-Q | XBRL Viewer | Neurobo Pharmaceuticals INC

September 30, 2024

December 31, 2023

Office equipment

Less accumulated depreciation

Property and equipment, net

Stock-based Compensation

9 Months Ended

Sep. 30, 2024

8. Stock-based compensation

Stock-based compensation expense was included in general and administrative and research and development as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
General and administrative	$	103	$	172	$	273	$	111
Research and development		36		—		105		11
Total stock-based compensation	$	139	$	172	$	378	$	122

Stock-based award plans

In June 2024, in connection with the 2024 Annual Meeting of Stockholders, our stockholders approved an amendment (the “Amendment”) to the NeuroBo Pharmaceuticals, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). Pursuant to the terms and conditions of the Amendment, the 2022 Plan was amended to:

●

automatically increase on January 1st of each year for a period of eight years commencing on January 1, 2025 and ending on (and including) January 1, 2032, the aggregate number of shares of common stock that may be issued pursuant to Awards (as defined in the 2022 Plan) to an amount equal to 10% of the Fully Diluted Shares (as defined in the 2022 Plan) as of the last day of the preceding calendar year, provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of common stock; and

●

increase the aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of Incentive Stock Options (as defined in the 2022 Plan) to 1 million shares of the common stock plus the amount of any increase in the number of shares that may be available for issuance pursuant to the annual increase described above, but in no event more than 15 million shares of the common stock issued as incentive stock options.

The following table summarizes the outstanding awards issued pursuant to our stock-based award plans and inducement grants as of September 30, 2024 and the remaining shares of common stock available for future issuance:


			Remaining shares of
	Stock		common stock available
Plan Name	Options	RSUs	for future issuance
2019 Equity Incentive Plan (the “2019 Plan”)	1,575	—	—
2022 Plan	3,125	170,059	393,222
2021 Inducement Plan	—	—	4,166
Total	4,700	170,059	397,388

For stock options and RSUs granted under the 2019 Plan and 2022 Plan as of September 30, 2024, unrecognized stock-based compensation costs totaled $0.8 million. The unrecognized stock-based costs are expected to be recognized as an expense over a weighted average period of 1.7 years.

Stock options

The following table summarizes the status of our outstanding and exercisable options and related transactions for the period presented (in thousands, except share and per share amounts):


	Outstanding						Exercisable
	Shares of					Weighted	Shares of					Weighted
	Common	Weighted				Average	Common	Weighted				Average
	Stock	Average		Aggregate		Remaining	Stock	Average		Aggregate		Remaining
	Issuable	Exercise		Intrinsic		Contractual	Issuable	Exercise		Intrinsic		Contractual
	for Options	Price		Value		Term (years)	for Options	Price		Value		Term (years)
As of January 1, 2024	4,700	$	398.30	$	—	8.6	4,577	$	391.04	$	—	8.6
Vested							104		747.38
As of September 30, 2024	4,700	$	398.30	$	—	7.8	4,681	$	398.93	$	—	7.8

Restricted Stock Units

The following table summarizes the status of our RSUs and related transactions for the period presented (in thousands, except share and per share amounts):


	Outstanding					Vested and Deferred Release
	Shares of	Average				Shares of	Average
	Common Stock	Grant Date		Aggregate		Common Stock	Grant Date		Aggregate
	Issuable	Fair Value		Intrinsic		Issuable	Fair Value		Intrinsic
	for RSUs	Price		Value		for RSUs	Price		Value
As of January 1, 2024	141,361	$	4.55	$	523	5,469	$	4.02	$	20
Granted	83,899		5.41
Vested and Deferred Release						14,768		4.29
Vested and Released	(55,201)		4.68		207
As of September 30, 2024	170,059	$	4.93	$	539	20,237	$	4.21	$	64

Grant date fair value of stock options, warrants and restricted stock units

We estimated the grant date fair value of stock options and warrants granted to employees, consultants (including placement agents for the offerings), and directors using the Black-Scholes option pricing model. The following assumptions used in the Black-Scholes option pricing model for stock options and warrants granted in 2024 and 2023 are as follows:


				Contingent			Stock
	Warrants Granted			Warrants Granted			Options Granted
	in June 2024			in June 2024			in March 2023
Weighted average fair value	$	2.73		$	3.43		$	3.63
Expected stock price volatility		140.0	%		127.0	%		82.9	%
Expected term (years)		2.1			5.7			5.0
Expected dividend yield		—	%		—	%		—	%
Risk-free interest rate		463	%		4.31	%		3.54	%

We estimated the grant date fair value of restricted stock units granted to employees, consultants and directors based on the closing sales price of our common stock as reported on Nasdaq on the date of grant.

Accrued expenses and other current liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Accrued expenses and other current liabilities

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	As of
	September 30, 2024		December 31, 2023
Employee related costs	$	600	$	118
Professional service fees		39		308
Other		15		166
Total	$	654	$	592

Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands	3 Months Ended
	Jun. 30, 2024 USD ($)
Condensed Consolidated Statements of Changes in Stockholders' Equity
Stock and warrants issuance costs	$ 1,522

Business, basis of presentation, new accounting standards and summary of significant accounting policies(Policies)	9 Months Ended
	Sep. 30, 2024
Business, basis of presentation, new accounting standards and summary of significant accounting policies
Basis of presentation	A.Basis of presentation We prepared the condensed consolidated financial statements following the requirements of the United States (“U.S.”) Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the U.S. (“GAAP”) for complete financial statements can be condensed or omitted. However, except as disclosed herein, there has been no material change in the information disclosed in the notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Form 10-K”). Revenues, expenses, assets, liabilities, and equities can vary during each quarter of the year. Therefore, the results and trends in these condensed consolidated financial statements may not be representative of those for the full year. In our opinion, all adjustments necessary for a fair statement of the condensed consolidated financial statements, which are of a normal and recurring nature, have been made for the interim periods reported. The information included in the condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our 2023 Form 10-K. Certain amounts in the condensed consolidated financial statements and accompanying notes may not add up due to rounding, and all percentages have been calculated using unrounded amounts.
New accounting standards	B.New accounting standards Adoption of new accounting standards New accounting standards or accounting standards updates were assessed and determined to be either not applicable or did not have a material impact on our condensed consolidated financial statements or processes. Accounting standards issued but not yet adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve disclosure requirements about reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. This ASU requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280. Additionally, this ASU requires disclosures of significant segment expenses provided to the Chief Operating Decision Maker ("CODM") and included in reported measures of segment profit and loss. Disclosure of the title and position of the CODM is required. This ASU requires interim and annual disclosures about a reportable segment's profit or loss and assets. Furthermore, this ASU requires disclosure of other segment items by reportable segment including a description of its composition. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. The disclosures will be implemented as required for the year-ended December 31, 2024. We are currently evaluating the impact of adopting this ASU to our notes to the consolidated financial statements and processes. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to improve the transparency of income tax disclosures by amending the required rate reconciliation disclosures as well as requiring disclosure of income taxes paid disaggregated by jurisdiction. As amended, the rate reconciliation disclosure will be required to be presented in both percentages and reporting currency amounts, with consistent categories and greater disaggregation of information. This ASU also includes amendments intended to improve the effectiveness of income tax disclosures and eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. This ASU is effective for fiscal years beginning after December 15, 2024 and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU to our notes to the consolidated financial statements and processes. In November 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU to our notes to the consolidated financial statements and processes. Other recently issued accounting standards not yet adopted by us are not expected, upon adoption, to have a material impact on our condensed consolidated financial statements.
Estimates and assumptions	C.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, liabilities, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in our consolidated financial statements relate to accrued expenses and the fair value of stock-based compensation and warrants. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.
Reclassification of prior year presentation	E.Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. Adjustments have been made to the condensed consolidated balance sheets to reclassify the presentation of (i) clinical trial accrued liabilities of $3.0 million from accrued expenses and other current liabilities to clinical trial accrued liabilities (ii) related party payable of $0.8 million from accrued expenses and other current liabilities to related party payable. These reclassifications had no effect on the reported total current liabilities in the condensed consolidated balance sheets.

Warrant liabilities (Details) $ in Thousands	9 Months Ended
Warrant liabilities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Warrant liabilities
As of beginning balance	$ 658
Fair value changes	(94)
As of ending balance	$ 564

Fair value of financial instruments

9 Months Ended

Sep. 30, 2024

Fair value of financial instruments

Fair value of financial instruments

11.Fair value of financial instruments

Fair value is a market-based measurement, not an entity specific measurement and 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.” Fair value measurements are defined on a three-level hierarchy:

Level 1:

Unadjusted quoted prices for identical assets or liabilities in active markets;

Level 2:

Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, whether directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Unobservable inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The following table sets forth our financial assets and liabilities, subject to fair value measurements on a recurring basis, by level within the fair value hierarchy (in thousands):


	As of September 30, 2024								As of December 31, 2023
Description	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	564	$	—	$	564	$	—	$	658	$	—	$	658	$	—
Total	$	564	$	—	$	564	$	—	$	658	$	—	$	658	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Stock-based compensation - Award plans and inducement grants (Details) - shares	Sep. 30, 2024	Dec. 31, 2023
Stock-based compensation
Stock options	4,700	4,700
RSUs	170,059	141,361
Remaining shares of common stock available for future issuance	397,388
2022 Plan
Stock-based compensation
Remaining shares of common stock available for future issuance	393,222
2021 Inducement Plan
Stock-based compensation
Remaining shares of common stock available for future issuance	4,166
Employee Stock Option
Stock-based compensation
Stock options	4,700
Employee Stock Option \| 2019 Plan
Stock-based compensation
Stock options	1,575
Employee Stock Option \| 2022 Plan
Stock-based compensation
Stock options	3,125
Restricted stock units
Stock-based compensation
RSUs	170,059
Restricted stock units \| 2022 Plan
Stock-based compensation
RSUs	170,059

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Stockholders' equity

9 Months Ended

Sep. 30, 2024

Stockholders' equity

Stockholders' equity

7.Stockholders’ equity

The Offering

Securities purchase agreements

In June 2024, we entered into and closed on two securities purchase agreements (the “Offering”) with an institutional investor and Dong-A, and received aggregate gross proceeds of $20.0 million, of which $10.0 million was received from Dong-A. The Offering was comprised of (i) 3,307,889 shares of common stock at a purchase price of $3.93 per share, (ii) pre-funded warrants to purchase up to 1,781,171 shares of common (the “Pre-Funded Warrants”) at a purchase price of $3.929 per warrant, (iii) Series A warrants to purchase 5,089,060 shares of common stock (the “Series A Warrants”), and (iv) Series B warrants to purchase up to 7,633,591 shares of common stock (the “Series B Warrants”). Collectively, the Series A Warrants and the Series B Warrants are referred to as “PIPE Common Warrants.” Of the total shares of common stock issued in the Offering, 763,359 shares were sold to an institutional investor pursuant to our effective shelf registration statement on Form S-3 (Registration No. 333-278646), initially filed with and declared effective by the SEC in April 2024, and a prospectus supplement filed with the SEC in June 2024.

The Pre-Funded Warrants have an exercise price of $0.001 per share and are immediately exercisable and will expire when exercised in full and the PIPE Common Warrants have an exercise price of $3.93 per share and are exercisable as of September 18, 2024, which is the effective date of the stockholder approval received at the Special Meeting of Stockholders for the issuance of the shares upon exercise of the warrants (the “Stockholder Approval Date”).

The Series A Warrants will expire on the earlier of the twelve month anniversary of the Stockholder Approval Date and within 60 days following the public announcement of the Company receiving positive Phase 1 multiple ascending dose (“MAD”) data readout for DA-1726, and the Series B Warrants will expire on the earlier of the five-year anniversary of the Stockholder Approval Date and within nine months following the public announcement of the Company receiving positive Phase 1 Part 3 data readout for DA-1726. Based on the terms of the PIPE Common Warrants, we have concluded that the accounting classification of the PIPE Common Warrants is to be stockholders’ equity

Under the terms of the Pre-Funded Warrants and the PIPE Common Warrants issued to the institutional investor, we may not affect the exercise of any such Pre-Funded Warrants or PIPE Common Warrants, and the holder will not be entitled to exercise any portion of any Pre-Funded Warrants or PIPE Common Warrants, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s or any of the holder’s affiliates) would exceed 9.99% (in the case of the Pre-Funded Warrants) or 4.99% (in the case of the PIPE Common Warrants) of the number of shares of the Company’s outstanding common stock immediately after giving effect to the exercise (the “Beneficial Ownership Limitation”), as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the SEC. A holder of the Pre-Funded Warrants or PIPE Common Warrants that were issued to the institutional investor may increase or decrease the Beneficial Ownership Limitation to a higher or lower percentage (not to exceed 9.99%), effective 61 days after written notice to us. Any such increase or decrease will apply only to that holder and not to any other holder of the Pre-Funded Warrants or PIPE Common Warrants.

Placement agent

We paid to the placement agent a cash fee equal to 7.0% of the gross proceeds of the Offering received from a certain institutional investor and $0.1 million for non-accountable expenses and clearing costs. In addition, we issued warrants to the placement agent’s designees (“Placement Agent Warrants”) to purchase up to 127,227 shares of common stock (which represents 5% of the sum of the shares of common stock and Pre-Funded Warrants sold to the institutional investor in the Offering) at an exercise price of $4.9125 per share (which represents a premium of 25% of the offering price per share of common stock in the Offering). The Placement Agent Warrants will be exercisable beginning on the effective date of the Stockholder Approval Date and will expire on the earlier of (i) two years after the date that the shares of common stock

underlying the Placement Agent Warrants are registered pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended, which occurred on July 24, 2024, and (ii) June 23, 2029. The grant date fair value of the Placement Agent Warrants was $0.3 million, which represents a non-cash issuance cost. The weighted average grant date fair value per share of these Placement Agent Warrants was $2.73, which was determined using the Black-Scholes option pricing model Based on the terms of the Placement Agreement Warrants, we have concluded that the accounting classification of the Placement Agent Warrants is stockholders’ equity in the accompanying condensed consolidated balance sheets.

Upon the exercise for cash of any PIPE Common Warrants issued to a certain institutional investor, we shall pay the placement agent (i) a cash fee of 7.0% of the aggregate gross exercise price paid in cash with respect thereto and (ii) a non-cash fee in the form of additional warrants to purchase the number of shares of common stock equal to 5.0% of the aggregate number of such shares of common stock underlying such warrants. The cash fee payable to the placement agent for any PIPE Common Warrants exercised by the institutional investor is accounted for as a contingent commitment and will be recorded as an offset to any gross proceeds received from any future exercises of PIPE Common Warrants by the institutional investor. The non-cash fee payable to the placement agent for any PIPE Common Warrants exercised by the institutional investor is accounted for as contingent warrants (“Placement Agent Contingent Warrants”) to purchase up to 318,067 shares of common stock, which is subject to performance criteria of the institutional investor regarding any exercise for cash of any PIPE Common Warrants with an assumed grant date of the Offering closing date, and an exercise price of $4.9125 per share. The weighted average grant date fair value per share of these Placement Agent Contingent Warrants was $3.43, which was determined using the Black-Scholes option pricing model. Based on the terms of the placement agent engagement letter, we have concluded that the accounting classification of the Placement Agent Contingent Warrants is to be stockholders’ equity. On each balance sheet reporting date, we will need to assess whether it is probable for us to issue warrants to the placement agent based on whether it is probable for any PIPE Common Warrants to be exercised by the institutional investor. As of September 30, 2024, we determined that the issuance of additional warrants to the placement agent is not yet probable; accordingly, the Placement Agent Contingent Warrants had no impact on the condensed consolidated balance sheets.

Warrants

The following tables summarize our outstanding warrants:


	Shares of Common Stock Issuable
	for Outstanding Warrants
	As of		Exercise		Expiration
Warrant Issuance	September 30, 2024	December 31, 2023	Price		Date
July 2018 ⁽¹⁾	6	6	$	44,820.0000	July 2028
April 2020 ⁽¹⁾	159	159	$	3,000.0000	April 2025
January 2021 ⁽¹⁾	10,421	10,421	$	1,447.2000	July 2026
October 2021 ⁽¹⁾	15,390	15,390	$	900.0000	April 2025
November 2022 Series B ⁽²⁾	177,938	177,938	$	0.0000	December 2027
June 2024 Placement Agent⁽³⁾	127,227	—	$	4.9125	July 2026
June 2024 Pre-Funded ⁽⁴⁾	1,430,000	—	$	0.0010	no expiration date
June 2024 Series A ⁽⁵⁾	5,089,060	—	$	3.9300	September 2025 (latest date)
June 2024 Series B ⁽⁶⁾	7,633,591	—	$	3.9300	September 2029 (latest date)
Total	14,483,792	203,914

(1)

The number of outstanding and exercisable warrants was adjusted for the impact of each of the common stock reverse stock splits completed in 2023 and 2022. Accordingly, the number of outstanding warrants is equal to the number of shares of common stock issuable for outstanding warrants.

(2)

The number of outstanding and exercisable warrants was not impacted by the 2023 Reverse Stock Split. Accordingly, the number of outstanding warrants is equal to eight times the number of shares of common stock issuable for outstanding warrants. Additionally, during the nine months ended September 30, 2023, 807,541 shares of our common stock were issued upon the exercise of 6,460,333 Series B warrants.

(3)

These warrants are exercisable at any time from the Stockholder Approval Date and expire two years after a resale registration statement covering the shares of common stock issuable upon the exercise of the warrants hereunder becomes effective with the SEC. In July 2024, a resale registration statement was filed with the SEC and became effective.

(4)

These warrants are exercisable immediately upon their issuance in June 2024 and are considered to be perpetual warrants without any expiration date.

(5)

These warrants are exercisable at any time from the Stockholder Approval Date and expire on the earlier of (i) the twelve months anniversary of the Stockholder Approval Date, and (ii) the 60th day following the date on which the Company publicly announce the receiving of positive Phase 1 MAD data readout for DA-1726.

(6)These warrants are exercisable at any time from the Stockholder Approval Date and expire on the earlier of (i) the five-year anniversary of the Stockholder Approval Date and (ii) the six months anniversary following the date on which the Company publicly announce the receiving of positive Phase 1, Part 3 data readout for DA-1726.

During the three months ended September 30, 2024, 351,171 Pre-Funded Warrants issued in June 2024 were exercised for an equivalent number of shares of our common stock. Additionally, during the nine months ended September 30, 2023, 6,345,333 Series A warrants issued in November 2022 were exercised for 793,167 shares of our common stock. Furthermore, as of December 31, 2023, all Series A warrants issued in November 2022 were fully exercised for shares of our common stock.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Business, basis of presentation, new accounting standards and summary of significant accounting policies (Details) $ in Thousands	1 Months Ended		3 Months Ended						9 Months Ended
	Dec. 31, 2023 USD ($) shares	Jun. 30, 2023	Sep. 30, 2024 USD ($) shares	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)
Sale of Stock
Reverse stock split, ratio	0.13	0.13
Common stock, shares authorized \| shares	100,000,000		100,000,000						100,000,000
Cash	$ 22,435		$ 21,669						$ 21,669
Accumulated deficit	108,265		130,684						130,684
Net loss			(5,652)	$ (10,053)	$ (6,714)	$ (3,818)	$ (734)	$ (2,604)	(22,419)	$ (7,156)
Net cash used in operating activities									19,282	$ 7,406
Clinical trial accrued liabilities	3,033		3,354						3,354
Accrued expenses and other current liabilities	$ 592		654						654
Minimum
Sale of Stock
Reverse stock split, ratio		0.20
Maximum
Sale of Stock
Reverse stock split, ratio		0.13
Reclassification adjustment
Sale of Stock
Clinical trial accrued liabilities			3,000						3,000
Accrued expenses and other current liabilities			$ 800						$ 800

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Stock-based compensation

Schedule of stock-based compensation expense

Stock-based compensation expense was included in general and administrative and research and development as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
General and administrative	$	103	$	172	$	273	$	111
Research and development		36		—		105		11
Total stock-based compensation	$	139	$	172	$	378	$	122

Schedule of outstanding awards issued pursuant to our stock-based award plans and inducement grants


			Remaining shares of
	Stock		common stock available
Plan Name	Options	RSUs	for future issuance
2019 Equity Incentive Plan (the “2019 Plan”)	1,575	—	—
2022 Plan	3,125	170,059	393,222
2021 Inducement Plan	—	—	4,166
Total	4,700	170,059	397,388

Schedule of the status of outstanding and exercisable options and related transactions

The following table summarizes the status of our outstanding and exercisable options and related transactions for the period presented (in thousands, except share and per share amounts):


	Outstanding						Exercisable
	Shares of					Weighted	Shares of					Weighted
	Common	Weighted				Average	Common	Weighted				Average
	Stock	Average		Aggregate		Remaining	Stock	Average		Aggregate		Remaining
	Issuable	Exercise		Intrinsic		Contractual	Issuable	Exercise		Intrinsic		Contractual
	for Options	Price		Value		Term (years)	for Options	Price		Value		Term (years)
As of January 1, 2024	4,700	$	398.30	$	—	8.6	4,577	$	391.04	$	—	8.6
Vested							104		747.38
As of September 30, 2024	4,700	$	398.30	$	—	7.8	4,681	$	398.93	$	—	7.8

Schedule of RSUs and related transactions

The following table summarizes the status of our RSUs and related transactions for the period presented (in thousands, except share and per share amounts):


	Outstanding					Vested and Deferred Release
	Shares of	Average				Shares of	Average
	Common Stock	Grant Date		Aggregate		Common Stock	Grant Date		Aggregate
	Issuable	Fair Value		Intrinsic		Issuable	Fair Value		Intrinsic
	for RSUs	Price		Value		for RSUs	Price		Value
As of January 1, 2024	141,361	$	4.55	$	523	5,469	$	4.02	$	20
Granted	83,899		5.41
Vested and Deferred Release						14,768		4.29
Vested and Released	(55,201)		4.68		207
As of September 30, 2024	170,059	$	4.93	$	539	20,237	$	4.21	$	64

Schedule of assumptions used in the Black Scholes option-pricing model


				Contingent			Stock
	Warrants Granted			Warrants Granted			Options Granted
	in June 2024			in June 2024			in March 2023
Weighted average fair value	$	2.73		$	3.43		$	3.63
Expected stock price volatility		140.0	%		127.0	%		82.9	%
Expected term (years)		2.1			5.7			5.0
Expected dividend yield		—	%		—	%		—	%
Risk-free interest rate		463	%		4.31	%		3.54	%

Prepaid expenses and other current assets

9 Months Ended

Sep. 30, 2024

Prepaid expenses and other current assets

Prepaid expenses and other current assets

2. Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following (in thousands):


	As of
	September 30, 2024		December 31, 2023
Insurance	$	159	$	—
Deposits		12		39
Other prepaid expenses		95		38
Total	$	266	$	77

Stock-based Compensation - Assumptions (Details) - $ / shares	1 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024
Placement agent warrants \| June 2024 Offering
Stock-based compensation
Weighted average fair value of warrants	$ 2.73	$ 2.73
Expected stock price volatility		140.00%
Expected term (years)		2 years 1 month 6 days
Risk free interest rate		463.00%
Placement agent contingent warrants \| June 2024 Offering
Stock-based compensation
Weighted average fair value of warrants	$ 3.43	$ 3.43
Expected stock price volatility		127.00%
Expected term (years)		5 years 8 months 12 days
Risk free interest rate		4.31%
Employee Stock Option
Stock-based compensation
Weighted average fair value		$ 3.63
Expected stock price volatility		82.90%
Expected term (years)		5 years
Risk free interest rate		3.54%

Warrant liabilities - Additional Information (Details) - November 2022 Series A and B $ / shares in Units, $ in Thousands	Nov. 30, 2022 USD ($) $ / shares shares
Warrant liabilities
Number of warrants per unit \| shares	8
Consideration received \| $	$ 0
Warrants exercise price \| $ / shares	$ 0

Stock-based Compensation - Stock Options (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Stock Options, Additional Disclosures
Outstanding, Number, Beginning Balance (in shares)	4,700
Outstanding, Number, Ending Balance (in shares)	4,700	4,700
Options Exercisable, Number, Beginning	4,577
Vested and exercisable (in shares)	104
Options Exercisable, Number, Ending	4,681	4,577
Outstanding, Weighted Average Exercise Price, Beginning Balance (in dollars per share)	$ 398.30
Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share)	398.30	$ 398.30
Options Exercisable, Exercise price, beginning (in dollars per share)	391.04
Vested and exercisable (in dollars per share)	747.38
Options Exercisable, Exercise price, ending (in dollars per share)	$ 398.93	$ 391.04
Options, Outstanding, Remaining Contractual Term	7 years 9 months 18 days	8 years 7 months 6 days
Options Exercisable, Remaining Contractual Term	7 years 9 months 18 days	8 years 7 months 6 days

Loss per share of common stock (Tables)

9 Months Ended

Sep. 30, 2024

Loss per share of common stock

Schedule of computation of basic and diluted loss per share of common stock

The following table sets forth the computation of basic and diluted loss per share of common stock (in thousands, except share and per share amounts):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(5,652)	$	(3,818)	$	(22,419)	$	(7,156)
Denominator:
Weighted average shares of common stock, basic		10,214,087		5,075,817		6,922,338		5,064,670
Effect of dilutive securities		—		—		—		—
Weighted average shares of common stock, diluted		10,214,087		5,075,817		6,922,338		5,064,670
Loss per share of common stock, basic and diluted	$	(0.55)	$	(0.75)	$	(3.24)	$	(1.41)

Schedule of outstanding securities which were not included in the calculation of diluted earnings per share of common stock


	As of September 30,
	2024	2023
Stock options	4,700	5,034
RSUs	149,822	138,899
Warrants	12,875,854	28,529

Warrant liabilities

9 Months Ended

Sep. 30, 2024

Warrant liabilities

Warrant liabilities

5. Warrant liabilities

Changes to our warrant liabilities are summarized as follows (in thousands):


	Total
As of January 1, 2024	$	658
Fair value changes		(94)
As of September 30, 2024	$	564

Our warrant liabilities relate to the 2022 Series A warrants and 2022 Series B warrants, which were issued in November 2022. These warrants are considered to be derivative instruments; accordingly, we recorded their estimated fair value as warrant liabilities. We estimated the fair value of these warrants using the trading market price of our common stock due to a cashless exercise provision of these warrants whereby eight warrants can be exercised for one share of common stock for no additional consideration, which results in an effective per warrant exercise price of zero.

Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid expenses and other current assets
Insurance	$ 159
Deposits	12	$ 39
Other prepaid expenses	95	38
Total	$ 266	$ 77

Fair value of financial instruments - Recurring basis (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair value of financial instruments
Warrant liabilities	$ 564	$ 658
Total	564	658
Level 2
Fair value of financial instruments
Warrant liabilities	564	658
Total	$ 564	$ 658

Prepaid expenses and other current assets (Tables)

9 Months Ended

Sep. 30, 2024

Prepaid expenses and other current assets

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following (in thousands):


	As of
	September 30, 2024		December 31, 2023
Insurance	$	159	$	—
Deposits		12		39
Other prepaid expenses		95		38
Total	$	266	$	77

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Condensed Consolidated Balance Sheets
Preferred stock, par value (in dollar per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollar per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	8,609,000	4,906,000
Common stock, shares outstanding	8,609,000	4,906,000

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 4,517	$ 2,292	$ 17,495	$ 5,293
General and administrative	1,742	1,601	5,729	4,926
Total operating expenses	6,259	3,893	23,224	10,219
Loss from operations	(6,259)	(3,893)	(23,224)	(10,219)
Other income (expense):
Change in fair value of warrant liabilities	297	(87)	94	2,901
Interest income	310	162	711	162
Total other income	607	75	805	3,063
Loss before income taxes	(5,652)	(3,818)	(22,419)	(7,156)
Provision for income taxes	0	0	0	0
Net loss	(5,652)	(3,818)	(22,419)	(7,156)
Comprehensive net loss	$ (5,652)	$ (3,818)	$ (22,419)	$ (7,156)
Loss per share:
Loss per share of common stock, basic (in dollars per share)	$ (0.55)	$ (0.75)	$ (3.24)	$ (1.41)
Loss per share of common stock, diluted (in dollars per share)	$ (0.55)	$ (0.75)	$ (3.24)	$ (1.41)
Weighted average shares of common stock outstanding:
Basic (in shares)	10,214,087	5,075,817	6,922,338	5,064,670
Diluted (in shares)	10,214,087	5,075,817	6,922,338	5,064,670

Loss per share of common stock - Antidilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Employee Stock Option
Loss per share of common stock
Outstanding securities not included in the calculation of diluted earnings per share of common stock (in shares)	4,700	5,034	4,700	5,034
RSUs
Loss per share of common stock
Outstanding securities not included in the calculation of diluted earnings per share of common stock (in shares)	149,822	138,899	149,822	138,899
Warrants
Loss per share of common stock
Outstanding securities not included in the calculation of diluted earnings per share of common stock (in shares)	12,875,854	28,529	12,875,854	28,529

Property and equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property and equipment, net
Office equipment	$ 88		$ 88		$ 80
Less accumulated depreciation	(49)		(49)		(34)
Property and equipment, net	39		39		$ 46
Depreciation	$ 5	$ 1	$ 15	$ 2

Stockholders' equity - June 2024 registered direct offering and private placement (Details) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended
	Jun. 30, 2024 USD ($) security $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares
Consideration received \| $		$ 19,998
Series A warrant
Shares of common stock issuable for Issued and outstanding warrants		793,167
Series B warrants
Shares of common stock issuable for Issued and outstanding warrants		807,541
June 2024 Offering
Number of Securities \| security	2
Shares issued (in shares)	3,307,889
Offering shares (Per share) \| $ / shares	$ 3.93
Consideration received \| $	$ 20,000
Percentage of placement agent fee	7.00%
Non-accountable expenses and clearing costs \| $	$ 100
Percentage of common stock sold	5.00%
June 2024 Offering \| Pre-Funded Warrants
Offering shares (Per share) \| $ / shares	$ 3.929
Shares of common stock issuable for Issued and outstanding warrants	1,781,171
Exercise Price \| $ / shares	$ 0.001
Maximum percentage of outstanding common stock	9.99%	9.99%
Number of days written notice	61 days
June 2024 Offering \| Series A warrant
Shares of common stock issuable for Issued and outstanding warrants	5,089,060
Expired terms	12 months
Threshold period following the public announcement of receiving positive phase 1 multiple ascending dose data for expiry of warrants	60 days
June 2024 Offering \| Series B warrants
Shares of common stock issuable for Issued and outstanding warrants	7,633,591
Expired terms	5 years
Threshold period following the public announcement of receiving positive phase 1 multiple ascending dose data for expiry of warrants	9 months
June 2024 Offering \| PIPE common warrants
Shares issued (in shares)	763,359
Exercise Price \| $ / shares	$ 3.93
Maximum percentage of outstanding common stock	4.99%
June 2024 Offering \| Placement agent warrants
Shares of common stock issuable for Issued and outstanding warrants	127,227
Exercise Price \| $ / shares	$ 4.9125
Premium of offering price per share (as a percent)	25.00%
Terminate of common stock	2 years
Non-cash issuance cost \| $	$ 300
Weighted average fair value of warrants \| $ / shares	$ 2.73	$ 2.73
June 2024 Offering \| Placement Agent Contingent Warrants
Shares of common stock issuable for Issued and outstanding warrants	318,067
Exercise Price \| $ / shares	$ 4.9125
Weighted average fair value of warrants \| $ / shares	$ 3.43	$ 3.43
June 2024 Offering \| Dong-A
Consideration received \| $	$ 10,000

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 04, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-37809
Entity Registrant Name	NeuroBo Pharmaceuticals, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-2389984
Entity Address, Address Line One	545 Concord Avenue, Suite 210
Entity Address, City or Town	Cambridge,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02138
City Area Code	857
Local Phone Number	702-9600
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	NRBO
Security Exchange Name	NASDAQ
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 Common Stock, Shares Outstanding		8,616,010
Entity Central Index Key	0001638287
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
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

Income taxes

9 Months Ended

Sep. 30, 2024

Income taxes

Income taxes

9.Income taxes

We do not expect to pay any significant federal or state income taxes as a result of (i) the losses recorded during the nine months ended September 30, 2024, (ii) additional losses expected for the remainder of 2024, or (iii) net operating loss carry forwards from prior years.

We recorded a full valuation allowance of the net operating losses for the three and nine months ended September 30, 2024 and 2023. Accordingly, there were no benefits for income taxes recorded for the three and nine months ended September 30, 2024 and 2023. Additionally, as of September 30, 2024 and December 31, 2023, we maintain a full valuation allowance for all deferred tax assets.

- Definition

The entire disclosure for income tax.

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+ Details

Property and equipment, net (Tables)

9 Months Ended

Sep. 30, 2024

Property and equipment, net

Schedule of property and equipment, net

Property and equipment, net consist of the following (in thousands):

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating activities
Net loss	$ (5,652)	$ (3,818)	$ (22,419)	$ (7,156)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			378	122
Non-cash lease expense			4	5
Depreciation	5	1	15	2
Change in fair value of warrant liabilities	(297)	87	(94)	(2,901)
Change in operating assets and liabilities:
Prepaid expenses and other assets			(191)	(161)
Accounts payable			22	1,273
Accrued and other liabilities			3,003	1,410
Net cash used in operating activities			(19,282)	(7,406)
Investing activities
Purchases of property and equipment			(8)	(41)
Net cash used in investing activities			(8)	(41)
Financing activities
Proceeds from the issuance of common stock and warrants under the securities purchase agreements			19,998
Payments of issuance costs in connection with the securities purchase agreements			(1,474)	(80)
Net cash provided by (used in) financing activities			18,524	(80)
Net decrease in cash			(766)	(7,527)
Cash at beginning of period			22,435	33,364
Cash at end of period	21,669	$ 25,837	21,669	25,837
Supplemental non-cash investing and financing transactions:
Unpaid issuance costs			176
Value of shares of common stock withheld for withholding taxes related to issuance of shares of common stock for vested restricted stock units			$ 41
Right-of-use assets obtained in exchange for new operating lease liabilities				223
Reclassification of warrant liabilities upon exercise of warrants	$ 1			$ 6,833

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income taxes
Provision for income taxes	$ 0	$ 0	$ 0	$ 0

- Definition

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

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+ Details

Related parties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Related parties (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transactions
Research and development	$ 4,517	$ 2,292	$ 17,495	$ 5,293
Other Liability, Current, Related Party [Extensible Enumeration]	us-gaap:RelatedPartyMember		us-gaap:RelatedPartyMember		us-gaap:RelatedPartyMember
Other Liability, Current, Related Party, Name [Extensible Enumeration]	nrbo:DongStMember		nrbo:DongStMember		nrbo:DongStMember
Related party payable	$ 3,450		$ 3,450		$ 789
Shared Services Agreement
Related Party Transactions
Research and development	$ 700	$ 400	$ 4,300	$ 2,200

Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued expenses and other current liabilities
Employee related costs	$ 600	$ 118
Professional service fees	39	308
Other	15	166
Total	$ 654	$ 592

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 21,669	$ 22,435
Prepaid expenses and other current assets	266	77
Total current assets	21,935	22,512
Property and equipment, net	39	46
Right-of-use asset	151	202
Other assets	21	21
Total assets	22,146	22,781
Current liabilities:
Accounts payable	1,017	821
Clinical trial accrued liabilities	3,354	3,033
Accrued expenses and other current liabilities	654	592
Warrant liabilities	564	658
Related party payable	$ 3,450	$ 789
Other Liability, Current, Related Party [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Lease liability, short-term	$ 75	$ 67
Total current liabilities	9,114	5,960
Lease liability, long-term	79	136
Total liabilities	9,193	6,096
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.001 par value per share; 10,000 shares authorized as of September 30, 2024 and December 31, 2023; no shares issued or outstanding as of September 30, 2024 and December 31, 2023
Common stock, $0.001 par value per share, 100,000 shares authorized as of September 30, 2024 and December 31, 2023; 8,609 and 4,906 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	9	5
Additional paid-in capital	143,628	124,945
Accumulated deficit	(130,684)	(108,265)
Total stockholders' equity	12,953	16,685
Total liabilities and stockholders' equity	$ 22,146	$ 22,781

Stock based compensation RSU (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Stock-based compensation
RSU's Fair value, Beginning balance (in shares) \| shares	141,361
RSU's, Number grants (in shares) \| shares	83,899
RSU's, Number Vested and Released (in shares) \| shares	(55,201)
RSU's Fair value, Ending balance (in shares) \| shares	170,059
RSU's Fair value, Opening balance (per share) \| $ / shares	$ 4.55
RSU's Fair value, grants in period (per share) \| $ / shares	5.41
RSU's Fair value, vested in period (per share) \| $ / shares	4.68
RSU's Fair value, Ending balance (per share) \| $ / shares	$ 4.93
Intrinsic value, opening balance \| $	$ 523
Intrinsic value vested \| $	207
Intrinsic value, ending balance \| $	$ 539
RSU's Vested and Deferred Release, Beginning balance (in shares) \| shares	5,469
RSUs, Vested and Deferred Release (in shares) \| shares	14,768
RSU's Vested and Deferred Release, Ending balance (in shares) \| shares	20,237
RSU's Vested Fair value, Opening balance (per share) \| $ / shares	$ 4.02
RSUs, Vested and Deferred Release (per share) \| $ / shares	4.29
RSU's Vested Fair value, Ending balance (per share) \| $ / shares	$ 4.21
Vested intrinsic value, beginning balance \| $	$ 20
Vested intrinsic value, ending balance \| $	$ 64

Stockholders equity - Warrants (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Warrants
Number of Warrants	14,483,792	203,914
Warrants Exercise Price 44,820.00
Warrants
Number of Warrants	6	6
Exercise Price	$ 44,820.0000
Warrants Exercise Price 3,000.00
Warrants
Number of Warrants	159	159
Exercise Price	$ 3,000.0000
Warrants Exercise Price 1,447.20
Warrants
Number of Warrants	10,421	10,421
Exercise Price	$ 1,447.2000
Warrants Exercise Price 900.00
Warrants
Number of Warrants	15,390	15,390
Exercise Price	$ 900.0000
November 2022 Series B
Warrants
Number of Warrants	177,938	177,938
Exercise Price	$ 0.0000
June 2024 Placement Agent
Warrants
Number of Warrants	127,227
Exercise Price	$ 4.9125
June 2024 Pre-funded
Warrants
Number of Warrants	1,430,000
Exercise Price	$ 0.0010
June 2024 Series A
Warrants
Number of Warrants	5,089,060
Exercise Price	$ 3.9300
June 2024 Series B
Warrants
Number of Warrants	7,633,591
Exercise Price	$ 3.9300

Loss per share of common stock - Computation of basic and diluted loss per share of common stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Loss per share of common stock
Net loss	$ (5,652)	$ (10,053)	$ (6,714)	$ (3,818)	$ (734)	$ (2,604)	$ (22,419)	$ (7,156)
Weighted average shares of common stock, basic (in shares)	10,214,087			5,075,817			6,922,338	5,064,670
Weighted average shares of common stock, diluted (in shares)	10,214,087			5,075,817			6,922,338	5,064,670
Loss per share of common stock, basic (in dollars per share)	$ (0.55)			$ (0.75)			$ (3.24)	$ (1.41)
Loss per share of common stock, diluted (in dollars per share)	$ (0.55)			$ (0.75)			$ (3.24)	$ (1.41)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Related party

9 Months Ended

Sep. 30, 2024

Related party

Related party

6.Related party

We entered into a license agreement with Dong-A ST Co., Ltd. (“Dong-A”) pursuant to which we received an exclusive global license (except for the territory of the Republic of Korea) for two proprietary compounds for specified indications (the “2022 License Agreement”) upon meeting certain financing milestones. The 2022 License Agreement covers the rights to DA-1241 for treatment of MASH and DA-1726 for treatment of obesity and MASH. The 2022 License Agreement also provides that we may develop DA-1241 for the treatment of type 2 diabetes mellitus.

In connection with the 2022 License Agreement, we entered into a shared services agreement with Dong-A (the “Shared Services Agreement”), relating to DA-1241 and DA-1726, pursuant to which Dong-A may provide technical support, preclinical development, and clinical trial support services on terms and conditions acceptable to both parties. In addition, the Shared Services Agreement provides that Dong-A will manufacture all of our clinical requirements of DA-1241 and DA-1726 under the terms provided in the Shared Services Agreement.

We incurred R&D expenses of $0.7 million and $4.3 million for the three and nine months ended September 30, 2024, respectively, and $0.4 million and $2.2 million for the three and nine months ended September 30, 2023, respectively, under the Shared Services Agreement, which are included in operating expenses: research and development in the accompanying condensed consolidated statements of operations. The aggregate amount payable to Dong-A is $3.5 million and $0.8 million as of September 30, 2024 and December 31, 2023, respectively, under the Shared Services Agreement, which are included in related party payable in the accompanying condensed consolidated balance sheets.

For additional information on the 2022 License Agreement, the Shared Service Agreement and other agreements with Dong-A, refer to “Note 5. Related party” in the audited consolidated financial statements and notes thereto for the year ended December 31, 2023, which is included in our 2023 Form 10-K.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders equity (Tables)

9 Months Ended

Sep. 30, 2024

Stockholders' equity

Schedule of outstanding warrants


	Shares of Common Stock Issuable
	for Outstanding Warrants
	As of		Exercise		Expiration
Warrant Issuance	September 30, 2024	December 31, 2023	Price		Date
July 2018 ⁽¹⁾	6	6	$	44,820.0000	July 2028
April 2020 ⁽¹⁾	159	159	$	3,000.0000	April 2025
January 2021 ⁽¹⁾	10,421	10,421	$	1,447.2000	July 2026
October 2021 ⁽¹⁾	15,390	15,390	$	900.0000	April 2025
November 2022 Series B ⁽²⁾	177,938	177,938	$	0.0000	December 2027
June 2024 Placement Agent⁽³⁾	127,227	—	$	4.9125	July 2026
June 2024 Pre-Funded ⁽⁴⁾	1,430,000	—	$	0.0010	no expiration date
June 2024 Series A ⁽⁵⁾	5,089,060	—	$	3.9300	September 2025 (latest date)
June 2024 Series B ⁽⁶⁾	7,633,591	—	$	3.9300	September 2029 (latest date)
Total	14,483,792	203,914

(1)

(2)

(3)

(4)

These warrants are exercisable immediately upon their issuance in June 2024 and are considered to be perpetual warrants without any expiration date.

(5)

Stockholders equity - Warrants - Narrative (Details)	3 Months Ended	9 Months Ended
Stockholders equity - Warrants - Narrative (Details)	Sep. 30, 2024 shares	Sep. 30, 2024 shares
Number of warrants exchanged		8
Warrants term	2 years	2 years
Series B Warrant
Number of warrants exchanged		6,460,333
Warrants to purchase shares of common stock	807,541	807,541
June 2024 Series A
Expired terms		12 months
Threshold period following the public announcement of receiving positive phase 1 multiple ascending dose data for expiry of warrants		60 days
June 2024 Series B
Expired terms		5 years
Threshold period following the public announcement of receiving positive phase 1 multiple ascending dose data for expiry of warrants		6 months
Series A warrant
Number of warrants exchanged		6,345,333
Warrants to purchase shares of common stock	793,167	793,167
Pre-Funded Warrants
Pre-Funded warrants issued	351,171

Stock-based Compensation - Expense, Stock-based award plans (Details) - USD ($) $ in Thousands, shares in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Number of Options
Stock-based compensation		$ 139	$ 172	$ 378	$ 122
2022 Plan
Number of Options
Period of automatic increase in shares reserved	8 years
Percentage of the common shares outstanding (as a percent)	10.00%
Number of shares authorized	1
2022 Plan \| Maximum
Number of Options
Number of shares authorized	15
Stock Plan 2019, 2022 And Inducement Plan
Number of Options
Unrecognized share-based compensation cost		800		$ 800
Unrecognized share-based compensation - Weighted average period				1 year 8 months 12 days
General and administrative
Number of Options
Stock-based compensation		103	$ 172	$ 273	111
Research and development
Number of Options
Stock-based compensation		$ 36		$ 105	$ 11

Business, basis of presentation, new accounting standards and summary of significant accounting policies

9 Months Ended

Sep. 30, 2024

Business, basis of presentation, new accounting standards and summary of significant accounting policies

Business, basis of presentation, new accounting standards and summary of significant accounting policies

1.Business, basis of presentation, new accounting standards and summary of significant accounting policies

General

NeuroBo Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and its subsidiaries are referred to collectively in these notes to the condensed consolidated financial statements of the Company as “NeuroBo,” “we,” “our” and “us.” We are a clinical-stage biotechnology company focused primarily on developing and commercializing novel pharmaceuticals to treat cardiometabolic diseases. NeuroBo has two programs currently focused on treatment of metabolic dysfunction-associated steatohepatitis (“MASH”) and obesity. MASH was formerly known as non-alcoholic steatohepatitis (“NASH”).

●

DA-1241 is a novel G-Protein-Coupled Receptor 119 (“GPR119”) agonist with development optionality as a standalone and/or combination therapy for both MASH and type 2 diabetes. Agonism of GPR119 in the gut promotes the release of key gut peptides, glucagon-like peptide 1 (“GLP-1”), glucagon-dependent insulinotropic polypeptide receptor, and peptide YY. These peptides play a further role in glucose metabolism, lipid metabolism and weight loss.

●

DA-1726 is a novel oxyntomodulin analogue functioning as a GLP-1 receptor (“GLP1R”) and glucagon receptor (“GCGR”) dual agonist for the treatment of obesity that is to be administered once weekly subcutaneously.

While we primarily focus our financial resources and management’s attention on the development of DA-1241 and DA-1726, we also have four legacy therapeutic programs designed to impact a range of indications in viral, neurodegenerative and cardiometabolic diseases which we have, or continue to consider for, out-licensing and divestiture opportunities. In July 2024, we entered into an exclusive out-license agreement with MThera Pharma Co., LTD. (“MThera”) to provide MThera with the rights to NB-01 for the treatment of painful diabetic neuropathy.

Our operations have consisted principally of performing research and development (“R&D”) activities, which includes preclinical developments and clinical trials, and raising capital. Our activities are subject to significant risks and uncertainties, including failing to secure additional funding before sustainable revenues and profit from operations are achieved.

Common stock reverse stock splits

In December 2023, we completed a one-for-eight reverse stock split of our common stock (the “2023 Reverse Stock Split”). As a result, every eight shares of our issued and outstanding common stock were combined, converted and changed into one share of our common stock. Any fraction of a share of our common stock that was created as a result of the 2023 Reverse Stock Split was rounded down to the next whole share and our stockholders received cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of our common stock as reported on the Nasdaq Capital Market LLC (“Nasdaq”) on the last trading day before the 2023 Reverse Stock Split. The 2023 Reverse Stock Split was initially approved by our stockholders at the annual meeting of stockholders in June 2023. At the annual meeting, the stockholders approved a proposal to amend our certificate of incorporation to affect a reverse split of our outstanding common stock at a ratio in the range of one-for-five to one-for-eight to be determined at the discretion of our Board of Directors (“Board”). Following the annual meeting, our Board approved a one-for-eight reverse stock split of our issued and outstanding shares of common stock.

The 2023 Reverse Stock Split did not impact the number of authorized shares of common stock of 100,000,000 shares. For the 2023 Reverse Stock Split, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, and warrants to purchase shares of our common stock, the number of shares issuable upon vesting of restricted stock units (“RSUs”) and the number of shares reserved for issuance pursuant to our equity incentive compensation plans. Specifically, for the Series A warrants and Series B warrants issued in November 2022 that were outstanding on the effective date of the 2023 Reverse Stock Split, the number of outstanding warrants did not change; instead, the warrants have an exchange ratio of eight warrants for one share of our

common stock.

In the accompanying condensed consolidated financial statements and these notes to the condensed consolidated financial statements, all historical numbers of shares of common stock and per share data have been adjusted to give effect to the 2023 Reverse Stock Split. Additionally, since the common stock par value was unchanged, historical amounts for common stock and additional paid-in capital have been adjusted to give effect to the 2023 Reverse Stock Split.

Going concern

The determination as to whether we can continue as a going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of our assets and the satisfaction of our liabilities in the normal course of business.

As reflected in the condensed consolidated financial statements, we had $21.7 million in cash as of September 30, 2024. We have experienced net losses and negative cash flows from operating activities since our inception and had an accumulated deficit of $130.7 million as of September 30, 2024. We have incurred a net loss of $22.4 million and net cash used in operating activities of $19.3 million for the nine months ended September 30, 2024. Due in large part to the ongoing Phase 2a clinical trial for DA-1241 and Phase 1 clinical trial for DA-1726, we expect to continue to incur net losses and negative cash flows from operating activities for the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern within one year from the issuance of these condensed consolidated financial statements.

We believe that our existing cash will be sufficient to fund our operations into the third quarter of 2025. We plan to continue to fund our operations from equity offerings, debt financings, or other sources, potentially including collaborations, out-licensing and other similar arrangements. There can be no assurance that we will be able to obtain any sources of financing on acceptable terms, or at all, or that the Series A Warrants will be exercised. To the extent that we can raise additional funds by issuing equity securities or in the event our existing warrants are exercised, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct our business. If we are unable to raise additional capital, we may slow down or stop our ongoing and planned clinical trials until such time as additional capital is raised and this may have a material adverse effect on us.

A.Basis of presentation

We prepared the condensed consolidated financial statements following the requirements of the United States (“U.S.”) Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the U.S. (“GAAP”) for complete financial statements can be condensed or omitted. However, except as disclosed herein, there has been no material change in the information disclosed in the notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Form 10-K”).

Revenues, expenses, assets, liabilities, and equities can vary during each quarter of the year. Therefore, the results and trends in these condensed consolidated financial statements may not be representative of those for the full year. In our opinion, all adjustments necessary for a fair statement of the condensed consolidated financial statements, which are of a normal and recurring nature, have been made for the interim periods reported. The information included in the condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our 2023 Form 10-K. Certain amounts in the condensed consolidated financial statements and accompanying notes may not add up due to rounding, and all percentages have been calculated using unrounded amounts.

B.New accounting standards

Adoption of new accounting standards

New accounting standards or accounting standards updates were assessed and determined to be either not applicable or did not have a material impact on our condensed consolidated financial statements or processes.

Accounting standards issued but not yet adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve disclosure requirements about reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. This ASU requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280. Additionally, this ASU requires disclosures of significant segment expenses provided to the Chief Operating Decision Maker ("CODM") and included in reported measures of segment profit and loss. Disclosure of the title and position of the CODM is required. This ASU requires interim and annual disclosures about a reportable segment's profit or loss and assets. Furthermore, this ASU requires disclosure of other segment items by reportable segment including a description of its composition. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. The disclosures will be implemented as required for the year-ended December 31, 2024. We are currently evaluating the impact of adopting this ASU to our notes to the consolidated financial statements and processes.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to improve the transparency of income tax disclosures by amending the required rate reconciliation disclosures as well as requiring disclosure of income taxes paid disaggregated by jurisdiction. As amended, the rate reconciliation disclosure will be required to be presented in both percentages and reporting currency amounts, with consistent categories and greater disaggregation of information. This ASU also includes amendments intended to improve the effectiveness of income tax disclosures and eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. This ASU is effective for fiscal years beginning after December 15, 2024 and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU to our notes to the consolidated financial statements and processes.

In November 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU to our notes to the consolidated financial statements and processes.

Other recently issued accounting standards not yet adopted by us are not expected, upon adoption, to have a material impact on our condensed consolidated financial statements.

C.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, liabilities, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in our consolidated financial statements relate to accrued expenses and the fair value of stock-based compensation and warrants. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.

D.Significant accounting policies

Our significant accounting policies are described in “Note 1. Business, basis of presentation, new accounting standards and summary of significant accounting policies” in the audited consolidated financial statements and notes thereto for the year ended December 31, 2023, which is included in our 2023 Form 10-K.

E.Reclassification of prior year presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. Adjustments have been made to the condensed consolidated balance sheets to reclassify the presentation of (i) clinical trial accrued liabilities of $3.0 million from accrued expenses and other current liabilities to clinical trial accrued liabilities (ii) related party payable of $0.8 million from accrued expenses and other current liabilities to related party payable. These reclassifications had no effect on the reported total current liabilities in the condensed consolidated balance sheets.

Warrant liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Warrant liabilities

Schedule of warrant liabilities

Changes to our warrant liabilities are summarized as follows (in thousands):


	Total
As of January 1, 2024	$	658
Fair value changes		(94)
As of September 30, 2024	$	564

- Definition

Tabular disclosure of the nature and terms of the financial instruments and the rights and obligations embodied in those instruments, information about settlement alternatives, if any, in the contract and identification of the entity that controls the settlement alternatives including: a. The amount that would be paid, or the number of shares that would be issued and their fair value, determined under the conditions specified in the contract if the settlement were to occur at the reporting date b. How changes in the fair value of the issuer's equity shares would affect those settlement amounts (for example, "the issuer is obligated to issue an additional x shares or pay an additional y dollars in cash for each $1 decrease in the fair value of one share") c. The maximum amount that the issuer could be required to pay to redeem the instrument by physical settlement, if applicable d. The maximum number of shares that could be required to be issued, if applicable e. That a contract does not limit the amount that the issuer could be required to pay or the number of shares that the issuer could be required to issue, if applicable f. For a forward contract or an option indexed to the issuer's equity shares, the forward price or option strike price, the number of issuer's shares to which the contract is indexed, and the settlement date or dates of the contract, as applicable. g. The components of the liability that would otherwise be related to shareholders' interest and other comprehensive income (if any) subject to the redemption feature (for example, par value and other paid in amounts of mandatorily redeemable instruments are disclosed separately from the amount of retained earnings or accumulated deficit).

+ References + Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (5,652)	$ (10,053)	$ (6,714)	$ (3,818)	$ (734)	$ (2,604)	$ (22,419)	$ (7,156)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Fair value of financial instruments (Tables)

9 Months Ended

Sep. 30, 2024

Fair value of financial instruments

Schedule of fair value of financial instruments measured on recurring basis

The following table sets forth our financial assets and liabilities, subject to fair value measurements on a recurring basis, by level within the fair value hierarchy (in thousands):


	As of September 30, 2024								As of December 31, 2023
Description	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	564	$	—	$	564	$	—	$	658	$	—	$	658	$	—
Total	$	564	$	—	$	564	$	—	$	658	$	—	$	658	$	—

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-in Capital Private Placement	Additional Paid-in Capital	Accumulated Deficit	Private Placement	Total
Balance at beginning of period at Dec. 31, 2022	$ 3		$ 117,542	$ (95,795)		$ 21,750
Balance at beginning of period (shares) at Dec. 31, 2022	3,179
Increase (Decrease) in Stockholders' Equity
Issuance of stock from exercise of warrants			1,436			1,436
Issuance of stock from exercise of warrants (in shares)	218
Stock-based compensation			(74)			(74)
Net loss				(2,604)		(2,604)
Balance at end of period at Mar. 31, 2023	$ 3		118,904	(98,399)		20,508
Balance at end of period (shares) at Mar. 31, 2023	3,397
Balance at beginning of period at Dec. 31, 2022	$ 3		117,542	(95,795)		21,750
Balance at beginning of period (shares) at Dec. 31, 2022	3,179
Increase (Decrease) in Stockholders' Equity
Issuance of stock from exercise of warrants						6,833
Net loss						(7,156)
Balance at end of period at Sep. 30, 2023	$ 5		124,501	(102,951)		21,550
Balance at end of period (shares) at Sep. 30, 2023	4,803
Balance at beginning of period at Mar. 31, 2023	$ 3		118,904	(98,399)		20,508
Balance at beginning of period (shares) at Mar. 31, 2023	3,397
Increase (Decrease) in Stockholders' Equity
Issuance of stock from exercise of warrants	$ (3)		5,401			5,398
Issuance of stock from exercise of warrants (in shares)	1,383
Stock-based compensation			24			24
Net loss				(734)		(734)
Balance at end of period at Jun. 30, 2023	$ 5		124,329	(99,133)		25,196
Balance at end of period (shares) at Jun. 30, 2023	4,780
Increase (Decrease) in Stockholders' Equity
Stock-based compensation			172			172
Issuance of stock for vested restricted stock units (in shares)	23
Net loss				(3,818)		(3,818)
Balance at end of period at Sep. 30, 2023	$ 5		124,501	(102,951)		21,550
Balance at end of period (shares) at Sep. 30, 2023	4,803
Balance at beginning of period at Dec. 31, 2023	$ 5		124,945	(108,265)		16,685
Balance at beginning of period (shares) at Dec. 31, 2023	4,906
Increase (Decrease) in Stockholders' Equity
Stock-based compensation			105			105
Net loss				(6,714)		(6,714)
Balance at end of period at Mar. 31, 2024	$ 5		125,050	(114,979)		10,076
Balance at end of period (shares) at Mar. 31, 2024	4,906
Balance at beginning of period at Dec. 31, 2023	$ 5		124,945	(108,265)		16,685
Balance at beginning of period (shares) at Dec. 31, 2023	4,906
Increase (Decrease) in Stockholders' Equity
Net loss						(22,419)
Balance at end of period at Sep. 30, 2024	$ 9		143,628	(130,684)		12,953
Balance at end of period (shares) at Sep. 30, 2024	8,609
Balance at beginning of period at Mar. 31, 2024	$ 5		125,050	(114,979)		10,076
Balance at beginning of period (shares) at Mar. 31, 2024	4,906
Increase (Decrease) in Stockholders' Equity
Stock-based compensation			134			134
Issuance of common stock and warrants under the securities purchase agreements, net of issuance costs	$ 3		18,473			18,476
Issuance of common stock and warrants under the securities purchase agreements, net of issuance costs (in shares)	3,308
Issuance of placement agent warrants		$ 309			$ 309
Issuance of stock for vested restricted stock units (in shares)	7
Net loss				(10,053)		(10,053)
Balance at end of period at Jun. 30, 2024	$ 8		143,966	(125,032)		18,942
Balance at end of period (shares) at Jun. 30, 2024	8,221
Increase (Decrease) in Stockholders' Equity
Issuance of stock from exercise of warrants	$ 1					1
Issuance of stock from exercise of warrants (in shares)	351
Stock-based compensation			139			139
Issuance costs in connection with the securities purchase agreements			(436)			(436)
Issuance of stock for vested restricted stock units, net of shares withheld for withholding taxes			(41)			(41)
Issuance of stock for vested restricted stock units, net of shares withheld for withholding taxes (in shares)	37
Net loss				(5,652)		(5,652)
Balance at end of period at Sep. 30, 2024	$ 9		$ 143,628	$ (130,684)		$ 12,953
Balance at end of period (shares) at Sep. 30, 2024	8,609

Property and equipment, net

9 Months Ended

Sep. 30, 2024

Property and equipment, net

Property and equipment, net

3. Property and equipment, net

Property and equipment, net consist of the following (in thousands):

We recorded depreciation expense of $5 thousand and $15 thousand for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2023, we recorded depreciation expense of $1 thousand and $2 thousand, respectively.

Loss per share of common stock

9 Months Ended

Sep. 30, 2024

Loss per share of common stock

Loss per share of common stock

10.Loss per share of common stock

The following table sets forth the computation of basic and diluted loss per share of common stock (in thousands, except share and per share amounts):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(5,652)	$	(3,818)	$	(22,419)	$	(7,156)
Denominator:
Weighted average shares of common stock, basic		10,214,087		5,075,817		6,922,338		5,064,670
Effect of dilutive securities		—		—		—		—
Weighted average shares of common stock, diluted		10,214,087		5,075,817		6,922,338		5,064,670
Loss per share of common stock, basic and diluted	$	(0.55)	$	(0.75)	$	(3.24)	$	(1.41)

For each of the periods presented in the above table, our basic weighted average shares of common stock include any outstanding (i) November 2022 Series A warrants and Series B warrants, (ii) June 2024 Pre-Funded Warrants and (iii) vested RSUs in which their release was deferred in accordance with the respective award agreement during the respective period.

Since we reported a net loss for the three and nine months ended September 30, 2024 and 2023, our potentially dilutive securities are deemed to be anti-dilutive, accordingly, there was no effect of dilutive securities. Therefore, our basic and diluted loss per share of common stock and our basic and diluted weighted average shares of common stock are the same for three and nine months ended September 30, 2024 and 2023.

The following table sets forth the potentially dilutive securities that were not included in the calculation of diluted earnings per share of common stock for the three and nine months ended September 30, 2024 and 2023:


	As of September 30,
	2024	2023
Stock options	4,700	5,034
RSUs	149,822	138,899
Warrants	12,875,854	28,529

Accrued expenses and other current liabilities

9 Months Ended

Sep. 30, 2024

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities

4. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	As of
	September 30, 2024		December 31, 2023
Employee related costs	$	600	$	118
Professional service fees		39		308
Other		15		166
Total	$	654	$	592