Document And Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
May 10, 2021 |
|
Document Information [Line Items] | ||
Entity Registrant Name | ATOSSA THERAPEUTICS, INC. | |
Entity Central Index Key | 0001488039 | |
Trading Symbol | atos | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 120,824,368 | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Title of 12(b) Security | Common Stock, $0.18 par value |
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- Details
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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 620 | 621 |
Preferred stock, outstanding (in shares) | 620 | 621 |
Common stock, par value (in dollars per share) | $ 0.18 | $ 0.18 |
Common stock, authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, issued (in shares) | 120,824,368 | 47,548,835 |
Common stock, outstanding (in shares) | 120,824,368 | 47,548,835 |
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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Operating expenses | ||
Research and development | $ 1,378,487 | $ 938,620 |
General and administrative | 2,152,241 | 1,998,389 |
Total operating expenses | 3,530,728 | 2,937,009 |
Operating loss | (3,530,728) | (2,937,009) |
Other expense | (7,341) | (10,411) |
Loss before income taxes | (3,538,069) | (2,947,420) |
Income taxes | ||
Net loss | $ (3,538,069) | $ (2,947,420) |
Loss per common share - basic and diluted (in dollars per share) | $ (0.04) | $ (0.32) |
Weighted average shares outstanding - basic and diluted (in shares) | 92,587,168 | 9,130,984 |
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- Definition The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or 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. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
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- References No definition available.
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- Definition Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
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Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) |
Cumulative Effect, Period of Adoption, Adjustment [Member]
Preferred Stock Additional Paid-in Capital [Member]
Series B Convertible Preferred Stock [Member]
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Cumulative Effect, Period of Adoption, Adjustment [Member]
Common Stock, Additional Paid-in Capital [Member]
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Cumulative Effect, Period of Adoption, Adjustment [Member]
Retained Earnings [Member]
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Cumulative Effect, Period of Adoption, Adjustment [Member] |
Conversion of Series B Convertible Preferred Stock into Common Stock [Member]
Preferred Stock [Member]
Series B Convertible Preferred Stock [Member]
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Conversion of Series B Convertible Preferred Stock into Common Stock [Member]
Preferred Stock Additional Paid-in Capital [Member]
Series B Convertible Preferred Stock [Member]
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Conversion of Series B Convertible Preferred Stock into Common Stock [Member]
Common Stock [Member]
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Conversion of Series B Convertible Preferred Stock into Common Stock [Member]
Common Stock, Additional Paid-in Capital [Member]
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Conversion of Series B Convertible Preferred Stock into Common Stock [Member]
Retained Earnings [Member]
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Conversion of Series B Convertible Preferred Stock into Common Stock [Member] |
Preferred Stock [Member]
Series B Convertible Preferred Stock [Member]
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Preferred Stock Additional Paid-in Capital [Member]
Series B Convertible Preferred Stock [Member]
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Common Stock [Member] |
Common Stock, Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance (in shares) at Dec. 31, 2019 | 671 | 9,130,984 | ||||||||||||||
Balance at Dec. 31, 2019 | $ 1 | $ 670,999 | $ 1,643,565 | $ 104,912,480 | $ (94,071,040) | $ 13,156,005 | ||||||||||
Compensation cost for stock options granted | 687,752 | 687,752 | ||||||||||||||
Net loss | (2,947,420) | (2,947,420) | ||||||||||||||
Balance (in shares) at Mar. 31, 2020 | 671 | 9,130,984 | ||||||||||||||
Balance at Mar. 31, 2020 | $ 1 | 670,999 | $ 1,643,565 | 105,600,232 | (97,018,460) | 10,896,337 | ||||||||||
Balance (in shares) at Dec. 31, 2020 | 621 | 47,548,835 | ||||||||||||||
Balance at Dec. 31, 2020 | $ 9,731,714 | $ 3,271,361 | $ 13,003,075 | $ 1 | 620,999 | $ 8,558,778 | 129,887,146 | (111,898,992) | 27,167,932 | |||||||
Compensation cost for stock options granted | 639,751 | 639,751 | ||||||||||||||
Net loss | (3,538,069) | (3,538,069) | ||||||||||||||
Issuance of common stock and warrants, net of issuance costs of $5,493,310 (in shares) | 41,211,100 | |||||||||||||||
Issuance of common stock and warrants, net of issuance costs of $5,493,310 | $ 7,417,998 | 62,250,410 | 69,668,408 | |||||||||||||
Issuance of common stock upon warrant exercise (in shares) | 32,064,148 | |||||||||||||||
Issuance of common stock upon warrant exercise | $ 5,771,547 | 26,988,755 | 32,760,302 | |||||||||||||
Conversion of convertible preferred stock to common stock (in shares) | (1) | 285 | ||||||||||||||
Conversion of Series B convertible preferred stock to common stock | $ (1,000) | $ 51 | $ 949 | |||||||||||||
Balance (in shares) at Mar. 31, 2021 | 620 | 120,824,368 | ||||||||||||||
Balance at Mar. 31, 2021 | $ 1 | $ 619,999 | $ 21,748,374 | $ 229,498,725 | $ (112,165,700) | $ 139,701,399 |
X | ||||||||||
- Definition Represents the value of common stock that has warrants associated with it, as well as the value of such warrants, during the period. No definition available.
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- Definition Represents the number of shares of common stock with warrants associated with it, together with the number of such warrants, issued during the period. No definition available.
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- Definition Number of stock issued for warrant exercised. No definition available.
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- Definition Value of stock issued for warrant exercised. No definition available.
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- Definition The number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Number of shares issued which are neither cancelled nor held in the treasury. No definition available.
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- Definition The gross value of stock issued during the period upon the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) |
3 Months Ended |
---|---|
Mar. 31, 2021
USD ($)
| |
Issuance costs | $ 5,493,310 |
X | ||||||||||
- Definition Represents the amount of issuance costs recognized in connection with the issuance of common stock associated with warrants (along with such warrants) during the period. No definition available.
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- Definition Represents the amount of increase (decrease) in research and development tax rebate receivable. No definition available.
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- Definition The cash inflow from the issuance of common stock net of stock issuance costs. No definition available.
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- Definition The amount of reclassification of warrant liability to equity during the period. No definition available.
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- References No definition available.
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- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The value of the financial instrument issued [noncash or part noncash] in the conversion of stock. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the aggregate amount of obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition Amount of increase (decrease) in current assets classified as other. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of increase (decrease) in current liabilities classified as other. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The cash inflow associated with the amount received from holders exercising their stock warrants. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of cash and cash equivalents restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of noncash expense for option under share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Details
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Note 1 - Nature of Operations |
3 Months Ended |
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Mar. 31, 2021 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | NOTE 1: NATURE OF OPERATIONSOn January 6, 2020, we changed our corporate name from Atossa Genetics Inc. to Atossa Therapeutics, Inc.Atossa Therapeutics, Inc. (the “Company”) was incorporated on April 30, 2009, in the State of Delaware. The Company was initially formed to develop and market medical devices, laboratory tests and therapeutics to address breast health conditions. The Company is currently focused on development of its pharmaceuticals for the treatment of the novel coronavirus ("COVID-19" ), breast cancer and other breast conditions. The Company's fiscal year ends on December 31. Impact of the Novel Coronavirus The continued spread of the COVID- 19 pandemic is affecting the United States and global economies and may affect the Company's operations and those of third parties on which the Company relies, including causing possible disruptions in the supply of the Company's Endoxifen, AT-H201, AT-301 and the conduct of current and future clinical trials. In addition, the COVID-19 pandemic may affect the operations of the U.S. FDA and other health authorities including similar entities/agencies in Sweden and Australia, which could result in delays in meetings, reviews and approvals. The evolving COVID-19 pandemic could also directly or indirectly impact the pace of enrollment in our clinical trials for at least the next several months and possibly longer as patients may avoid or may not be able to travel to healthcare facilities and physicians' offices except for a health emergency. Such facilities and offices may also be required to focus limited resources on non-clinical trial activities, including treatment of COVID-19 patients, and may not be available, in whole or in part, for clinical trial activities related to the Company's products under development. We have not experienced any delay in drug supply for our ongoing and planned clinical studies, including studies of Endoxifen, AT-301 and AT-H201. However, our Phase 2 clinical study of Endoxifen that was being conducted in Australia was enrolling slower than expected due in part to COVID-19 restrictions. Also, although we have not yet received regulatory approval to start our MBD Endoxifen study in Sweden, the study site we plan to use in Sweden has been negatively impacted by COVID-19 restrictions which must be lifted before we can begin our study there. We anticipate commencing the MBD Endoxifen study in Sweden soon after receiving all necessary regulatory approvals; subject to delays in enrollment due to COVID-19 disruptions, the duration and severity of which we cannot predict. Additionally, while the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company's ability to access capital, which could negatively impact the Company's short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, financing or clinical trial activities or on healthcare systems or the global economy as a whole. However, these effects could have a material adverse impact on the Company's liquidity, capital resources, operations, financial position and business and those of the third parties on which we rely. We will continue to monitor future enrollment in studies for potential restrictions on site visits, mammograms or the impositions of new restrictions on trials as a result of the COVID-19 pandemic.In response to the Coronavirus pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020. On March 11, 2021, President Biden signed an additional coronavirus relief package entitled the American Rescue Plan Act of 2021, which included, among other things, provisions relating to stimulus payments to some Americans, extension of several CARES Act relief programs, expansion of the child tax credit, funding for vaccinations and other COVID-19 related assistance programs. The CARES Act and the American Rescue Plan Act has not had a material impact on the Company; however, we will continue to examine the impacts that the CARES Act and the American Rescue Plan Act, as well as any future economic relief legislation, may have on our business. |
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- References No definition available.
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- Definition The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 2 - Liquidity and Capital Resources |
3 Months Ended |
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Mar. 31, 2021 | |
Notes to Financial Statements | |
Liquidity and Capital Resources [Text Block] | NOTE 2: LIQUIDITY AND CAPITAL RESOURCESThe Company has incurred net losses and negative operating cash flows since inception. For the three months ended March 31, 2021 $3,538,000 and used approximately $4,409,000 of cash in operating activities. As of March 31, 2021, the Company had approximately $137,574,000 in cash and cash equivalents and working capital of approximately $139,652,000. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and believes it will need to continue to raise substantial additional capital to accomplish its business plan over the next several years. Management believes its currently available funding, including the funds received from warrant exercises and financing transactions with net proceeds of approximately $102,429,000 in the first quarter of 2021, will be sufficient to finance the Company's operations for at least one year from the date these condensed consolidated financial statements are issued. The Company plans to continue to fund its losses from operations and capital funding needs through a combination of public or private equity offerings, debt financings or other sources, including potential corporate collaborations, licenses and other similar arrangements. There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future. If the Company is unable to secure additional funding, it may be forced to curtail or suspend its business plans. |
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- Definition The entire disclosure for liquidity and capital resources. No definition available.
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- References No definition available.
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Note 3 - Summary of Accounting Policies |
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Basis of Presentation and Significant Accounting Policies [Text Block] | NOTE 3: SUMMARY OF ACCOUNTING POLICIESBasis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10 -Q and Rule 10 -01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10 -K of the Company for the year ended December 31, 2020. The year-end condensed consolidated balance sheet presented was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Use of Estimates 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 expenses during the reporting period. Actual results could differ from those estimates. Research and Development Expense Research and development ("R&D") costs are generally expensed as incurred. R&D expenses include, for example, manufacturing expenses for the Company's drugs under development, expenses associated with clinical trials and associated salaries and benefits. R&D expenses also include an allocation of the CEO's salary and related benefits including bonus and non-cash stock-based compensation expense based on an estimate of total hours expended on research and development activities. The Company's CEO is involved in the development of the Company's drug candidates and oversight of the related clinical trial activity. Fair Value Measurements The Company records financial assets and liabilities measured on a recurring and non-recurring basis as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) 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 the Company's assumptions used to measure assets and liabilities at fair value. An asset or liability's classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement. Also refer to Note 8. Stock-based Payments The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense is based on the estimated grant date fair value and is recognized as an expense over the requisite service period. The Company has made a policy election to recognize forfeitures when they occur. The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the stock options, the expected life of the options, an expectation regarding future dividends on the Company's common stock, and estimation of an appropriate risk-free interest rate. The Company's expected common stock price volatility assumption is based upon the historical volatility of our stock price. The Company has elected the simplified method for the expected life assumption for stock option grants, which averages the contractual term of the options of ten years with the vesting term, typically one to four years, as the Company does not have sufficient history of option exercise experience. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was based upon prevailing short-term interest rates over the expected life of the options.Financial Instruments with Characteristics of Both Liabilities and Equity During December 2020, the Company issued certain financial instruments, including warrants to purchase common stock, which have characteristics of both liability and equity. Financial instruments such as warrants that are classified as liabilities are fair valued upon issuance and are remeasured at fair value at subsequent reporting periods with the resulting change in fair value recorded in “change in fair value of common stock warrants”. The fair value of warrants is estimated using valuation models that require the input of subjective assumptions including stock price, exercise price, stock price volatility, expected life, an expectation regarding future dividends on the Company's common stock, and estimation of an appropriate risk-free interest rate.Recent Accounting Pronouncements On May 3, 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021 -04, Issuer 's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options — a consensus of the FASB Emerging Issues Task Force. The ASU provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. The guidance will be effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years.Recently Adopted Accounting Pronouncements On January 1, 2021, the Company early adopted ASU No. 2020 -06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (Topic which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. The guidance is effective for fiscal years beginning on or after 815 ) December 15, 2023, with early adoption permitted, but not earlier than fiscal years beginning after December 15, 2020. The Company implemented this ASU using the modified retrospective approach. Upon adoption, the Company recorded a cumulative adjustment to beginning Stockholders' Equity in the amount of $13,003,075 to reclassify the common stock warrant liability to accumulated deficit and additional paid-in capital. The guidance removes the liability and equity separation models for convertible instruments with a cash conversion feature or beneficial conversion feature. As a result companies will more likely account for a convertible debt instruments wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e. as a single unit of account). In addition, the guidance simplifies the settlement assessment that issuers perform to determine whether a contract in their own equity qualifies for equity classification. Finally, the guidance requires entities to use the if-converted method to calculate earnings per share for all convertible instruments. The cumulative effect of initially applying the new standard was recognized as an adjustment to accumulated deficit. Upon the adoption of the new standard we recognized the following adjustments:
The $3,271,361 adjustment to accumulated deficit includes the reclassification of warrant financing expenses of $938,794 and the change in fair value of common stock warrants of $2,332,567 subsequent to initial recognition.On January 1, 2021, the Company adopted ASU 2019 -12, Income Taxes, (Topic , which amends the existing guidance relating to accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU did 740 ): Simplifying the Accounting for Income Taxesnot have a material effect on its condensed consolidated financial statements. |
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- Definition The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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Note 4 - Restricted Cash |
3 Months Ended |
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Mar. 31, 2021 | |
Notes to Financial Statements | |
Restricted Assets Disclosure [Text Block] | NOTE 4: RESTRICTED CASHThe Company's restricted cash balance of $110,000 as of March 31, 2021 and December 31, 2020 consists entirely of cash pledged as security for the Company's issued commercial credit cards. |
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- References No definition available.
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- Definition The entire disclosure for assets that are restricted in their use, generally by contractual agreements or regulatory requirements. This would include, but not limited to, a description of the restricted assets and the terms of the restriction. No definition available.
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Note 5 - Prepaid Expenses |
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Prepaid Expenses [Text Block] | NOTE 5: PREPAID EXPENSESPrepaid expenses consisted of the following:
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- Definition The entire disclosure related to prepaid expenses. No definition available.
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- References No definition available.
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Note 6 - Research and Development Tax Rebate Receivable |
3 Months Ended |
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Mar. 31, 2021 | |
Notes to Financial Statements | |
Research and Development Tax Rebate Receivable [Text Block] | NOTE 6: RESEARCH AND DEVELOPMENT TAX REBATE RECEIVABLEOn May 23, 2017, Atossa formed a wholly-owned subsidiary in Australia called Atossa Genetics AUS Pty Ltd. The purpose of this subsidiary is to perform R&D activities including our Phase 1 and Phase 2 Endoxifen and COVID-19 clinical trials. Australia offers an R&D cash rebate of $0.435 per dollar spent on qualified R&D activities incurred in the country. During the three months ended March 31, 2021 and 2020, the Company recorded a rebate receivable of approximately $133,452 and $133,447, respectively, related to qualified R&D activities incurred. At March 31, 2021 and December 31, 2020, we had a total R&D rebate receivable of $720,029 and $634,940, respectively. The Company had realized gains on foreign currency exchange during the three months ended March 31, 2021 and March 31, 2020, of approximately $5,945 and $19,965, respectively, which is included in Other Expense, net in the Condensed Consolidated Statements of Operations. |
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- Definition Disclosure related to research and development tax rebate receivable. No definition available.
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- References No definition available.
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Note 7 - Payroll Liabilities |
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Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | NOTE 7: PAYROLL LIABILITIESPayroll liabilities consisted of the following:
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- Definition The entire disclosure for accounts payable, accrued expenses, and other liabilities that are classified as current at the end of the reporting period. No definition available.
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- References No definition available.
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Note 8 - Fair Value of Financial Instruments |
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Fair Value Disclosures [Text Block] | NOTE 8: FAIR VALUE OF FINANCIAL INSTRUMENTSPursuant to the accounting guidance for fair value measurement and its subsequent updates, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The fair value hierarchy is broken down into the three input levels summarized below:● Level —Valuations are based on quoted prices in active markets for identical assets or liabilities and readily accessible by us at the reporting date. Examples of assets and liabilities utilizing Level 1 1 inputs are certain money market funds, U.S. Treasuries and trading securities with quoted prices on active markets.● Level —Valuations based on inputs other than the quoted prices in active markets that are observable either directly or indirectly in active markets. Examples of assets and liabilities utilizing Level 2 2 inputs are U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposit and over-the- counter derivatives.● Level —Valuations based on unobservable inputs in which there are little or 3 no market data, which require the Company to develop its own assumptions.Warrants issued in the December 11, 2020 offering and December 28, 2020 overallotment closing, which are discussed further in Note 9, contained provisions that may require the Company to settle the warrants in cash in an event outside the Company's control and are therefore accounted for as liabilities, with changes in the fair values included in net loss for the respective periods. Because some of the inputs to the valuation model were either not observable or were not derived principally from or corroborated by observable market data by correlation or other means, the warrant liability was classified as Level 3 in the fair value hierarchy as of December 31, 2020. The following tables present the Company's fair value hierarchy for all its financial assets and liabilities, by major security type measured at fair value on a recurring basis:
The following table summarizes the changes in the Company's Level 3 warrant liability for the three months ended March 31, 2021:
The carrying amounts of our cash and cash equivalents, restricted cash, research and development tax rebate receivable, prepaid expenses, other current assets, accounts payable, accrued expenses, payroll liabilities and other current liabilities approximate their fair values due to their short-term maturities at March 31, 2021 and December 31, 2020. |
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- References No definition available.
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- 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. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 9 - Stockholders' Equity |
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Stockholders' Equity Note Disclosure [Text Block] | NOTE 9: STOCKHOLDERS' EQUITYThe Company is authorized to issue a total of 185,000,000 shares of stock consisting of 175,000,000 shares of common stock, par value $0.18 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. The Company has designated 750,000 shares of Series A junior participating preferred stock, par value $0.001 per share, 4,000 shares of Series A convertible preferred stock, par value $0.001 per share, 25,000 shares of Series B convertible preferred stock, par value $0.001 and 5,425 shares of Series C convertible preferred stock, par value $0.001 per share, through the filings of certificates of designation with the Delaware Secretary of State. No no no March 31, 2021 and December 31, 2020. 2021 Financing TransactionsOn January 6, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of 23,850,000 shares of Company common stock, par value $0.18 per share and warrants to purchase 17,887,500 shares of common stock. The combined purchase price for one share of common stock and a warrant to purchase 0.75 shares of common stock was $1.055. Subject to certain ownership limitations, the warrants are exercisable upon issuance. The warrants will expire on the 4.5 year anniversary of the date of issuance and have an exercise price of $1.055 per share. The common stock and warrants have been registered under the Securities Act of 1933, as amended.Pursuant to a letter agreement, dated as of January 6, 2021, between the Company and the placement agent Maxim Group LLC, the Company agreed to pay the placement agent a cash fee of 7% of the aggregate gross proceeds. The Company also agreed to reimburse the placement agent for expenses, including legal fees which shall be limited to, in the aggregate, $45,000. The offering closed on January 8, 2021 with net proceeds to the Company from the offering of approximately $23.3 million, after deducting fees and expenses.On March 22, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of 17,361,100 shares of our common stock, par value $0.18 per share. Concurrently with the offering, and pursuant to the purchase agreement, the Company also commenced a private placement whereby it issued and sold warrants exercisable for an aggregate of up to 13,020,825 shares of common stock. The combined purchase price for one share of common stock and a purchase warrant to purchase 0.75 shares of common stock is $2.88. Subject to certain ownership limitations, the warrants are exercisable upon issuance. The warrants will expire on the 4.5 year anniversary of the date of issuance. Subsequent to the issuance of the warrants, the Company filed a registration statement on Form S-3 (File No. 333 -255411 ) to cover the sale of an aggregate of 13,020,825 shares of common stock issuable upon exercise of the warrants which was declared effective by the SEC on April 29, 2021. The Company agreed to pay the placement agent a cash fee of 7% of the aggregate gross proceeds of the offering and the private placement. The Company also agreed to reimburse the placement agent for expenses, including the legal fees which shall be limited to, in the aggregate, $45,000. The Company estimates total expenses associated with the offering, excluding placement agent fees and expenses, are approximately $70,000. The net proceeds to the Company from the offering and the private placement are approximately $46.4 million, after deducting fees and expenses.2021 Warrants The terms and conditions of the warrants included in the 2021 offerings are as follows:Exercisability . Each warrant is exercisable at any time and will expire 4.5 years from the date of issuance. The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our common stock purchased upon such exercise, except in the case of a cashless exercise as discussed below.The number of shares of common stock issuable upon exercise of the warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the common stock. Upon the merger, consolidation, sale of substantially all of our assets, or other similar transaction, the holders of warrants shall, at the option of the Company, be required to exercise the warrants immediately prior to the closing of the transaction, or such warrants shall automatically expire. Upon such exercise, the holders of warrants shall participate on the same basis as the holders of common stock in connection with the transaction. Cashless Exercise . If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the warrant, the holder may exercise the warrant on a cashless basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our common stock purchasable upon such exercise.Exercise Price . Each warrant represents the right to purchase one share of common stock at an exercise price of $1.055 per share ( January 8, 2021) or $2.88 per share ( March 23, 2021). In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of the warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its exercise. The holder, upon notice to the Company, may increase or decrease the beneficial ownership limitation provisions of the warrant, provided that in no event shall the limitation exceed 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise of the warrant.Transferability . Subject to applicable laws and restrictions, a holder may transfer a warrant upon surrender of the warrant to us with a completed and signed assignment in the form attached to the warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.Exchange Listing . We do not intend to apply to list the warrants on any securities exchange or recognized trading system.Rights as Stockholder . Except as set forth in the warrant, the holder of a warrant, solely in such holder's capacity as a holder of a warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.Warrants As of March 31, 2021, warrants to purchase 27,664,205 shares of common stock were outstanding including:
Warrant Activity During the three months ended March 31, 2021, the Company received approximately $19.5 million from exercises of the 2020 warrants, with an exercise price of $1.00. As a result of the warrant exercises, the Company cancelled approximately 19.5 million warrants and issued approximately 19.5 million shares of common stock. During the same period the Company also received approximately $13.3 million from exercises of the 2021 warrants with an exercise price of $1.055. As a result of the warrant exercises, the Company cancelled approximately 12.6 million warrants and issued approximately 12.6 million shares of common stock. There were no warrant exercises during the three months ended March 31, 2020. Conversion of Series B Convertible Preferred Stock During the three months ended March 31, 2021, certain holders of the Series B convertible preferred stock exercised their conversion option and converted an aggregate of 1 share, into 285 shares of the Company's common stock. During the three months ended March 31, 2020, there were no conversions of Series B convertible preferred stock. |
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- References No definition available.
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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 10 - Net Loss Per Share |
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Earnings Per Share [Text Block] | NOTE 10: NET LOSS PER SHAREThe Company follows the two -class method when computing net loss per share as the Company has issued warrants and preferred stock that meet the definition of participating securities. The two -class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two -class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividends. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of potential future exercises of outstanding stock options and common stock warrants. Because the inclusion of potential common shares would be anti-dilutive for all periods presented, they have been excluded from the calculation. The Company's common stock warrants and preferred stock contractually entitles the holders of such securities to participate in dividends but do not contractually require the holders of such securities to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three months ended March 31, 2021 and 2020. The following table summarizes the Company's calculation of net loss per common share:
The following table sets forth the number of potential common shares excluded from the calculation of net loss per diluted share, because including them would be anti-dilutive:
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- Definition The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 11 - Income Taxes |
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Income Tax Disclosure [Text Block] | NOTE 11: INCOME TAXESDeferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.As a result of the Company's cumulative losses, management has concluded that a full valuation allowance against the Company's net deferred tax assets is appropriate. No March 31, 2021 and December 31, 2020, due to the Company's continuing operating losses. |
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- Definition The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 12 - Concentration of Credit Risk |
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Concentration Risk Disclosure [Text Block] | NOTE 12: CONCENTRATION OF CREDIT RISKFinancial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2021 and December 31, 2020, the Company had $137,322,778 and $39,345,260 in excess of the FDIC insured limit, respectively. |
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- Definition The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Note 13 - Commitments and Contingencies |
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Commitments and Contingencies Disclosure [Text Block] | NOTE 13: COMMITMENTS AND CONTINGENCIESLease Commitments The Company evaluates all contractual agreements at inception to determine if they contain a lease. Lease liabilities are measured at present value of lease payments not yet paid, using a discounted cash flow model that requires the use of a discount rate, or incremental borrowing rate.The Company's operating lease assets consist of a copier system lease and an office lease. Our office lease expired on February 28, 2021. On March 1, 2021, the Company entered into a new operating lease for office space to pay monthly rent of $750 for a term of 12 months. As a result of COVID-19, the Company has adopted a remote work practice. Our copier system lease expires in October of 2021. None of our leases contain options to extend. Total operating lease expense for the three months ended March 31, 2021 and 2020, was approximately $10,700 and $13,300, respectively, and variable lease payments of taxes and insurance were immaterial. As of March 31, 2021, the weighted average remaining lease term was approximately7.0 months and the weighted average discount rate of our operating lease was 11.3%. As of March 31, 2021, the future minimum lease payments are approximately $8,694 for 2021. These payments are reported in the condensed consolidated balance sheets at March 31, 2021 and 2020, net of imputed interest of $681 and $4,500. The cash paid for amounts included in the measurement of operating lease liabilities for the three months ended March 31, 2021 and 2020 was approximately $10,700 and $14,700, respectively.The Company had lease expense under short term leases of $5,238 and $4,275, during for the three months ended March 31, 2021 and 2020, respectively. Litigation and Contingencies We are subject to legal proceedings and claims that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows. |
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- Definition The entire disclosure for commitments and contingencies. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Note 14 - Stock Based Compensation |
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Share-based Payment Arrangement [Text Block] | NOTE 14: STOCK BASED COMPENSATIONStock Option and Incentive Plan On March 24, 2020, the Board of Directors approved the adoption of the 2020 Stock Incentive Plan (the "2020 Plan”) to provide for the grant of equity-based awards to employees, officers, non-employee directors and other key persons providing services to the Company. No awards may be granted under the 2020 Plan after the date that is 10 years from the date of stockholder approval. An aggregate of 3,000,000 shares were initially reserved for issuance in connection with awards granted under the 2020 Plan and on March 29, 2021 the Board of Directors approved adding 15,000,000 shares to the 2020 Plan, subject to stockholder approval.The Company did not three months ended March 31, 2021 and 2020. There were no three months ended March 31, 2021 and 2020. There are 670,000 shares available for grant under the 2020 Plan as of March 31, 2021. Shares may no longer be granted under the expired 2010 Stock Option and Incentive Plan (the "2010 Plan").Compensation costs associated with the Company's stock options are recognized, based on the grant-date fair values of these options, over the requisite service period, or vesting period. Accordingly, the Company recognized stock-based compensation expense of $639,751 and $687,752 for the three months ended March 31, 2021 and 2020. Compensation cost is recognized in the following captions in the condensed consolidated statements of operations.
Options issued and outstanding as of March 31, 2021, under the 2020 and 2010 Plans and their activities during the three months then ended are as follows:
At March 31, 2021, there were 1,959,001 unvested options outstanding and the related unrecognized total compensation cost associated with these options was approximately $2,656,735. This expense is expected to be recognized over a weighted-average period of 1.62 years. |
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- Definition The entire disclosure for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Significant Accounting Policies (Policies) |
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Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10 -Q and Rule 10 -01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10 -K of the Company for the year ended December 31, 2020. The year-end condensed consolidated balance sheet presented was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. |
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Use of Estimates, Policy [Policy Text Block] | Use of Estimates 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 expenses during the reporting period. Actual results could differ from those estimates. |
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Research and Development Expense, Policy [Policy Text Block] | Research and Development Expense Research and development ("R&D") costs are generally expensed as incurred. R&D expenses include, for example, manufacturing expenses for the Company's drugs under development, expenses associated with clinical trials and associated salaries and benefits. R&D expenses also include an allocation of the CEO's salary and related benefits including bonus and non-cash stock-based compensation expense based on an estimate of total hours expended on research and development activities. The Company's CEO is involved in the development of the Company's drug candidates and oversight of the related clinical trial activity. |
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Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The Company records financial assets and liabilities measured on a recurring and non-recurring basis as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) 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 the Company's assumptions used to measure assets and liabilities at fair value. An asset or liability's classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement. Also refer to Note 8. |
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Share-based Payment Arrangement [Policy Text Block] | Stock-based Payments The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense is based on the estimated grant date fair value and is recognized as an expense over the requisite service period. The Company has made a policy election to recognize forfeitures when they occur. The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the stock options, the expected life of the options, an expectation regarding future dividends on the Company's common stock, and estimation of an appropriate risk-free interest rate. The Company's expected common stock price volatility assumption is based upon the historical volatility of our stock price. The Company has elected the simplified method for the expected life assumption for stock option grants, which averages the contractual term of the options of ten years with the vesting term, typically one to four years, as the Company does not have sufficient history of option exercise experience. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was based upon prevailing short-term interest rates over the expected life of the options. |
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Financial Instruments with Characteristics of Both Liabilities and Equity, Policy [Policy Text Block] | Financial Instruments with Characteristics of Both Liabilities and Equity During December 2020, the Company issued certain financial instruments, including warrants to purchase common stock, which have characteristics of both liability and equity. Financial instruments such as warrants that are classified as liabilities are fair valued upon issuance and are remeasured at fair value at subsequent reporting periods with the resulting change in fair value recorded in “change in fair value of common stock warrants”. The fair value of warrants is estimated using valuation models that require the input of subjective assumptions including stock price, exercise price, stock price volatility, expected life, an expectation regarding future dividends on the Company's common stock, and estimation of an appropriate risk-free interest rate. |
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New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements On May 3, 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021 -04, Issuer 's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options — a consensus of the FASB Emerging Issues Task Force. The ASU provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. The guidance will be effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years.Recently Adopted Accounting Pronouncements On January 1, 2021, the Company early adopted ASU No. 2020 -06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (Topic which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. The guidance is effective for fiscal years beginning on or after 815 ) December 15, 2023, with early adoption permitted, but not earlier than fiscal years beginning after December 15, 2020. The Company implemented this ASU using the modified retrospective approach. Upon adoption, the Company recorded a cumulative adjustment to beginning Stockholders' Equity in the amount of $13,003,075 to reclassify the common stock warrant liability to accumulated deficit and additional paid-in capital. The guidance removes the liability and equity separation models for convertible instruments with a cash conversion feature or beneficial conversion feature. As a result companies will more likely account for a convertible debt instruments wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e. as a single unit of account). In addition, the guidance simplifies the settlement assessment that issuers perform to determine whether a contract in their own equity qualifies for equity classification. Finally, the guidance requires entities to use the if-converted method to calculate earnings per share for all convertible instruments. The cumulative effect of initially applying the new standard was recognized as an adjustment to accumulated deficit. Upon the adoption of the new standard we recognized the following adjustments:
The $3,271,361 adjustment to accumulated deficit includes the reclassification of warrant financing expenses of $938,794 and the change in fair value of common stock warrants of $2,332,567 subsequent to initial recognition.On January 1, 2021, the Company adopted ASU 2019 -12, Income Taxes, (Topic , which amends the existing guidance relating to accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU did 740 ): Simplifying the Accounting for Income Taxesnot have a material effect on its condensed consolidated financial statements. |
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- Definition Disclosure of accounting policy for financial instruments with characteristics of both liabilities and equity. No definition available.
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- Definition Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). No definition available.
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- Definition Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities. No definition available.
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- Definition Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
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- Definition Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 3 - Summary of Accounting Policies (Tables) |
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- Definition Tabular disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Note 5 - Prepaid Expenses (Tables) |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] |
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- Definition Tabular disclosure of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer; the aggregate carrying amount of current assets, not separately presented elsewhere in the balance sheet; and other deferred costs. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Note 7 - Payroll Liabilities (Tables) |
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Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accrued Liabilities [Table Text Block] |
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- Definition Tabular disclosure of the components of accrued liabilities. No definition available.
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- References No definition available.
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Note 8 - Fair Value of Financial Instruments (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] |
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Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] |
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- Definition Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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Note 9 - Stockholders' Equity (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] |
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X | ||||||||||
- Definition Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- References No definition available.
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Note 10 - Net Loss Per Share (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] |
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Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] |
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X | ||||||||||
- Definition Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- References No definition available.
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Note 14 - Stock Based Compensation (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Notes Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Option, Activity [Table Text Block] |
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Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] |
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X | ||||||||||
- Definition Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Details
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Note 2 - Liquidity and Capital Resources (Details Textual) - USD ($) |
3 Months Ended | ||
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Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
|
Net Income (Loss) Attributable to Parent, Total | $ (3,538,069) | $ (2,947,420) | |
Net Cash Provided by (Used in) Operating Activities, Total | (4,408,788) | (3,229,995) | |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 137,573,593 | $ 9,351,141 | $ 39,553,671 |
Working Capital | 139,652,000 | ||
Proceeds from Issuance or Sale of Equity, Total | $ 102,429,000 |
X | ||||||||||
- Definition Represents the value of total net current assets after deducting net current liabilities as of the balance sheet date. No definition available.
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X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition The cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The amount of reclassification of warrant financing expenses. No definition available.
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X | ||||||||||
- Definition Expected vesting term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format. No definition available.
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X | ||||||||||
- Definition Amount of expense (income) related to adjustment to fair value of warrant liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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Note 3 - Summary of Accounting Policies - New Accounting Standards Adoption (Details) - USD ($) |
Mar. 31, 2021 |
Jan. 01, 2021 |
Dec. 31, 2020 |
---|---|---|---|
Warrant liability | $ 13,003,075 | ||
Additional paid-in capital | 139,618,860 | 129,887,146 | |
Accumulated deficit | $ (112,165,700) | (108,627,631) | $ (111,898,992) |
Accounting Standards Update 2020-06 [Member] | |||
Warrant liability | (13,003,075) | ||
Additional paid-in capital | 9,731,714 | ||
Accumulated deficit | $ 3,271,361 |
X | ||||||||||
- Definition The value of the common stock warrant liability. No definition available.
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X | ||||||||||
- Definition Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Details
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Note 4 - Restricted Cash (Details Textual) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
Mar. 31, 2020 |
---|---|---|---|
Restricted Cash and Cash Equivalents, Total | $ 110,000 | $ 110,000 | $ 110,000 |
X | ||||||||||
- Definition Amount of cash and cash equivalents restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Note 5 - Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Prepaid research and development | $ 1,742,363 | $ 1,215,834 |
Prepaid insurance | 554,405 | 417,854 |
Professional services | 172,955 | 128,229 |
Financial exchange fees | 43,500 | |
Retainer and security deposits | 14,218 | 14,218 |
Prepaid rent | 18,720 | 4,488 |
Other | 4,291 | 33,279 |
Total prepaid expenses | $ 2,550,452 | $ 1,813,902 |
X | ||||||||||
- Definition The amount of accrued financial exchange fees classified as current. No definition available.
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X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for professional services costs that provide benefits within a future period of one year or the normal operating cycle, if longer. No definition available.
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X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for research and development costs that provide benefits within a future period of one year or the normal operating cycle, if longer. No definition available.
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X | ||||||||||
- Definition The carrying amount of the asset transferred to a third party to serve as a deposit, which typically serves as security against failure by the transferor to perform under terms of an agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for insurance that provides economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for rent that provides economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Note 6 - Research and Development Tax Rebate Receivable (Details Textual) - USD ($) |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
May 23, 2017 |
|
Research and Development Expense, Total | $ 1,378,487 | $ 938,620 | ||
Research and Development Tax Rebate Receivable | 720,029 | $ 634,940 | ||
Atossa Genetics AUS Pty Ltd [Member] | ||||
Research and Development Cash Rebate per Dollar | $ 0.435 | |||
Research and Development Expense, Total | 133,452 | 133,447 | ||
Research and Development Tax Rebate Receivable | 720,029 | $ 634,940 | ||
Foreign Currency Transaction Gain (Loss), Realized | $ 5,945 | $ 19,965 |
X | ||||||||||
- Definition Represents the research and development cash rebate per dollar spend on qualified R&D activities. No definition available.
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X | ||||||||||
- Definition Represents the value of research and development tax rebate receivable. No definition available.
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X | ||||||||||
- Definition Amount before tax of foreign currency transaction realized gain (loss) recognized in the income statement. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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X | ||||||||||
- Definition The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Details
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Note 7 - Payroll Liabilities - Schedule of Payroll Liabilities (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Accrued bonuses | $ 194,497 | $ 689,635 |
Accrued vacation | 184,273 | 171,112 |
Accrued payroll | 111,231 | 102,918 |
Total payroll liabilities | $ 490,001 | $ 963,665 |
X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable for incentive compensation awarded to employees and directors or earned by them based on the terms of one or more relevant arrangements. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable for unused vacation time owed to employees based on the entity's vacation benefit given to its employees. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Note 8 - Fair Value of Financial Instruments - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Common stock warrant liability | $ 13,003,075 | |
Fair Value, Inputs, Level 1 [Member] | ||
Common stock warrant liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Common stock warrant liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Common stock warrant liability | 13,003,075 | |
Money Market Funds [Member] | ||
Money market account | $ 51,792,297 | 1,789,401 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Money market account | 51,792,297 | 1,789,401 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Money market account | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Money market account |
X | ||||||||||
- Definition Fair value portion of common stock warrant liability. No definition available.
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X | ||||||||||
- Definition Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. No definition available.
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Note 8 - Fair Value of Financial Instruments - Changes in Warrant Liability (Details) - Warrant Liability [Member] |
3 Months Ended |
---|---|
Mar. 31, 2021
USD ($)
| |
Beginning balance | $ 13,003,075 |
Reclassification to equity upon adoption of accounting standard | (13,003,075) |
Issuance of warrants | |
Change in fair value | |
Ending balance |
X | ||||||||||
- Definition Amount of transfers of financial instrument classified as a liability out of level 3 of the fair value hierarchy. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Amount of gain (loss) recognized in income from liability measured at fair value on recurring basis using unobservable input (level 3). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Amount of issuances of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Details
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X | ||||||||||
- Definition The number of warrants or rights exercised during period. No definition available.
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X | ||||||||||
- Definition Percentage of ownership of common stock allowed. No definition available.
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X | ||||||||||
- Definition Represents the combined purchase price per share associated with the issuance of common stock and warrants. No definition available.
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X | ||||||||||
- Definition Represents the amount of issuance costs recognized in connection with the issuance of common stock associated with warrants (along with such warrants) during the period. No definition available.
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X | ||||||||||
- Definition Represents the maximum stock issuance expenses which will be paid to reimburse the placement agent. No definition available.
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X | ||||||||||
- Definition Represents total number of shares authorized to issue. No definition available.
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X | ||||||||||
- Definition The cash inflow from the issuance of common stock and warrants net of stock issuance costs. No definition available.
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X | ||||||||||
- Definition Represents the percentage of the gross value of a stock issuance to be charged as commission by the underwriter. No definition available.
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X | ||||||||||
- Definition Number of stock issued for warrant exercised. No definition available.
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X | ||||||||||
- Definition The percent of shares sold warrants may call from warrants and rights outstanding. No definition available.
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X | ||||||||||
- Definition Represents the maximum ownership percentage of company’s shares allowed for holder of warrants to exercise their warrants. No definition available.
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X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares. No definition available.
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X | ||||||||||
- Definition Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Number of warrants or rights outstanding. No definition available.
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X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Number of shares issued for each share of convertible preferred stock that is converted. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The cash inflow associated with the amount received from holders exercising their stock warrants. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
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X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Note 9 - Stockholders' Equity - Outstanding Warrants (Details) |
Mar. 31, 2021
$ / shares
shares
|
---|---|
Outstanding Warrants to Purchase Shares (in shares) | 27,664,205 |
The 2018 Warrants [Member] | |
Outstanding Warrants to Purchase Shares (in shares) | 1,068,892 |
Exercise Price (in dollars per share) | $ / shares | $ 4.05 |
Expiration date | May 30, 2022 |
The 2020 Warrants [Member] | |
Outstanding Warrants to Purchase Shares (in shares) | 8,281,325 |
Exercise Price (in dollars per share) | $ / shares | $ 1 |
January 2021 Warrants [Member] | |
Outstanding Warrants to Purchase Shares (in shares) | 5,293,163 |
Exercise Price (in dollars per share) | $ / shares | $ 1.055 |
Expiration date | Jul. 08, 2025 |
March 2021 Warrants [Member] | |
Outstanding Warrants to Purchase Shares (in shares) | 13,020,825 |
Exercise Price (in dollars per share) | $ / shares | $ 2.88 |
Expiration date | Sep. 22, 2025 |
X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Number of warrants or rights outstanding. No definition available.
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X | ||||||||||
- Definition Expiration date of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Note 10 - Net Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Net loss attributable to common shareholders | $ (3,538,069) | $ (2,947,420) |
Weighted average common shares outstanding used to compute net loss per share, basic and diluted (in shares) | 92,587,168 | 9,130,984 |
Net loss per share of common stock, basic and diluted: (in dollars per share) | $ (0.04) | $ (0.32) |
X | ||||||||||
- Definition The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or 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. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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X | ||||||||||
- Definition Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
|
Note 10 - Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Number of potential common shares excluded (in shares) | 32,321,523 | 5,569,028 |
Share-based Payment Arrangement, Option [Member] | ||
Number of potential common shares excluded (in shares) | 7,067,436 | 4,308,383 |
Series B Convertible Preferred Stock [Member] | ||
Number of potential common shares excluded (in shares) | 177,373 | 190,617 |
Warrant [Member] | ||
Number of potential common shares excluded (in shares) | 25,076,714 | 1,070,028 |
X | ||||||||||
- Definition Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 11 - Income Taxes (Details Textual) - USD ($) $ in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Accrued Income Taxes, Total | $ 0 | $ 0 |
X | ||||||||||
- Definition Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due. This amount is the total of current and noncurrent accrued income taxes. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Note 12 - Concentration of Credit Risk (Details Textual) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Cash, Uninsured Amount | $ 137,322,778 | $ 39,345,260 |
X | ||||||||||
- Definition The amount of cash as of the balance sheet date that is not insured by the Federal Deposit Insurance Corporation. No definition available.
|
Note 13 - Commitments and Contingencies (Details Textual) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 01, 2021 |
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Lessee, Operating Lease, Monthly Rent Payments | $ 750 | ||
Operating Lease, Expense | $ 10,700 | $ 13,300 | |
Operating Lease, Weighted Average Remaining Lease Term (Month) | 210 days | ||
Operating Lease, Weighted Average Discount Rate, Percent | 11.30% | ||
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year | $ 8,694 | ||
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 681 | 4,500 | |
Operating Lease, Payments | 10,700 | 14,700 | |
Short-term Lease, Cost | $ 5,238 | $ 4,275 |
X | ||||||||||
- Definition Represents the monthly payments by lessee in operating lease. No definition available.
|
X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease having initial or remaining lease term in excess of one year to be paid in remainder of current fiscal year. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of operating lease expense. Excludes sublease income. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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X | ||||||||||
- Definition Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Weighted average discount rate for operating lease calculated at point in time. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of short-term lease cost, excluding expense for lease with term of one month or less. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Amount of expense for award under share-based payment arrangement. Excludes amount capitalized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Amount of cost to be recognized for option under share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Number of additional shares authorized for issuance under share-based payment arrangement. No definition available.
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X | ||||||||||
- Definition Number of shares authorized for issuance under share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Gross number of share options (or share units) granted during the period. No definition available.
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X | ||||||||||
- Definition Number of non-vested options outstanding. No definition available.
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X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Note 14 - Stock Based Compensation - Stock-based Compensation Expense (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Stock compensation expense | $ 639,751 | $ 687,752 |
General and Administrative Expense [Member] | ||
Stock compensation expense | 449,944 | 483,000 |
Research and Development Expense [Member] | ||
Stock compensation expense | $ 189,807 | $ 204,752 |
X | ||||||||||
- Definition Amount of expense for award under share-based payment arrangement. Excludes amount capitalized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Gross number of share options (or share units) granted during the period. No definition available.
|
X | ||||||||||
- Definition Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of options outstanding, including both vested and non-vested options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average price at which option holders acquired shares when converting their stock options into shares. No definition available.
|
X | ||||||||||
- Definition Weighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired. No definition available.
|
X | ||||||||||
- Definition Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated. No definition available.
|
X | ||||||||||
- Definition Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options. No definition available.
|
X | ||||||||||
- Definition Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average remaining contractual term for fully vested and expected to vest options outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|