0001410578-23-002307 | 10-Q | XBRL Viewer

BASIS OF PRESENTATION	9 Months Ended
Sep. 30, 2023
BASIS OF PRESENTATION
BASIS OF PRESENTATION	NOTE 2: BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results (see Note 6 for information on discontinued operations). The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2023, or for any future interim period. The condensed consolidated balance sheet at December 31, 2022 has been derived from audited financial statements, however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022 and notes thereto included in the Company’s annual report on Form 10-K filed on March 22, 2023.

BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2023

NOTE 2: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results (see Note 6 for information on discontinued operations).

The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2023, or for any future interim period. The condensed consolidated balance sheet at December 31, 2022 has been derived from audited financial statements, however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022 and notes thereto included in the Company’s annual report on Form 10-K filed on March 22, 2023.

RELATED PARTY EXPENSES (Details) - USD ($)	3 Months Ended		9 Months Ended
RELATED PARTY EXPENSES (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
RELATED PARTY EXPENSES
Total Research and development	$ 368,000	$ 72,000	$ 658,000	$ 1,415,000
Baylor College of Medicine
RELATED PARTY EXPENSES
Total Research and development		1,000	13,000	1,142,000
Bio-Techne Corporation
RELATED PARTY EXPENSES
Total Research and development				101,000
Cell Ready
RELATED PARTY EXPENSES
Total Research and development	$ 368,000		368,000
Wilson Wolf Manufacturing Corporation
RELATED PARTY EXPENSES
Total Research and development		$ 71,000	$ 277,000	$ 172,000

DISCONTINUED OPERATIONS - Additional Information (Details) - USD ($)		1 Months Ended		3 Months Ended			9 Months Ended
	Jun. 26, 2023	Mar. 31, 2023	Apr. 30, 2022	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
DISCONTINUED OPERATIONS
Gain on disposal of discontinued operations							$ 8,794,426
Revenue recognized				$ 257,606		$ 999,571	$ 2,254,601	$ 2,754,401
Cell Ready Purchase Agreement
DISCONTINUED OPERATIONS
Consideration for purchased assets	$ 19,000,000.0
Service revenue \| Indapta
DISCONTINUED OPERATIONS
Revenue recognized					$ 800,000
Related party service revenue \| Binding Services Agreement \| Wilson Wolf Manufacturing Corporation
DISCONTINUED OPERATIONS
Cash payment		$ 8,000,000.0	$ 8,000,000.0
Additional cash payment		1,000,000.0
Revenue recognized		2,500,000
Additional revenue recognized		$ 1,000,000.0
Disposed by sale \| Cell Ready Purchase Agreement
DISCONTINUED OPERATIONS
Consideration for purchased assets	19,000,000.0
Gain on disposal of discontinued operations	$ 8,800,000

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
Sep. 30, 2023
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES	NOTE 4: SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Marker Cell Therapy, Inc. and GeneMax Pharmaceuticals Inc., a dormant subsidiary that wholly owns GeneMax Pharmaceuticals Canada, Inc. All significant intercompany balances and transactions are eliminated upon consolidation (see Note 6 for information on discontinued operations). Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. 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 may differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies, controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: research and development expense, stock-based compensation expense, and income taxes. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity date of three months or less, when acquired, to be cash equivalents. Cash Concentration Risk The Federal Deposit Insurance Corporation (the “FDIC”) insurance limits are $250,000 per depositor per insured bank. The Company had cash balances of $17.2 million and $11.5 million uninsured by the FDIC as of September 30, 2023 and December 31, 2022, respectively. Discontinued Operations The Purchased Assets sold to Cell Ready pursuant to the Cell Ready Purchase Agreement constituted a significant disposition and as such, the Company concluded that the disposition of its Purchased Assets represented a strategic shift that had a major effect on its operations and financial results. Therefore, the Purchased Assets, related party revenue, service revenue and related expenses are classified as discontinued operations for all periods presented herein. See Note 6 for further information. New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its consolidated financial position or results of operations upon adoption. There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 22, 2023.

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 4: SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Marker Cell Therapy, Inc. and GeneMax Pharmaceuticals Inc., a dormant subsidiary that wholly owns GeneMax Pharmaceuticals Canada, Inc. All significant intercompany balances and transactions are eliminated upon consolidation (see Note 6 for information on discontinued operations).

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. 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 may differ from those estimates.

Management considers many factors in selecting appropriate financial accounting policies, controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: research and development expense, stock-based compensation expense, and income taxes.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity date of three months or less, when acquired, to be cash equivalents.

Cash Concentration Risk

The Federal Deposit Insurance Corporation (the “FDIC”) insurance limits are $250,000 per depositor per insured bank. The Company had cash balances of $17.2 million and $11.5 million uninsured by the FDIC as of September 30, 2023 and December 31, 2022, respectively.

Discontinued Operations

The Purchased Assets sold to Cell Ready pursuant to the Cell Ready Purchase Agreement constituted a significant disposition and as such, the Company concluded that the disposition of its Purchased Assets represented a strategic shift that had a major effect on its operations and financial results. Therefore, the Purchased Assets, related party revenue, service revenue and related expenses are classified as discontinued operations for all periods presented herein. See Note 6 for further information.

New Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its consolidated financial position or results of operations upon adoption.

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 22, 2023.

NATURE OF OPERATIONS

9 Months Ended

Sep. 30, 2023

NATURE OF OPERATIONS

NATURE OF OPERATIONS

NOTE 1: NATURE OF OPERATIONS

Marker Therapeutics, Inc., a Delaware corporation (the “Company” or “we”), is a clinical-stage immuno-oncology company specializing in the development and commercialization of novel T cell-based immunotherapies for the treatment of hematological malignancies and solid tumor indications. The Company’s multiTAA T cell technology is based on the selective expansion of non-engineered, tumor-specific T cells that recognize tumor associated antigens, which are tumor targets, and kill tumor cells expressing those targets. These T cells are designed to recognize multiple tumor targets to produce broad spectrum anti-tumor activity.

The Company licensed the underlying technology for multiTAA-specific T cell therapy from Baylor College of Medicine (“BCM”) in March 2018. BCM had utilized the therapy in seven exploratory clinical trials.

The Company is advancing three product candidates as part of its multiTAA-specific T cell program for:

autologous treatment of lymphoma, and selected solid tumors,

allogeneic T cells for the treatment of acute myeloid leukemia (“AML”), and

off-the-shelf products in various indications

The current clinical development programs are:

●

MT-401 for the treatment of post-transplant AML,

●

MT-401-OTS for the treatment of AML,

●

MT-601 for the treatment of lymphoma, and

●

MT-601 for the treatment of pancreatic cancer ⁽¹⁾.

The Company is currently undertaking a strategic review of its clinical development programs, including with respect to clinical trial initiation and readout guidance.

Purchase Agreement with Cell Ready

On June 26, 2023, the Company completed the previously announced transaction with Cell Ready, LLC (“Cell Ready”) pursuant to a Purchase Agreement (the “Cell Ready Purchase Agreement), dated May 1, 2023, by and between the Company and Cell Ready. Mr. John Wilson is a member of the Company’s board of directors and is serving as the CEO of Cell Ready, therefore Cell Ready is a related party. Pursuant to the Cell Ready Purchase Agreement, effective as of the Closing Date, the Company (i) assigned to Cell Ready the leases for the Company’s two manufacturing facilities in Houston, Texas (the “Manufacturing Facilities”), (ii) sold to Cell Ready all of the equipment and leasehold improvements at the Manufacturing Facilities and (iii) assigned to Cell Ready its rights, title and interest in the Company’s Master Services Agreement for Product Supply (the “MSA”), dated April 7, 2023, by and between the Company, Cell Ready and Indapta Therapeutics, Inc., as well as its rights, title and interest in any contracts related to the equipment and Manufacturing Facilities (collectively, the “Purchased Assets”). Cell Ready acquired the Purchased Assets for total consideration of $19.0 million. In connection with the purchase of the Manufacturing Facilities, Cell Ready also extended offers of employment to approximately 50 of the Company’s former employees in its manufacturing, development, quality, and regulatory affairs functions.

(1) Clinical advancement will be pending additional financial support from non-dilutive grant activities.

The Purchased Assets constituted a significant disposition. Based upon the magnitude of the disposition and because the Company is exiting certain manufacturing operations, the disposition represents a significant strategic shift that will have a material effect on the Company’s operations and financial results. Accordingly, the assets sold meet the definition of a discontinued operation, as defined by Accounting Standards Codification (“ASC”) 205-20 – Discontinued Operations, and prior comparative periods have been retroactively adjusted to reflect the current presentation.

Reverse Stock Split

On January 26, 2023, the Company effected a one-for-ten (1-for-10) reverse stock split of its common stock (the “Reverse Stock Split”) and a corresponding reduction in the total number of authorized shares of its common stock from 300,000,000 to 30,000,000. The Reverse Stock Split, which was approved by stockholders at an annual stockholder meeting on May 24, 2022, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on January 26, 2023. The Reverse Stock Split was effective on January 26, 2023. All references to common stock, warrants to purchase common stock, options to purchase common stock, share data, per share data and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

Organizational Changes

In May 2023 and June 2023, the Company implemented changes to its organizational structure as part of an operational cost reduction plan and reorganization plan due to the transaction with Cell Ready. In connection with these changes, the Company reduced headcount, including the separation of its former Chief Executive Officer, Peter Hoang, in May 2023 and its former Chief Accounting Officer, Michael Loiacono, in June 2023. During the second quarter of 2023, the Company recorded $0.9 million of severance and termination-related costs. The payments of these costs were completed in July of 2023.

Effective May 1, 2023, the Company’s board of directors appointed Dr. Vera as the Company’s Chief Executive Officer.

Effective June 30, 2023, the board of directors appointed Eliot M. Lurier as the Company’s Interim Chief Financial Officer. Mr. Lurier provides consulting services to the Company pursuant to a consulting agreement between the Company and Danforth Advisors, LLC and receives no compensation directly from the Company.

STOCKHOLDERS' EQUITY - Reverse Stock Split and Common Stock Transactions (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jan. 26, 2023	Dec. 31, 2022
STOCKHOLDERS' EQUITY
Common stock authorized	30,000,000		300,000,000	30,000,000
Proceeds from issuance of common stock, net	$ 1,014,640	$ 63,573
ATM Agreement
STOCKHOLDERS' EQUITY
Number of shares issued	265,334
Proceeds from issuance of common stock, net	$ 1,000,000.0
Minimum
STOCKHOLDERS' EQUITY
Common stock authorized			30,000,000
Maximum
STOCKHOLDERS' EQUITY
Common stock authorized			300,000,000

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)	Common Stock At the Market agreement	Common Stock At the Market Offering and LincoIn Park Agreements	Common Stock	Additional Paid- in Capital At the Market agreement	Additional Paid- in Capital At the Market Offering and LincoIn Park Agreements	Additional Paid- in Capital	Accumulated Deficit	At the Market agreement	At the Market Offering and LincoIn Park Agreements	Total
Beginning Balance at Dec. 31, 2021			$ 8,308			$ 442,095,642	$ (398,118,355)			$ 43,985,595
Beginning Balance, Shares at Dec. 31, 2021			8,307,868
Issuance of common stock for cash			$ 15			63,558				63,573
Issuance of common stock for cash (in shares)			14,800
Stock-based compensation			$ 37			4,626,796				4,626,833
Stock-based compensation (in shares)			37,251
Net loss							(26,074,279)			(26,074,279)
Ending Balance at Sep. 30, 2022			$ 8,360			446,785,996	(424,192,634)			22,601,722
Ending Balance, Shares at Sep. 30, 2022			8,359,919
Beginning Balance at Jun. 30, 2022			$ 8,360			445,290,964	(417,273,051)			28,026,273
Beginning Balance, Shares at Jun. 30, 2022			8,359,919
Stock-based compensation						1,495,032				1,495,032
Net loss							(6,919,583)			(6,919,583)
Ending Balance at Sep. 30, 2022			$ 8,360			446,785,996	(424,192,634)			22,601,722
Ending Balance, Shares at Sep. 30, 2022			8,359,919
Beginning Balance at Dec. 31, 2022			$ 8,406			447,641,680	(428,049,049)			19,601,037
Beginning Balance, Shares at Dec. 31, 2022			8,405,771
Issuance of common stock for cash		$ 277			$ 1,014,363				$ 1,014,640
Issuance of common stock for cash (in shares)		277,834
Issuance of common stock from exercise of stock options			$ 25			85,317				$ 85,342
Issuance of common stock from exercise of stock options (in shares)			25,118							25,118
Issuance of common stock as commitment fee for future financing			$ 180			(180)
Issuance of common stock as commitment fee for future financing (Shares)			180,410
Stock-based compensation						1,439,832				$ 1,439,832
Net loss							(5,433,748)			(5,433,748)
Fractional shares adjustment due to reverse split			(113)
Ending Balance at Sep. 30, 2023			$ 8,888			450,181,012	(433,482,797)			16,707,103
Ending Balance, Shares at Sep. 30, 2023			8,889,020
Beginning Balance at Jun. 30, 2023			$ 8,799			449,526,789	(430,500,836)			19,034,752
Beginning Balance, Shares at Jun. 30, 2023			8,799,173
Issuance of common stock for cash	$ 65			$ 394,602				$ 394,667
Issuance of common stock for cash (in shares)	65,073
Issuance of common stock from exercise of stock options			$ 24			84,580				84,604
Issuance of common stock from exercise of stock options (in shares)			24,774
Stock-based compensation						175,041				175,041
Net loss							(2,981,961)			(2,981,961)
Ending Balance at Sep. 30, 2023			$ 8,888			$ 450,181,012	$ (433,482,797)			$ 16,707,103
Ending Balance, Shares at Sep. 30, 2023			8,889,020

LIQUIDITY AND FINANCIAL CONDITION

9 Months Ended

Sep. 30, 2023

LIQUIDITY AND FINANCIAL CONDITION

LIQUIDITY AND FINANCIAL CONDITION

NOTE 3: LIQUIDITY AND FINANCIAL CONDITION

As of September 30, 2023, the Company had cash and cash equivalents of approximately $17.5 million. The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing; successfully progress its product candidates through preclinical and clinical development; obtain regulatory approval of one or more of its product candidates; maintain and enforce intellectual property rights; develop a customer base; attract, retain and motivate qualified personnel;

and develop strategic alliances and collaborations. From inception, the Company has been funded by a combination of equity and debt financing.

In August 2021, the Company entered a Controlled Equity Offering^SM Sales Agreement (the “ATM Agreement”) with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (the “Sales Agents”), pursuant to which the Company can offer and sell, from time to time at its sole discretion through the Sales Agents, shares of its common stock having an aggregate offering price of up to $75.0 million. Any shares of its common stock sold will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-258687), which the SEC declared effective on August 19, 2021. The shelf registration statement on Form S-3 includes a prospectus supplement covering the offering up to 9.87 million of shares of common stock over the 12 months ending March 22, 2024 pursuant to General Instruction I.B.6 of Form S-3, which limits the amounts that the Company may sell under the registration statement, and in accordance with the ATM agreement. The Sales Agents will be entitled to compensation under the Sales Agreement at a commission rate equal to 3.0% of the gross sales price per share sold under the ATM Agreement, and the Company has provided each of the Sales Agents with indemnification and contribution rights. During the nine months ended September 30, 2023, the Company sold 265,334 shares of its common stock under the ATM Agreement for proceeds of $1.0 million (see Note 10).

In August 2021, the Company received notice of a Product Development Research award totaling approximately $13.1 million from the Cancer Prevention and Research Institute of Texas (“CPRIT”) to support the Company’s Phase 2 clinical trial of its lead multiTAA-specific T cell product MT-401. The CPRIT award is intended to support the adjuvant arm of the Company’s Phase 2 clinical trial evaluating MT-401 when given as an adjuvant therapy to patients with acute myeloid leukemia following a hematopoietic stem cell transplant. The primary objectives of the adjuvant arm of the trial are to evaluate relapse-free survival after MT-401 treatment when compared with a randomized control group. To date, the Company has received $6.9 million of funds from the CPRIT grant. The Company recorded $0.2 million and $2.0 million of grant income related to the CPRIT grant as revenue for the three and nine months ended September 30, 2023, respectively.

In September 2022, the Company received notice from the U.S. Food and Drug Administration (the “FDA”) that it had awarded the Company a $2.0 million grant from the FDA’s Orphan Products Grant program to support the Company’s Phase 2 clinical trial of MT-401 for the treatment of post-transplant AML. The Company recorded $0.0 million and $0.2 million of grant income related to the FDA grant as revenue for the three and nine months ended September 30, 2023, respectively.

In December 2022, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that, upon the terms and subject to the conditions of the agreement, the Company has the right, but not the obligation, to sell to Lincoln Park up to $25,000,000 of shares of its common stock (“the Purchase Shares”) from time to time over a 24-month term, at a variable price with certain market-based terms as defined in the Purchase Agreement. During the nine months ended September 30, 2023, The Company sold 12,500 shares of its common stock under the Lincoln Park agreement for proceeds of $33,000 (See Note 10).

As described in Note 1, on June 26, 2023, the Company completed the previously announced transaction with Cell Ready pursuant to the Cell Ready Purchase Agreement. Pursuant to the Cell Ready Purchase Agreement, effective as of the Closing Date, the Company (i) assigned to Cell Ready the leases for the Manufacturing Facilities, (ii) sold to Cell Ready all of the equipment and leasehold improvements at the Manufacturing Facilities and (iii) assigned to Cell Ready its rights, title and interest in the Company’s MSA, dated April 7, 2023, by and between the Company, Cell Ready and Indapta Therapeutics, Inc., as well as its rights, title and interest in any contracts related to the equipment and Manufacturing Facilities (collectively, the “Purchased Assets”). Following the Closing Date, the Company and Cell Ready have agreed to enter a long-term contract pursuant to which Cell Ready will perform a wide variety of services for the Company, including research and development, manufacturing, and regulatory activity in support of the Company’s clinical trials. The terms of the agreement were not yet finalized by September 30, 2023 and, therefore, the parties have not executed such an agreement. Cell Ready acquired the Purchased Assets for total consideration of $19.0 million. In connection with the purchase of the Manufacturing Facilities, Cell Ready also extended offers of employment to approximately 50 of the Company’s former employees in its manufacturing, development, quality, and regulatory affairs functions.

The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical trials. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities will span many years, will require substantial expenditures to complete, and may ultimately be unsuccessful. Any delays in completing these activities could

adversely impact the Company. The Company plans to meet its capital requirements primarily through the issuance of debt and equity securities and, in the longer term, revenue from sales of its product candidates, if approved.

Based on the Company’s clinical and research and development plans and its timing expectations related to the progress of its programs, the Company expects that its cash and cash equivalents as of September 30, 2023, will enable the Company to fund its operating expenses and capital expenditure requirements into the second half of 2025. Prior to the Cell Ready transaction, there was substantial doubt regarding the Company’s ability to continue as a going concern, which was alleviated by the proceeds from the transaction.

The Company has based this estimate on assumptions that may prove to be wrong, and the Company could utilize its available capital resources sooner than it currently expects. Furthermore, the Company’s operating plan may change, and it may need additional funds sooner than planned to meet operational needs and capital requirements for product development and commercialization. Because of the numerous risks and uncertainties associated with the development and commercialization of the Company’s product candidates and the extent to which the Company may enter into additional collaborations with third parties to participate in their development and commercialization, the Company is unable to estimate the amounts of increased capital outlays and operating expenditures associated with its current and anticipated clinical trials. The Company’s future funding requirements will depend on many factors, as it:

●

initiates or continues clinical trials of its product candidates;

●

continues the research and development of its product candidates and seeks to discover additional product candidates;

●

seeks regulatory approvals for any product candidates that successfully complete clinical trials;

●

maintains and enforces intellectual property rights;

●

enters into contract manufacturing arrangements with Cell Ready or other contract manufacturing organizations for clinical manufacturing supply;

●

establishes sales, marketing and distribution infrastructure and establishes third-party manufacturing capabilities to commercialize any product candidates that may receive regulatory approval;

●

evaluates strategic transactions the Company may undertake; and

●

enhances operational, financial and information management systems and hires additional personnel, including personnel to support development of product candidates and, if a product candidate is approved, commercialization efforts.

The Company does not have sufficient sources of revenue to provide incoming cash flows to sustain its future operations. As outlined above, its ability to pursue its long-term planned business activities is dependent upon its successful efforts to raise additional capital and grant income.

The COVID-19 pandemic, decades-high inflation, and concerns about an economic recession in the United States or other major markets has resulted in, among other things, volatility in the capital markets that may have the effect of reducing the Company’s ability to access capital, which could, in the future, negatively affect the Company’s liquidity. In addition, a recession or market correction due to these factors could materially affect the Company’s business and the value of its common stock.

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2023

NET LOSS PER SHARE

NET LOSS PER SHARE

NOTE 5: NET LOSS PER SHARE

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of net loss per share for the three and nine months ended September 30, 2023 and 2022, respectively:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Numerator:
Loss from continuing operations	$	(2,981,961)	$	(5,726,709)	$	(11,305,768)	$	(16,732,562)
Income (loss) from discontinued operations	$	—	$	(1,192,874)	$	5,872,020	$	(9,341,717)
Net loss	$	(2,981,961)	$	(6,919,583)	$	(5,433,748)	$	(26,074,279)

Denominator:
Weighted average common shares outstanding, basic		8,825,881		8,359,920		8,782,340		8,343,477
Weighted average common shares outstanding, diluted		8,825,881		8,359,920		8,834,512		8,343,477

Net earnings (loss) per share:
Loss from continuing operations, basic and diluted	$	(0.34)	$	(0.69)	$	(1.29)	$	(2.01)
Income (loss) from discontinued operations, basic	$	—	$	(0.14)	$	0.67	$	(1.12)
Income (loss) from discontinued operations, diluted	$	—	$	(0.14)	$	0.66	$	(1.12)
Net loss per share	$	(0.34)	$	(0.83)	$	(0.62)	$	(3.13)

The following securities, rounded to the nearest thousand, were not included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented:


	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2023	2022	2023	2022
Common stock options	800,000	996,000	748,000	996,000
Common stock purchase warrants	1,848,000	1,848,000	1,848,000	1,848,000
Potentially dilutive securities	2,648,000	2,844,000	2,596,000	2,844,000

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock par value (per share)	$ 0.001	$ 0.001
Preferred stock authorized	5,000,000	5,000,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock par value (per share)	$ 0.001	$ 0.001
Common stock authorized	30,000,000	30,000,000
Common stock issued	8,800,000	8,400,000
Common stock outstanding	8,800,000	8,400,000

NATURE OF OPERATIONS (Details) $ in Millions			3 Months Ended
NATURE OF OPERATIONS (Details) $ in Millions	Jun. 26, 2023 USD ($) employee	Jan. 26, 2023 shares	Jun. 30, 2023 USD ($)	Sep. 30, 2023 shares	Dec. 31, 2022 shares
NATURE OF OPERATIONS
Reverse stock split		1-for-10
Common stock authorized \| shares		300,000,000		30,000,000	30,000,000
Severance and termination-related costs \| $			$ 0.9
Cell Ready Purchase Agreement
NATURE OF OPERATIONS
Consideration for purchased assets \| $	$ 19.0
Number of former employees offered employment \| employee	50
Cell Ready Purchase Agreement \| Discontinued Operations, Disposed of by Sale
NATURE OF OPERATIONS
Consideration for purchased assets \| $	$ 19.0
Number of former employees offered employment \| employee	50
Maximum
NATURE OF OPERATIONS
Common stock authorized \| shares		300,000,000
Minimum
NATURE OF OPERATIONS
Common stock authorized \| shares		30,000,000

NET LOSS PER SHARE - Computation of loss per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Loss from continuing operations	$ (2,981,961)	$ (5,726,709)	$ (11,305,768)	$ (16,732,562)
Income (loss) from discontinued operations		(1,192,874)	5,872,020	(9,341,717)
Net loss	$ (2,981,961)	$ (6,919,583)	$ (5,433,748)	$ (26,074,279)
Denominator:
Weighted average common shares outstanding, basic	8,825,881	8,359,920	8,782,340	8,343,477
Weighted average common shares outstanding, diluted	8,825,881	8,359,920	8,834,512	8,343,477
Net earnings (loss) per share:
Loss from continuing operations, basic	$ (0.34)	$ (0.69)	$ (1.29)	$ (2.01)
Loss from continuing operations, diluted	(0.34)	(0.69)	(1.29)	(2.01)
Income (loss) from discontinued operations, basic		(0.14)	0.67	(1.12)
Income (loss) from discontinued operations, diluted		(0.14)	0.66	(1.12)
Net loss per share, basic	(0.34)	(0.83)	(0.62)	(3.13)
Net loss per share, diluted	$ (0.34)	$ (0.83)	$ (0.62)	$ (3.13)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical)	Jan. 26, 2023
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Reverse stock split	1-for-10

LEASES

9 Months Ended

Sep. 30, 2023

LEASES

LEASES

NOTE 8: LEASES

Substantially all the previously reported leases were disposed of as a result of the Cell Ready transaction (see Note 6).

LIQUIDITY AND FINANCIAL CONDITION (Details)			1 Months Ended	3 Months Ended		9 Months Ended
LIQUIDITY AND FINANCIAL CONDITION (Details)	Jun. 26, 2023 USD ($) employee	Aug. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($) shares
LIQUIDITY AND FINANCIAL CONDITION
Cash and cash equivalents			$ 11,782,172	$ 17,473,899		$ 17,473,899
Proceeds from issuance of common stock, net						1,014,640	$ 63,573
Amount of notice received		$ 13,100,000
Funds received from CPRIT grant						6,900,000
Grant receivable					$ 2,000,000.0		2,000,000.0
Revenue recognized				257,606	999,571	2,254,601	2,754,401
Total compensation amount						714,899	$ 2,921,765
Common Stock
LIQUIDITY AND FINANCIAL CONDITION
Number of shares issued \| shares							14,800
Grant income
LIQUIDITY AND FINANCIAL CONDITION
Revenue from CPRIT				200,000		2,000,000.0
Revenue recognized				257,606	999,571	2,254,601	$ 2,754,401
FDA grant
LIQUIDITY AND FINANCIAL CONDITION
Grant receivable					$ 2,000,000.0		$ 2,000,000.0
Revenue recognized				$ 0.0		$ 200,000
Lincoln Park
LIQUIDITY AND FINANCIAL CONDITION
Number of shares issued \| shares						12,500
Proceeds from issuance of common stock, net						$ 33,000
Lincoln Park \| Common Stock
LIQUIDITY AND FINANCIAL CONDITION
Stock issued during period other			$ 25,000,000
ATM Agreement
LIQUIDITY AND FINANCIAL CONDITION
Aggregate offering price		75,000,000.0
ATM Agreement \| Sales Agents
LIQUIDITY AND FINANCIAL CONDITION
Aggregate offering price		$ 9,870,000
Commission rate		3.00%
Number of shares issued \| shares						265,334
Proceeds from issuance of common stock, net						$ 1,000,000.0
Cell Ready Purchase Agreement
LIQUIDITY AND FINANCIAL CONDITION
Consideration for purchased assets	$ 19,000,000.0
Offers employment to number of employees \| employee	50

NET LOSS PER SHARE - Dilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
NET LOSS PER SHARE
Potentially dilutive securities	2,648,000	2,844,000	2,596,000	2,844,000
Common stock options
NET LOSS PER SHARE
Potentially dilutive securities	800,000	996,000	748,000	996,000
Common stock purchase warrants
NET LOSS PER SHARE
Potentially dilutive securities	1,848,000	1,848,000	1,848,000	1,848,000

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 07, 2023
Entity Addresses [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-37939
Entity Registrant Name	MARKER THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-4497941
Entity Address, Address Line One	9350 Kirby Drive, Suite 300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77054
City Area Code	713
Local Phone Number	400-6400
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MRKR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,889,020
Entity Central Index Key	0001094038
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Former Address
Entity Addresses [Line Items]
Entity Information, Former Legal or Registered Name	4551 Kennedy Commerce Drive, Houston, Texas, 77032

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2023
SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation	Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Marker Cell Therapy, Inc. and GeneMax Pharmaceuticals Inc., a dormant subsidiary that wholly owns GeneMax Pharmaceuticals Canada, Inc. All significant intercompany balances and transactions are eliminated upon consolidation (see Note 6 for information on discontinued operations).
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. 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 may differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies, controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: research and development expense, stock-based compensation expense, and income taxes.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity date of three months or less, when acquired, to be cash equivalents.
Cash Concentration Risk	Cash Concentration Risk The Federal Deposit Insurance Corporation (the “FDIC”) insurance limits are $250,000 per depositor per insured bank. The Company had cash balances of $17.2 million and $11.5 million uninsured by the FDIC as of September 30, 2023 and December 31, 2022, respectively.
Discontinued Operations	Discontinued Operations The Purchased Assets sold to Cell Ready pursuant to the Cell Ready Purchase Agreement constituted a significant disposition and as such, the Company concluded that the disposition of its Purchased Assets represented a strategic shift that had a major effect on its operations and financial results. Therefore, the Purchased Assets, related party revenue, service revenue and related expenses are classified as discontinued operations for all periods presented herein. See Note 6 for further information.
New Accounting Standards	New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its consolidated financial position or results of operations upon adoption. There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 22, 2023.

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE
Accounts payable	$ 1,165,000	$ 1,101,000
Compensation and benefits	71,000	750,000
Professional fees	1,119,000	518,000
Arbitration settlement fees		114,000
Other	317,000	38,000
Total accounts payable, accrued liabilities and related party payable	2,672,000	$ 2,521,000
Total related party payable	$ 367,915
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

9 Months Ended

Sep. 30, 2023

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

NOTE 9: ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

Accounts payable and accrued liabilities consist of the following as of September 30, 2023 and December 31, 2022, respectively:


	September 30,		December 31,
	2023		2022
Accounts payable	$	1,165,000	$	1,101,000
Compensation and benefits		71,000		750,000
Professional fees		1,119,000		518,000
Arbitration settlement fees		—		114,000
Other		317,000		38,000
Total accounts payable, accrued liabilities and related party payable	$	2,672,000	$	2,521,000

$0.4 million of the total above reflects a related-party payable to Cell Ready.

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2023

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 11: STOCK-BASED COMPENSATION

Stock Options

2022 Equity Incentive Awards

On February 27, 2023, pursuant to the Company’s 2020 Equity Incentive Plan, the compensation committee of the Company’s board of directors approved a total of 316,855 options to purchase the Company’s common stock as equity-based incentive awards to the Company’s executive officers and management team. Each option award was granted with an exercise price of $2.14 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on February 27, 2023, with the option award vesting in 48 equal monthly installments over a four-year period, subject to such executive officer’s continued service on the applicable vesting date. Additionally, on February 27, 2023, the compensation committee of the Company’s board of directors approved a total of 87,677 options to purchase the Company’s common stock to non-executive employees and management team of the Company as equity-based incentive awards. Each option award was granted with an exercise price of $2.14 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on February 27, 2023, with the option award vesting in 48 equal monthly installments over a four-year period, subject to such employee’s continued service on the applicable vesting date.

The above awards were in addition to 7,000 stock option awards issued during the three months ended March 31, 2023 to new employees upon their commencement of employment with the Company. Each option award was granted with an exercise price of $2.769 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on January 3, 2023, with 25% of the option award vesting in one year and the remaining 75% vesting in 36 equal monthly installments thereafter over a three-year period, subject to such employee’s continued service on the applicable vesting date.

On May 10, 2023, the Company’s board of directors approved a one-time share option grant of 100,000 shares of common stock to Dr. Vera for his appointment as the Company’s Chief Executive Officer. The option has a term of ten years and will vest in equal annual installments on May 10, 2024, May 10, 2025, May 10, 2026, and May 10, 2027, subject to Mr. Vera’s continued service to the Company as of the applicable vesting date. Each option award was granted with an exercise price of $1.42 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on May 10, 2023.

On June 6, 2023, pursuant to the Company’s Non-Employee Director Compensation Policy, which had previously been approved by the Company’s board of directors, a total of 32,000 stock option awards were issued to independent members of the board of directors of the Company. Each option award was granted with an exercise price of $1.72 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on June 6, 2023. Each option award will vest in one year subject to the director’s continuance of service through June 6, 2024.

A summary of the Company’s stock option activity for the three months ended September 30, 2023 is as follows:


						Weighted Average
						Remaining
		Weighted Average				Contractual
	Number of Shares	Exercise Price		Total Intrinsic Value		Life (in years)
Outstanding as of January 1, 2023	886,173	$	42.90	$	—	7.3
Granted	544,532		1.99		—	9.5
Exercised	(25,118)		5.85		—	—
Canceled/Expired	(605,693)		32.67		—	—
Outstanding as of September 30, 2023	799,894	$	24.01	$	1,019,000	7.9
Options vested and exercisable	381,732	$	45.72	$	114,000	6.5

The Black-Scholes option pricing model is used to estimate the fair value of stock options granted under the Company’s share-based compensation plans. The weighted average assumptions used in calculating the fair values of stock options that were granted during the nine months ended September 30, 2023 was as follows:


	For the Nine Months Ended
	September 30, 2023
Exercise price	$	1.99
Expected term (years)		6.0
Expected stock price volatility		91	%
Risk-free rate of interest		4	%
Expected dividend rate		0	%

The following table sets forth stock-based compensation expenses recorded during the respective periods:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Stock Compensation expenses:
Research and development	$	106,000	$	201,000	$	299,000	$	599,000
General and administrative		69,000		735,000		416,000		2,323,000
Stock compensation in continuing operations		175,000		936,000		715,000		2,922,000
Stock compensation in discontinued operations		—		560,000		725,000		1,705,000
Total stock compensation expenses	$	175,000	$	1,496,000	$	1,440,000	$	4,627,000

During the nine months ended September 30, 2023, the Company recorded incremental stock-based compensation expense of approximately $0.3 million pertaining to the modification of stock options in connection with the termination of certain employees that were hired by Cell Ready or transitioned to independent consultants. The modification provided for an acceleration of unvested options, resulting in a change in compensation expense that was immediately recognized. $0.2 million is reflected in loss from discontinued operations.

As of September 30, 2023, the total stock-based compensation cost related to unvested awards not yet recognized was $0.8 million. The expected weighted average period compensation costs to be recognized was approximately 1.8 years. Future option grants will impact the compensation expense recognized.

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Cash, FDIC insured amount	$ 250,000
Cash, uninsured amount	$ 17,200,000	$ 11,500,000

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2023

DISCONTINUED OPERATIONS

Schedule of balance sheet and income statement information of discontinued operations


	September 30, 2023		December 31, 2022
Prepaid expenses and other current assets	$	—	$	585,840
Total current assets of discontinued operations		—		585,840
Fixed Assets		—		12,323,143
Right of use assets		—		5,479,786
Total non-current assets of discontinued operations				17,802,929
Total assets of discontinued operations	$	—	$	18,388,769

Accounts payable	$	—	$	2,183,418
Related party deferred revenue		—		2,500,000
Short-term lease liabilities		—		577,198
Total current liabilities of discontinued operations		—		5,260,616
Long-term lease liabilities		—		7,039,338
Total non-current liabilities of discontinued operations		—		7,039,338
Total liabilities of discontinued operations	$	—	$	12,299,954


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenues:
Service revenue	$	—	$	—	$	816,641	$	—
Related party service revenue		—		2,950,000		3,500,000		2,950,000
Total revenues		—		2,950,000		4,316,641		2,950,000
Operating expenses:
Research and development		—		3,724,997		6,561,957		11,112,122
General and administrative		—		417,877		677,090		1,179,595
Total operating expenses		—		4,142,874		7,239,048		12,291,717
Loss from discontinued operations	$	—	$	(1,192,874)	$	(2,922,406)	$	(9,341,717)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483475/205-20-45-11

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3A

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4A

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4B

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5A

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5D

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3A

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-SubTopic 20
-Topic 205
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3

+ Details

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE (Tables)

9 Months Ended

Sep. 30, 2023

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

Schedule of accounts payable and accrued liabilities


	September 30,		December 31,
	2023		2022
Accounts payable	$	1,165,000	$	1,101,000
Compensation and benefits		71,000		750,000
Professional fees		1,119,000		518,000
Arbitration settlement fees		—		114,000
Other		317,000		38,000
Total accounts payable, accrued liabilities and related party payable	$	2,672,000	$	2,521,000

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2023

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 7: PROPERTY AND EQUIPMENT

Substantially all the previously reported property and equipment was disposed of as part of the Cell Ready transaction (see Note 6).

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (5,433,748)	$ (26,074,279)
Less: gain (loss) from discontinued operations, net of tax	5,872,020	(9,341,717)
Net loss from continuing operations	(11,305,768)	(16,732,562)
Reconciliation of net loss to net cash used in operating activities:
Stock-based compensation	714,899	2,921,765
Gain on lease termination		(278,681)
Changes in operating assets and liabilities:
Prepaid expenses and deposits	(80,116)	(204,222)
Other receivables	2,318,691	(1,680,782)
Accounts payable and accrued expenses	208,348	(289,148)
Deferred revenue	107,530	(1,146,186)
Net cash used in operating activities - continuing operations	(8,036,416)	(17,409,816)
Net cash used in operating activities - discontinued operations	(6,035,961)	(3,256,915)
Net cash used in operating activities	(14,072,377)	(20,666,731)
Cash Flows from Investing Activities:
Net cash provided by (used in) investing activities - discontinued operations	18,664,122	(4,817,794)
Net cash provided by (used in) investing activities	18,664,122	(4,817,794)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock, net	1,014,640	63,573
Proceeds from stock options exercise	85,342
Net cash provided by financing activities	1,099,982	63,573
Net increase (decrease) in cash, cash equivalents and restricted cash	5,691,727	(25,420,952)
Cash, cash equivalents and restricted cash at beginning of the period	11,782,172	43,497,331
Cash, cash equivalents and restricted cash at end of the period	$ 17,473,899	$ 18,076,379

STOCK-BASED COMPENSATION - Weighted average assumptions (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares
STOCK-BASED COMPENSATION
Exercise price	$ 1.99
Expected term (years)	6 years
Expected stock price volatility	91.00%
Risk-free rate of interest	4.00%
Expected dividend rate	0.00%

STOCKHOLDERS' EQUITY - Stock Purchase Agreement (Details) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Jan. 31, 2023	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
STOCKHOLDERS' EQUITY
Aggregate proceeds from shares issued under the purchase agreement					$ 63,573
Proceeds from Issuance of Common Stock				$ 1,014,640	$ 63,573
Issuance of common stock from exercise of stock options			$ 84,604	$ 85,342
Issuance of common stock from exercise of stock options (in shares)				25,118
Lincoln Park
STOCKHOLDERS' EQUITY
Issuance of common stock for cash (in shares)				12,500
Proceeds from Issuance of Common Stock				$ 33,000
Stock Purchase Agreement \| Lincoln Park
STOCKHOLDERS' EQUITY
Aggregate proceeds from shares issued under the purchase agreement		$ 25,000,000
Issuance of common stock for cash (in shares)	180,410			12,500
Proceeds from Issuance of Common Stock				$ 33,000
Commitment fee	$ 500,000

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 17,473,899	$ 11,782,172
Prepaid expenses and deposits	1,929,355	1,849,239
Other receivables	83,313	2,402,004
Current assets of discontinued operations		585,840
Total current assets	19,486,567	16,619,255
Non-current assets of discontinued operations		17,802,929
Total assets	19,486,567	34,422,184
Current liabilities:
Accounts payable and accrued liabilities	2,304,019	2,521,193
Total related party payable	$ 367,915
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]
Deferred revenue	$ 107,530
Current liabilities of discontinued operations		5,260,616
Total current liabilities	2,779,464	7,781,809
Non-current liabilities of discontinued operations		7,039,338
Total liabilities	2,779,464	14,821,147
Stockholders' equity:
Preferred stock, $0.001 par value, 5 million shares authorized, 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
Common stock, $0.001 par value, 30 million shares authorized, 8.8 million and 8.4 million shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively (see Note 10)	8,888	8,406
Additional paid-in capital	450,181,012	447,641,680
Accumulated deficit	(433,482,797)	(428,049,049)
Total stockholders' equity	16,707,103	19,601,037
Total liabilities and stockholders' equity	$ 19,486,567	$ 34,422,184

STOCK-BASED COMPENSATION - Stock option activity (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares shares
STOCK-BASED COMPENSATION
Exercised (Shares)	(25,118)
Common stock options
STOCK-BASED COMPENSATION
Number of Shares Outstanding, Beginning Balance	886,173
Granted (Shares)	544,532
Exercised (Shares)	(25,118)
Number of Shares, Cancelled / Expired	(605,693)
Number of Shares Outstanding, Ending Balance	799,894	886,173
Number of Shares, Options vested and exercisable	381,732
Weighted Average Exercise Price per Share Outstanding, Beginning Balance \| $ / shares	$ 42.90
Weighted Average Exercise Price per Share, Granted \| $ / shares	1.99
Weighted Average Exercise Price per Share, Exercised \| $ / shares	5.85
Weighted Average Exercise Price per Share, Cancelled / Expired \| $ / shares	32.67
Weighted Average Exercise Price per Share Outstanding, Ending Balance \| $ / shares	24.01	$ 42.90
Weighted Average Exercise Price, Options vested and exercisable \| $ / shares	$ 45.72
Total Intrinsic Value Outstanding \| $	$ 1,019,000
Total Intrinsic Value, Options vested and exercisable \| $	$ 114,000
Weighted Average Remaining Contractual Life, Outstanding	7 years 10 months 24 days	7 years 3 months 18 days
Weighted Average Remaining Contractual Life, Options granted	9 years 6 months
Weighted Average Remaining Contractual Life, Options vested and exercisable	6 years 6 months

LEGAL PROCEEDINGS

9 Months Ended

Sep. 30, 2023

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

NOTE 13: LEGAL PROCEEDINGS

From time to time, the Company may be party to ordinary, routine litigation incidental to their business. The Company knows of no material, active or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company’s interest. The Company is not currently a party to any material legal proceedings, and the Company is not aware of any pending or threatened legal proceeding against it that it believes could have an adverse effect on its business, operating results, or financial condition.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical)	Jan. 26, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Reverse stock split	1-for-10

GRANT INCOME

9 Months Ended

Sep. 30, 2023

GRANT INCOME

GRANT INCOME

NOTE 12: GRANT INCOME

CPRIT

In August 2021, the Company received notice of a Product Development Research award totaling approximately $13.1 million from CPRIT to support the Company’s Phase 2 clinical trial of MT-401. The CPRIT award is intended to support the adjuvant arm of the Company’s Phase 2 clinical trial evaluating MT-401 when given as an adjuvant therapy to patients with acute myeloid leukemia

following a hematopoietic stem cell transplant. The primary objectives of the adjuvant arm of the trial are to evaluate relapse-free survival after MT-401 treatment when compared with a randomized control group.

If restricted cash is received from grants in advance of incurring qualifying costs, it is recorded as deferred revenue and recognized as revenue when qualifying costs are incurred. There was no restricted cash recorded as of September 30, 2023 and as of December 31, 2022. If qualifying grant income is earned in advance of cash received from grants, it is recognized as revenue and recorded as other receivable.

The Company recorded $0.2 million and $2.0 million of grant income related to the CPRIT grant as revenue for the three and nine months ended September 30, 2023, respectively. In July 2023, the Company received $2.1 million from CPRIT.

FDA

In September 2022, the Company received notice from the FDA that it had awarded the Company a $2.0 million grant from the FDA’s Orphan Products Grant program to support the Company’s Phase 2 clinical trial of MT-401 for the treatment of post-transplant AML. The Company recorded $0.0 million and $0.2 million of grant income related to the FDA grant as revenue for the three and nine months ended September 30, 2023, respectively.

National Institutes of Health Small Business Innovation Research

In May 2023, we announced that we had received a $2.0 million grant from the National Institutes of Health Small Business Innovation Research program to support the development and investigation of MT-401 for the treatment of AML patients following standard-of-care therapy with hypomethylating agents. The Company has not received any funds associated with this grant.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

RELATED PARTY EXPENSES

9 Months Ended

Sep. 30, 2023

RELATED PARTY EXPENSES

RELATED PARTY EXPENSES

NOTE 14: RELATED PARTY EXPENSES

The following table sets forth related party transaction expenses recorded for the three and nine months ended September 30, 2023 and 2022, respectively.


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Baylor College of Medicine	$	—	$	1,000	$	13,000	$	1,142,000
Bio-Techne Corporation		—		—		—		101,000
Cell Ready		368,000		—		368,000		—
Wilson Wolf Manufacturing Corporation		—		71,000		277,000		172,000
Total Research and development	$	368,000	$	72,000	$	658,000	$	1,415,000

Agreements with The Baylor College of Medicine (“BCM”)

In November 2018, January 2020 and February 2020, the Company entered in Sponsored Research Agreements with BCM, which provided for the conduct of research for the Company by credentialed personnel at BCM’s Center for Cell and Gene Therapy.

In September 2019, May 2020 and July 2021, the Company entered into Clinical Supply Agreements with BCM, which provided for BCM to provide to the Company multi tumor antigen specific products.

In October 2019, the Company entered in a Workforce Grant Agreement with BCM, which provided for BCM to provide to the Company manpower costs of projects for manufacturing, quality control testing and validation run activities.

In August 2020, the Company entered into a Clinical Trial Agreement with BCM, which provided for BCM to provide to the Company investigator-initiated research studies.

The Company has also entered into a Clinical Site Agreement with BCM, which provided for BCM to conduct clinical trials for the Company and is a part of continuing operations.

Purchases from Bio-Techne Corporation

The Company is currently utilizing Bio-Techne Corporation and two of its brands for the purchases of reagents, primarily cytokines. Mr. David Eansor is a member of the Company’s board of directors and was serving as the President of the Protein Sciences Segment of Bio-Techne Corporation. Mr. Eansor resigned from Bio-Techne Corporation on March 1, 2022, and as such, two months of transactions in 2022 are included in the table above.

Purchases from Wilson Wolf

The Company is currently utilizing Wilson Wolf for the purchases of cell culture devices called G-Rexes. Mr. John Wilson is a member of the Company’s board of directors and is serving as the CEO of Wilson Wolf Manufacturing Corporation.

Purchases from Cell Ready, LLC

The Company is currently utilizing Cell Ready, LLC for its clinical manufacturing supply. Mr. John Wilson is a member of the Company’s board of directors and is serving as the CEO of Cell Ready, LLC.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

RELATED PARTY EXPENSES (Tables)

9 Months Ended

Sep. 30, 2023

RELATED PARTY EXPENSES


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Baylor College of Medicine	$	—	$	1,000	$	13,000	$	1,142,000
Bio-Techne Corporation		—		—		—		101,000
Cell Ready		368,000		—		368,000		—
Wilson Wolf Manufacturing Corporation		—		71,000		277,000		172,000
Total Research and development	$	368,000	$	72,000	$	658,000	$	1,415,000

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2023

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 10: STOCKHOLDERS’ EQUITY

Reverse Stock Split

On January 26, 2023, the Company effected the Reverse Stock Split and a corresponding reduction in the total number of authorized shares of its common stock from 300,000,000 to 30,000,000. The Reverse Stock Split, which was approved by stockholders at an annual stockholder meeting on May 24, 2022, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on January 26, 2023. The Reverse Stock Split was effective on January 26, 2023. All historical share and per share amounts reflected in this report have been adjusted to reflect the Reverse Stock Split.

Common Stock Transactions

Issuance of Stock Pursuant to ATM Agreement

During the nine months ended September 30, 2023, the Company sold 265,334 shares of its common stock under the ATM Agreement for proceeds of $1.0 million.

Stock Purchase Agreement

In December 2022, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park which provides that, upon the terms and subject to the conditions of the agreement, the Company has the right, but not the obligation, to sell to Lincoln Park up to $25,000,000 of shares of its common stock (the “Purchase Shares”) from time to time over a 24-month term, at a variable price with certain market-based terms as defined in the Purchase Agreement. The Purchase Agreement does not exhibit any of the characteristics for liability classification under ASC Topic 480, Distinguishing Liabilities from Equity. Instead, the purchase agreement is indexed to the Company’s own stock under ASC Subtopic 815-40, Contracts in Entity’s Own Equity, and classified as equity. In January 2023, Lincoln Park was issued 180,410 shares of stock as a commitment fee at a value of $0.5 million. During the nine months ended September 30, 2023, the Company sold 12,500 shares of its common stock under the Purchase Agreement for proceeds of approximately $33,000.

Exercise of Stock Options

During the nine months ended September 30, 2023, certain outstanding options were exercised for 25,118 shares of common stock, providing aggregate proceeds to the Company of approximately $0.1 million.

Share Purchase Warrants

A summary of the Company’s share purchase warrants as of September 30, 2023 and changes during the period is presented below:


				Weighted Average
	Number of	Weighted Average		Remaining Contractual	Total Intrinsic
	Warrants	Exercise Price		Life (in years)	Value
Balance - January 1, 2023	1,848,000	$	44.51	0.79	$	—
Expired or cancelled	—		—	—		—
Balance - September 30, 2023	1,848,000	$	44.51	0.04	$	—

All warrants outstanding at September 30, 2023 expired according to their terms on October 16, 2023.

- Definition

The entire disclosure for equity.

+ References

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

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2023

STOCKHOLDERS' EQUITY (Tables)

Schedule of share purchase warrants


				Weighted Average
	Number of	Weighted Average		Remaining Contractual	Total Intrinsic
	Warrants	Exercise Price		Life (in years)	Value
Balance - January 1, 2023	1,848,000	$	44.51	0.79	$	—
Expired or cancelled	—		—	—		—
Balance - September 30, 2023	1,848,000	$	44.51	0.04	$	—

STOCK-BASED COMPENSATION - Additional Information (Details)					9 Months Ended
	Jun. 06, 2023 $ / shares shares	May 10, 2023 $ / shares shares	Feb. 27, 2023 installment $ / shares shares	Jan. 03, 2023 installment $ / shares	Sep. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 shares
STOCK-BASED COMPENSATION
Exercise price \| $ / shares					$ 1.99
Compensation cost not yet recognized \| $					$ 800,000
Compensation cost not yet recognized, period for recognition					1 year 9 months 18 days
Issuance of common stock from exercise of stock options (in shares) \| shares					25,118
Proceeds from exercise of stock options \| $					$ 85,342
Incremental stock-based compensation expense in connection with the termination of certain employees \| $					300,000
Loss from discontinued operations.
STOCK-BASED COMPENSATION
Incremental stock-based compensation expense in connection with the termination of certain employees \| $					$ 200,000
2022 Equity Incentive Awards \| Employees
STOCK-BASED COMPENSATION
Number of options to purchase shares \| shares						7,000
Exercise price \| $ / shares				$ 2.769
Vesting percentage				25.00%
2022 Equity Incentive Awards \| Employees \| Tranche one
STOCK-BASED COMPENSATION
Award vesting period				1 year
2022 Equity Incentive Awards \| Employees \| Tranche two
STOCK-BASED COMPENSATION
Number of equal monthly installments of award \| installment				36
Award vesting period				3 years
Vesting percentage				75.00%
2022 Equity Incentive Awards \| Chief Executive Officer, President and Chairman \| Employees
STOCK-BASED COMPENSATION
Number of Shares, Granted \| shares		100,000
Exercise price \| $ / shares		$ 1.42
Award vesting period		10 years
2022 Equity Incentive Awards \| Director \| Non employee
STOCK-BASED COMPENSATION
Number of Shares, Granted \| shares	32,000
Exercise price \| $ / shares	$ 1.72
Award vesting period	1 year
2022 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Executive officer
STOCK-BASED COMPENSATION
Number of Shares, Granted \| shares			316,855
Exercise price \| $ / shares			$ 2.14
Number of equal monthly installments of award \| installment			48
Award vesting period			4 years
2022 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Non-executive employees
STOCK-BASED COMPENSATION
Number of Shares, Granted \| shares			87,677
Exercise price \| $ / shares			$ 2.14
Number of equal monthly installments of award \| installment			48
Award vesting period			4 years

STOCK BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2023

STOCK-BASED COMPENSATION

Schedule of the company's stock option activity


						Weighted Average
						Remaining
		Weighted Average				Contractual
	Number of Shares	Exercise Price		Total Intrinsic Value		Life (in years)
Outstanding as of January 1, 2023	886,173	$	42.90	$	—	7.3
Granted	544,532		1.99		—	9.5
Exercised	(25,118)		5.85		—	—
Canceled/Expired	(605,693)		32.67		—	—
Outstanding as of September 30, 2023	799,894	$	24.01	$	1,019,000	7.9
Options vested and exercisable	381,732	$	45.72	$	114,000	6.5

Schedule of weighted average assumptions used in calculating the fair values of stock options that were granted


	For the Nine Months Ended
	September 30, 2023
Exercise price	$	1.99
Expected term (years)		6.0
Expected stock price volatility		91	%
Risk-free rate of interest		4	%
Expected dividend rate		0	%

Schedule of stock-based compensation expenses


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Stock Compensation expenses:
Research and development	$	106,000	$	201,000	$	299,000	$	599,000
General and administrative		69,000		735,000		416,000		2,323,000
Stock compensation in continuing operations		175,000		936,000		715,000		2,922,000
Stock compensation in discontinued operations		—		560,000		725,000		1,705,000
Total stock compensation expenses	$	175,000	$	1,496,000	$	1,440,000	$	4,627,000

DISCONTINUED OPERATIONS - Operations (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
DISCONTINUED OPERATIONS
Total revenues	$ 2,950,000	$ 4,316,641	$ 2,950,000
Total operating expenses	4,142,874	7,239,048	12,291,717
Loss from discontinued operations	(1,192,874)	(2,922,406)	(9,341,717)
Research and development
DISCONTINUED OPERATIONS
Total operating expenses	3,724,997	6,561,957	11,112,122
General and administrative
DISCONTINUED OPERATIONS
Total operating expenses	417,877	677,090	1,179,595
Service revenue
DISCONTINUED OPERATIONS
Total revenues		816,641
Related party service revenue
DISCONTINUED OPERATIONS
Total revenues	$ 2,950,000	$ 3,500,000	$ 2,950,000

STOCK-BASED COMPENSATION- Stock-based compensation expenses (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
STOCK-BASED COMPENSATION
Stock compensation in continuing operations	$ 175,000	$ 936,000	$ 715,000	$ 2,922,000
Stock compensation in discontinued operations		560,000	725,000	1,705,000
Total stock compensation expenses	175,000	1,496,000	1,440,000	4,627,000
Research and development
STOCK-BASED COMPENSATION
Stock compensation in continuing operations	106,000	201,000	299,000	599,000
General and administrative
STOCK-BASED COMPENSATION
Stock compensation in continuing operations	$ 69,000	$ 735,000	$ 416,000	$ 2,323,000

NET LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2023

NET LOSS PER SHARE

Schedule of computation of net loss per share


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Numerator:
Loss from continuing operations	$	(2,981,961)	$	(5,726,709)	$	(11,305,768)	$	(16,732,562)
Income (loss) from discontinued operations	$	—	$	(1,192,874)	$	5,872,020	$	(9,341,717)
Net loss	$	(2,981,961)	$	(6,919,583)	$	(5,433,748)	$	(26,074,279)

Denominator:
Weighted average common shares outstanding, basic		8,825,881		8,359,920		8,782,340		8,343,477
Weighted average common shares outstanding, diluted		8,825,881		8,359,920		8,834,512		8,343,477

Net earnings (loss) per share:
Loss from continuing operations, basic and diluted	$	(0.34)	$	(0.69)	$	(1.29)	$	(2.01)
Income (loss) from discontinued operations, basic	$	—	$	(0.14)	$	0.67	$	(1.12)
Income (loss) from discontinued operations, diluted	$	—	$	(0.14)	$	0.66	$	(1.12)
Net loss per share	$	(0.34)	$	(0.83)	$	(0.62)	$	(3.13)

Schedule of anti-dilutive securities


	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2023	2022	2023	2022
Common stock options	800,000	996,000	748,000	996,000
Common stock purchase warrants	1,848,000	1,848,000	1,848,000	1,848,000
Potentially dilutive securities	2,648,000	2,844,000	2,596,000	2,844,000

GRANT INCOME (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
GRANT INCOME (Details) - USD ($)	Jul. 31, 2023	Aug. 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	May 31, 2023	Dec. 31, 2022
GRANT INCOME
Receipt of product development research award		$ 13,100,000
Revenue recognized			$ 257,606	$ 999,571	$ 2,254,601	$ 2,754,401
Grant receivable				2,000,000.0		2,000,000.0
Grant income
GRANT INCOME
Revenue recognized			257,606	999,571	2,254,601	2,754,401
CPRIT grant
GRANT INCOME
Restricted cash recorded			0		0			$ 0
Revenue recognized	$ 2,100,000		200,000		2,000,000.0
FDA grant
GRANT INCOME
Revenue recognized			$ 0.0		$ 200,000
Grant receivable				$ 2,000,000.0		$ 2,000,000.0
National Institutes of Health Small Business Innovation Research
GRANT INCOME
Grant receivable							$ 2,000,000.0

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Total revenues	$ 257,606	$ 999,571	$ 2,254,601	$ 2,754,401
Operating expenses:
Research and development	2,044,980	3,591,897	7,799,472	9,786,138
General and administrative	1,412,672	3,234,133	6,098,716	9,720,598
Total operating expenses	3,457,652	6,826,030	13,898,188	19,506,736
Loss from operations	(3,200,046)	(5,826,459)	(11,643,587)	(16,752,335)
Other income (expenses):
Arbitration settlement				(118,880)
Interest income	218,085	99,750	337,819	138,653
Loss from continuing operations	(2,981,961)	(5,726,709)	(11,305,768)	(16,732,562)
Discontinued operations:
Loss from discontinued operations, net of tax		(1,192,874)	(2,922,406)	(9,341,717)
Gain on disposal of discontinued operations			8,794,426
Income (loss) from discontinued operations		(1,192,874)	5,872,020	(9,341,717)
Net loss	$ (2,981,961)	$ (6,919,583)	$ (5,433,748)	$ (26,074,279)
Net earnings (loss) per share:
Loss from continuing operations, basic	$ (0.34)	$ (0.69)	$ (1.29)	$ (2.01)
Income (loss) from discontinued operations, basic		(0.14)	0.67	(1.12)
Net loss per share, basic	(0.34)	(0.83)	(0.62)	(3.13)
Loss from continuing operations, diluted	(0.34)	(0.69)	(1.29)	(2.01)
Income (loss) from discontinued operations, diluted		(0.14)	0.66	(1.12)
Net loss per share, diluted	$ (0.34)	$ (0.83)	$ (0.62)	$ (3.13)
Weighted average number of common shares outstanding, basic	8,825,881	8,359,920	8,782,340	8,343,477
Weighted average number of common shares outstanding, diluted	8,825,881	8,359,920	8,834,512	8,343,477
Grant income
Revenues:
Total revenues	$ 257,606	$ 999,571	$ 2,254,601	$ 2,754,401

STOCKHOLDERS' EQUITY - Share Purchase Warrants (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
WARRANTS
Number of Warrants, Beginning balance	1,848,000
Number of Warrants, Ending balance	1,848,000	1,848,000
Weighted Average Exercise Price, Beginning Balance	$ 44.51
Weighted Average Exercise Price, Ending Balance	$ 44.51	$ 44.51
Weighted Average Remaining Contractual Life (in years)	14 days	9 months 14 days

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2023

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

NOTE 6: DISCONTINUED OPERATIONS

As discussed in Note 1, on June 26, 2023, the Company completed the previously announced transaction with Cell Ready for cash consideration of $19.0 million, resulting in derecognition of the Purchased Assets and a gain on sale of approximately $8.8 million.

The assets and liabilities classified in discontinued operations as of September 30, 2023 and December 31, 2022 are as follows:


	September 30, 2023		December 31, 2022
Prepaid expenses and other current assets	$	—	$	585,840
Total current assets of discontinued operations		—		585,840
Fixed Assets		—		12,323,143
Right of use assets		—		5,479,786
Total non-current assets of discontinued operations				17,802,929
Total assets of discontinued operations	$	—	$	18,388,769

Accounts payable	$	—	$	2,183,418
Related party deferred revenue		—		2,500,000
Short-term lease liabilities		—		577,198
Total current liabilities of discontinued operations		—		5,260,616
Long-term lease liabilities		—		7,039,338
Total non-current liabilities of discontinued operations		—		7,039,338
Total liabilities of discontinued operations	$	—	$	12,299,954

The Company reclassified the following operations to discontinued operations for the three and nine months ended September 30, 2023 and 2022, respectively, excluding the gain on disposal:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenues:
Service revenue	$	—	$	—	$	816,641	$	—
Related party service revenue		—		2,950,000		3,500,000		2,950,000
Total revenues		—		2,950,000		4,316,641		2,950,000
Operating expenses:
Research and development		—		3,724,997		6,561,957		11,112,122
General and administrative		—		417,877		677,090		1,179,595
Total operating expenses		—		4,142,874		7,239,048		12,291,717
Loss from discontinued operations	$	—	$	(1,192,874)	$	(2,922,406)	$	(9,341,717)

Related Party Service Revenue

In April 2022, the Company entered into a binding services agreement (“Wilson Wolf Agreement”) with Wilson Wolf Manufacturing Corporation (“Wilson Wolf”). Mr. John Wilson is a member of the Company’s board of directors and is serving as the CEO of Wilson Wolf. Wilson Wolf is in the business of creating products and services intended to simplify and expedite the transition of cell therapies and gene-modified cell therapies to mainstream society (the “Wilson Wolf Mission”). Pursuant to the Wilson Wolf Agreement, Wilson Wolf made a cash payment to the Company in the amount of $8.0 million, as consideration for certain training and research services.

In March 2023, the Company recognized the final $2.5 million of revenue pursuant to this $8.0 million agreement and, at September 30, 2023, the Company had no related party deferred revenue on its condensed consolidated balance sheet.

Additionally, pursuant to the Wilson Wolf Agreement, Wilson Wolf agreed to pay the Company an additional $1.0 million because the Work Direction was completed within one year from the onset of the Wilson Wolf Agreement, achieving the agreed milestone. As such, the Company recorded an additional $1.0 million of service fee revenue during the three months ended March 31, 2023, which was received in May 2023 and recorded to discontinued operations.

Service Revenue

In April 2023, the Company signed the Indapta Master Services Agreement, pursuant to which the Company provided services to Indapta. Under an executed work order of that agreement, now complete, the Company recognized $0.8 million for the services rendered during the quarter ended June 2023. Effective as of the closing date of the Purchase Agreement with Cell Ready, the rights and obligations to the Indapta Agreement were transferred to Cell Ready, and as such the revenues were recorded to discontinued operations.

DISCONTINUED OPERATIONS - Assets and liabilities (Details)	Dec. 31, 2022 USD ($)
DISCONTINUED OPERATIONS
Total current assets of discontinued operations	$ 585,840
Total non-current assets of discontinued operations	17,802,929
Total current liabilities of discontinued operations	5,260,616
Total non-current liabilities of discontinued operations	7,039,338
Disposed by sale
DISCONTINUED OPERATIONS
Prepaid expenses and other current assets	585,840
Total current assets of discontinued operations	585,840
Fixed Assets	12,323,143
Right of use assets	5,479,786
Total non-current assets of discontinued operations	17,802,929
Total assets of discontinued operations	18,388,769
Accounts payable	2,183,418
Related party deferred revenue	2,500,000
Short-term lease liabilities	577,198
Total current liabilities of discontinued operations	5,260,616
Long-term lease liabilities	7,039,338
Total non-current liabilities of discontinued operations	7,039,338
Total liabilities of discontinued operations	$ 12,299,954