Seelos Therapeutics (SEELQ) 10-Q 12 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 05, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Entity File Number	000-22245
Entity Registrant Name	SEELOS THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	87-0449967
Entity Address, Address Line One	300 Park Avenue
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(646)
Local Phone Number	293-2100
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SEEL
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		121,811,097
Entity Central Index Key	0001017491
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 14,059	$ 15,533
Grant receivable	793
Prepaid expenses and other current assets	8,731	7,141
Total current assets	23,583	22,674
Operating lease right-of-use asset	58	72
Total assets	23,641	22,746
Current liabilities
Accounts payable	5,963	3,626
Accrued expenses	5,599	7,282
Licenses payable		2,195
Short-term portion of convertible notes payable, at fair value	11,620	11,865
Warrant liabilities, at fair value	15,958	132
Operating lease liability	60	58
Total current liabilities	39,200	25,158
Convertible notes payable, at fair value	5,099	8,184
Operating lease liability, long-term		15
Total liabilities	44,299	33,357
Commitments and contingencies
Stockholders' equity (deficit)
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of March 31, 2023 and December 31, 2022
Common stock, $0.001 par value, 240,000,000 shares authorized, 121,811,097 and 107,168,256 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	122	107
Additional paid-in-capital	207,395	204,026
Accumulated deficit	(228,175)	(214,744)
Total stockholders' equity (deficit)	(20,658)	(10,611)
Total liabilities and stockholders' equity (deficit)	$ 23,641	$ 22,746

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Preferred stock, par value (in USD per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	240,000,000	240,000,000
Common stock, issued (in shares)	121,811,097	107,168,256
Common stock, outstanding (in shares)	121,811,097	107,168,256

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue
Total revenue	$ 808
Operating expense
Research and development	5,668	$ 10,009
General and administrative	4,072	4,001
Total operating expense	9,740	14,010
Loss from operations	(8,932)	(14,010)
Other income (expense)
Interest income	67	26
Interest expense	(7)	(7)
Change in fair value of convertible notes	66	(244)
Loss on extinguishment of debt	(13)
Loss on issuance of common stock and warrants	(4,301)
Change in fair value of warrant liabilities	(311)	234
Total other income (expense)	(4,499)	9
Net loss and comprehensive loss	$ (13,431)	$ (14,001)
Net loss per share basic	$ (0.12)	$ (0.13)
Net loss per share diluted	$ (0.12)	$ (0.13)
Weighted-average common shares outstanding basic	112,520,486	105,529,772
Weighted-average common shares outstanding diluted	112,520,486	105,529,772

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, value at Dec. 31, 2021	$ 105	$ 198,428	$ (141,210)	$ 57,323
Beginning Balance (in shares) at Dec. 31, 2021	105,500,445
Stock-based compensation expense		2,232		2,232
Issuance of common stock, options exercised		8		$ 8
Issuance of common stock, options exercised (in shares)	6,250			6,250
Issuance of common stock, ESPP		75		$ 75
Issuance of common stock, ESPP (in shares)	84,078
Net loss			(14,001)	(14,001)
Ending balance, value at Mar. 31, 2022	$ 105	200,743	(155,211)	45,637
Ending Balance (in shares) at Mar. 31, 2022	105,590,773
Beginning balance, value at Dec. 31, 2022	$ 107	204,026	(214,744)	$ (10,611)
Beginning Balance (in shares) at Dec. 31, 2022	107,168,256			107,168,256
Stock-based compensation expense		1,062		$ 1,062
Issuance of common stock, options exercised (in shares)				0
Issuance of common stock, ESPP		61		$ 61
Issuance of common stock, ESPP (in shares)	91,645
Repurchase and retirement of common stock	$ (1)	1
Repurchase and retirement of common stock (in shares)	(1,000,000)
Issuance of common stock for payment of convertible notes payable	$ 3	1,988		1,991
Issuance of common stock for payment of convertible notes payable (in shares)	3,166,130
Issuance of common stock for prepaid services	$ 1	189		190
Issuance of common stock for prepaid services (in shares)	250,000
Issuance of common stock in at-the-market offering, net of issuance costs		68		68
Issuance of common stock in at-the-market offering, net of issuance costs (in shares)	75,768
Issuance of common stock, net of issuance costs	$ 12			12
Issuance of common stock, net of issuance costs (in shares)	12,059,298
Net loss			(13,431)	(13,431)
Ending balance, value at Mar. 31, 2023	$ 122	$ 207,395	$ (228,175)	$ (20,658)
Ending Balance (in shares) at Mar. 31, 2023	121,811,097			121,811,097

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (13,431)	$ (14,001)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense	1,062	2,232	$ 2,232
Change in fair value of warrant liability	311	(234)
Change in fair value of convertible notes payable	(66)	244
Loss on issuance of common stock and warrants	4,301
Amortization of right-of-use asset	14
Net loss on extinguishment of debt	13
Changes in operating assets and liabilities
Grant receivable	(793)
Prepaid expenses and other current assets	(1,399)	(4,168)
Accounts payable	2,337	434
Accrued expenses	(1,684)	(178)
Derivative liability		(1,174)
Lease liability	(13)
Licenses payable	(1,000)	(200)
Net cash used in operating activities	(10,348)	(17,045)
Cash flows (used in) provided by financing activities
Principal and interest payment of convertible notes	(1,286)
Proceeds from issuance of common stock and warrants	11,226
Proceeds from issuance of common stock in at-the-market offering	68
Payment for repurchase of common stock	(1,195)
Proceeds from exercise of options		8
Proceeds from sales of common stock under ESPP	61	75
Net cash (used in) provided by financing activities	8,874	83
Net (decrease) increase in cash	(1,474)	(16,962)
Cash, beginning of period	15,533	78,734	78,734
Cash, end of period	14,059	61,772	$ 15,533
Supplemental disclosure of cash flow information:
Cash paid for interest	114	$ 4
Non-cash investing and financing activities:
Fair value of warrants issued	15,515
Issuance of common stock for pincipal payments on convertible notes	1,833
Issuance of common stock for interest payments on convertible notes	$ 157

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2023
Organization and Description of Business
Organization and Description of Business	1. Organization and Description of Business Seelos Therapeutics, Inc. (together with its subsidiaries, the “Company”) is a clinical-stage biopharmaceutical company focused on achieving efficient development of products that address significant unmet needs in Central Nervous System (“CNS”) disorders and other rare disorders. The Company’s lead programs are SLS-002 for the potential treatment of acute suicidal ideation and behavior in patients with major depressive disorder (“ASIB in MDD”) and SLS-005 for the potential treatment of Amyotrophic Lateral Sclerosis (“ALS”) and Spinocerebellar Ataxia (“SCA”). SLS-005 for the potential treatment of Sanfilippo Syndrome currently requires additional natural history data, which is being considered. Additionally, the Company is developing several preclinical programs, most of which have well-defined mechanisms of action, including: SLS-004, SLS-006 and SLS-007 for the potential treatment of Parkinson’s Disease (“PD”). On March 29, 2023, the Company announced that it plans to focus the majority of its resources on the ongoing registration directed study of SLS-002 for ASIB in MDD and the fully enrolled Phase II/III study of SLS-005 in ALS. The Company further announced that it has temporarily paused additional enrollment of patients in the SLS-005-302 study in SCA. Patients already enrolled will continue in the study and data will continue to be collected in order to make decisions for resuming enrollment in the future. The Company also announced that it is pausing all non-essential preclinical work.

Liquidity and Going Concern

Liquidity and Going Concern	3 Months Ended
	Mar. 31, 2023
Liquidity and Going Concern
Liquidity and Going Concern	2. Liquidity and Going Concern The accompanying condensed consolidated unaudited financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company has generated limited revenues, has incurred operating losses since inception, and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of March 31, 2023, the Company had $14.1 million in cash and an accumulated deficit of $228.2 million. The Company has historically funded its operations through the issuance of convertible notes (see Note 9), the sale of common stock (see Note 6) and exercises of warrants (see Note 10). On March 10, 2023, the Company entered into a Securities Purchase Agreement with a life sciences-focused investment fund (the “2023 Securities Purchase Agreement”), pursuant to which, on March 14, 2023, the Company issued and sold an aggregate of 12,059,298 shares of common stock, pre-funded warrants exercisable for an aggregate of 9,340,702 shares of common stock and accompanying common warrants exercisable for an aggregate of 26,750,000 shares of common stock in a registered direct offering (the “Registered Direct Offering”), resulting in total net proceeds of $10.4 million, after deducting financial advisor fees and other offering expenses (see Note 6). On May 12, 2022, the Company entered into an Open Market Sale Agreement SM (or, in the case of an at-the-market offering, the one year anniversary) of the earlier of: (i) the date of public announcement by the Company of the full readout of the Phase II data with respect to SLS-002 in acute suicidal ideation and behavior in patients with major depressive disorder, and (ii) the date on which the VWAP (as defined in the warrants issued in the Registered Direct Offering) of the Company’s common stock is at or above $2.00 (subject to adjustment for reverse and forward share splits, recapitalizations and similar transactions following the date hereof) for three On November 21, 2022, the Company received an additional written notice from Nasdaq indicating that, for the last thirty consecutive business days, the bid price for its common stock had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until May 22, 2023, to regain compliance. The Nasdaq staff will provide written confirmation that the Company has achieved compliance with Rule 5550(a)(2) if at any time before May 22, 2023, the bid price of its common stock closes at $1.00 per share or more for a minimum of ten consecutive business days. The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in its regaining compliance with the Nasdaq Capital Market’s minimum bid price rule by May 22, 2023, which may include, among other options, effectuating a reverse stock split. There is no guarantee that the Company will regain compliance by May 22, 2023. If the Company does not regain compliance with Rule 5550(a)(2) by May 22, 2023, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period, which may include, if necessary, implementing a reverse stock split. Pursuant to the Registration Statement, the Company may offer from time to time any combination of debt securities, common and preferred stock and warrants. As of March 31, 2023, the Company had approximately $67.2 million available under the Registration Statement (inclusive of the $49.5 million that remained allocated to sales of shares pursuant to the Sale Agreement as of such date). The Company also has the ability to raise funds through other means, such as through the filing of a registration statement on Form S-1 or in private placements. The rules and regulations of the SEC or any other regulatory agencies may restrict the Company’s ability to conduct certain types of financing activities or may affect the timing of and amounts it can raise by undertaking such activities. The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year beyond the filing of this Quarterly Report on Form 10-Q. Based on such evaluation and the Company’s current plans (including the ongoing clinical programs for SLS-002, SLS-005, and other product candidates), which are subject to change, management believes that the Company’s existing cash and cash equivalents as of March 31, 2023 are not sufficient to satisfy its operating cash needs and that there is substantial doubt about its ability to continue as a going concern for the year after the filing of this Quarterly Report on Form 10-Q. The Company’s future liquidity and capital funding requirements will depend on numerous factors, including: ● its ability to raise additional funds to finance its operations; ● its ability to maintain compliance with the listing requirements of the Nasdaq Capital Market; ● the outcome, costs and timing of clinical trial results for the Company’s current or future product candidates; ● potential litigation expenses; ● the emergence and effect of competing or complementary products or product candidates; ● its ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any payments the Company may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights; ● its ability to retain its current employees and the need and ability to hire additional management and scientific and medical personnel; ● the terms and timing of any collaborative, licensing or other arrangements that it has or may establish; ● the trading price of its common stock; and ● its ability to increase the number of authorized shares outstanding to facilitate future financing events. The Company may raise substantial additional funds, and if it does so, it may do so through one or more of the following: issuance of additional debt or equity and/or the completion of a licensing or other commercial transaction for one or more of the Company’s product candidates. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. Failure to obtain additional equity or debt financing will have a material, adverse impact on the Company’s business operations. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or convertible debt financings will likely have a dilutive effect on the holdings of the Company’s existing stockholders.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Significant Accounting Policies
Significant Accounting Policies	3. Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K (the “Annual Report”) filed with the SEC on March 10, 2023. The accompanying financial statements have been prepared by the Company in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, the accompanying unaudited condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal, recurring adjustments, necessary to fairly state the Company’s financial position, results of operations and cash flows. The December 31, 2022 condensed consolidated balance sheet was derived from audited financial statements, but it does not include all U.S. GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the amounts reported in the financial statements and the accompanying notes. The Company’s actual results may differ from these estimates under different assumptions or conditions. Use of Estimates 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. The most significant estimates in the Company’s financial statements relate to the valuation of warrants, valuation of convertible notes payable, and the valuation of stock options. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Fair Value Measurements The Company follows the accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair Value Option As permitted under FASB ASC Topic 825, Financial Instruments (“ASC 825”), the Company elected the fair value option to account for its November 2021 and December 2021 convertible notes (collectively, the “2021 Convertible Notes”). In accordance with ASC 825, the Company records these convertible notes at fair value with changes in fair value recorded in the Condensed Consolidated Statement of Operations and Comprehensive Loss. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred. Stock-based Compensation The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant-date fair value of the awards and forfeitures rates. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the statements of operations based upon the underlying individual’s role at the Company. Performance share awards are initially valued based on the Company’s closing stock price on the date of grant. The number of performance share awards that vest will be determined based on the achievement of specified performance milestones by the end of the performance period. Compensation expense for performance awards is recognized over the service period and will vary based on remeasurement during the performance period. If achievement of the performance milestone is not probable of achievement during the performance period, compensation expense is reversed. Income (Loss) Per Common Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, warrants, performance-based restricted stock unit awards and stock options that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities outstanding for the three months ended March 31, 2023 and 2022 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive (in thousands): ​ ​ ​ ​ ​ ​ ​ Three Months ​ ​ Ended March 31, ​ 2023 ​ 2022 Outstanding stock options 15,315 10,299 Outstanding warrants 29,254 2,635 Convertible debt 2,903 3,704 ​ 47,472 16,638 ​ Amounts in the table reflect the common stock equivalents of the noted instruments. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06: Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This standard simplifies the accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature, as well as convertible instruments with a beneficial conversion feature. As a result, entities will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce non-cash interest expense for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. Additionally, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, and precludes the use of the treasury stock method for certain debt instruments. The provisions of ASU 2020-06 are applicable for the Company beginning after January 1, 2024, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020, and an entity should adopt the provisions at the beginning of its annual fiscal year. The Company has decided to early adopt the provisions of ASU 2020-06 as of January 1, 2023 and the Company does not expect the adoption of ASU 2020-06 to have an impact on its consolidated financial statements and related disclosures. In June 2022, the FASB issued ASU No. 2022-03: ASC Subtopic 820 - Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in ASU 2022-03 are effective for the Company for fiscal years beginning after December 15, 2023, and the interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures.

Fair Value Measurement

Fair Value Measurement	3 Months Ended
	Mar. 31, 2023
Fair Value Measurement
Fair Value Measurement	4. Fair Value Measurement The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values. There were no transfers between fair value measurement levels during the three months ended March 31, 2023. The Company’s financial assets and liabilities measured at fair value at March 31, 2023 and December 31, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ as of March 31, 2023 ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ Total Assets: ​ ​ ​ ​ Cash ​ $ 14,059 ​ $ — ​ $ — ​ $ 14,059 Liabilities: ​ ​ ​ ​ ​ Convertible notes payable, at fair value ​ $ — ​ $ — ​ $ 16,719 ​ $ 16,719 Warrant liabilities, at fair value ​ — ​ — ​ 15,958 ​ 15,958 ​ ​ $ — ​ $ — ​ $ 32,677 ​ $ 32,677 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ as of December 31, 2022 ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ Total Assets: ​ ​ ​ ​ Cash ​ $ 15,533 ​ $ — ​ $ — ​ $ 15,533 Liabilities: ​ ​ ​ ​ Convertible notes payable, at fair value ​ $ — ​ $ — ​ $ 20,049 ​ $ 20,049 Warrant liabilities, at fair value ​ — ​ — ​ 132 ​ 132 ​ ​ $ — ​ $ — ​ $ 20,181 ​ $ 20,181 ​ The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach. The Company measures the 2021 Convertible Notes and warrant liabilities at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. These valuations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of the convertible notes payable and warrant liabilities related to updated assumptions and estimates are recognized within the Condensed Consolidated Statements of Operations and Comprehensive Loss. The fair value of the 2021 Convertible Notes and warrant liabilities may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the liabilities. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. 2021 Convertible Notes The 2021 Convertible Notes are valued using a Monte Carlo simulation model. The following assumptions were used in determining the fair value of the 2021 Convertible Notes as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 Risk-free interest rate ​ 4.37 % ​ 4.24 % Volatility ​ 90 % ​ 105 % Dividend yield ​ — % ​ — % Contractual term (years) ​ 1.6 ​ 1.9 ​ Stock price ​ $ 0.69 ​ $ 0.68 ​ ​ Warrant Liabilities The common stock warrant liabilities are recorded at fair value using the Black-Scholes option pricing model. The following assumptions were used in determining the fair value of the warrant liabilities valued using the Black-Scholes option pricing model as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 Risk-free interest rate ​ 3.60 % ​ 4.71 % Volatility ​ 106.92 % ​ 91.90 % Dividend yield ​ — % ​ — % Expected term (years) ​ 5.41 ​ 1.07 ​ Weighted-average fair value ​ $ 0.57 ​ $ 0.44 ​ ​ The following table is a reconciliation for the common stock warrant liabilities and convertible notes measured at fair value using Level 3 unobservable inputs (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible ​ ​ ​ ​ ​ ​ ​ ​ notes, at fair ​ ​ Warrant liabilities ​ Derivative liability ​ value Balance as of December 31, 2021 ​ $ 424 ​ $ 1,174 ​ $ 18,920 Settlement of derivative liability ​ — ​ (1,174) ​ — Principal payment of convertible notes, at fair value ​ ​ — ​ ​ — ​ ​ (1,888) Issuance of derivative liability ​ ​ — ​ ​ — ​ ​ — Change in fair value measurement of derivative liability ​ — ​ — ​ — Change in fair value measurement of convertible notes ​ — ​ — ​ 3,017 Change in fair value measurement of warrant liability ​ (292) ​ — ​ — Balance as of December 31, 2022 ​ $ 132 ​ $ — ​ $ 20,049 Principal payment of convertible notes, at fair value ​ — ​ — ​ (3,010) Interest payment of convertible notes, at fair value ​ — ​ — ​ (267) Loss on extinguishment of debt ​ ​ — ​ ​ — ​ ​ 13 Change in fair value measurement of convertible notes ​ ​ — ​ ​ — ​ ​ (66) Fair value of warrant issued ​ ​ 15,515 ​ ​ — ​ ​ — Change in fair value measurement of warrant liability ​ 311 ​ — ​ — Balance as of March 31, 2023 ​ $ 15,958 ​ $ — ​ $ 16,719 ​ For the three months ended March 31, 2023 and the year ended December 31, 2022, the changes in fair value of the convertible notes and warrant liability primarily resulted from the volatility of the Company’s common stock and the change in risk-free interest rates.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	3 Months Ended
	Mar. 31, 2023
Prepaid Expenses and Other Current Assets
5. Prepaid Expenses and Other Current Assets	5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Prepaid insurance ​ $ 647 ​ $ 104 Prepaid clinical costs ​ 7,705 ​ 6,837 Other ​ 379 ​ 200 Prepaid expenses and other current assets ​ $ 8,731 ​ $ 7,141 ​

Common Stock Offerings

Common Stock Offerings	3 Months Ended
	Mar. 31, 2023
Common Stock Offerings
Common Stock Offerings	6. Common Stock Offerings 2023 Registered Direct Offering On March 10, 2023, the Company entered into the 2023 Securities Purchase Agreement, pursuant to which the Company issued and sold an aggregate of 12,059,298 shares of common stock, pre-funded warrants exercisable for an aggregate of 9,340,702 shares of common stock (the “March 2023 Pre-Funded Warrants”) and accompanying common stock warrants exercisable for an aggregate of 26,750,000 shares of common stock (“March 2023 Common Warrants” and together with the March 2023 Pre-Funded Warrants, the “March 2023 Warrants”) in the Registered Direct Offering, resulting in total net proceeds of $10.4 million, after deducting financial advisor fees and other offering expenses. The securities were offered by the Company pursuant to the Company’s shelf registration statement on Form S-3 filed with the SEC on December 15, 2020, as amended on December 22, 2020 and declared effective by the SEC on December 23, 2020. The March 2023 Pre-Funded Warrants were exercisable immediately upon issuance and have an exercise price of $0.001 per share of common stock. The March 2023 Common Warrants have an exercise price of $0.60 per share of common stock, will be exercisable beginning on September 11, 2023 and will expire on September 10, 2028. The combined purchase price for one share and one accompanying March 2023 Common Warrant to purchase 1.25 shares of common stock in the Registered Direct Offering was $0.525 and the combined purchase price for one March 2023 Pre-Funded Warrant and one accompanying March 2023 Common Warrant to purchase 1.25 shares of common stock in the Registered Direct Offering was $0.524. The closing of the Registered Direct Offering occurred on March 14, 2023.

License Agreements

License Agreements	3 Months Ended
	Mar. 31, 2023
License Agreements
License Agreements	7. License Agreements Specific information pertaining to each of the Company’s significant license agreements is discussed in its audited financial statements included in the Annual Reports on Form 10-K for the years ended December 31, 2022 and 2021, including their nature and purpose, the significant rights and obligations of the parties, and specific accounting policy elections. The following represents updates for the three months ended March 31, 2023, if applicable, to the Company’s significant license agreements: Acquisition of Assets from Phoenixus AG f/k/a Vyera Pharmaceuticals, AG and Turing Pharmaceuticals AG (“Vyera”) On April 8, 2022, Seelos Corporation (“STI”), a wholly-owned subsidiary of the Company, and Vyera, entered into an amendment (the “Amendment”) to the Asset Purchase Agreement by and between STI and Vyera, dated March 6, 2018 (as amended by a first amendment thereto entered into on May 18, 2018, a second amendment thereto entered into on December 31, 2018, a third amendment thereto entered into on October 15, 2019 and a fourth amendment thereto entered into on February 15, 2021, the “Vyera Purchase Agreement”). Pursuant to the Vyera Purchase Agreement, STI acquired the assets and liabilities of Vyera related to a product candidate currently referred to as SLS-002 (intranasal ketamine) (the “Vyera Assets”) and agreed, among other things, to make certain development and commercialization milestone payments and royalty payments related to the Vyera Assets (the “Milestone and Royalty Payment Obligations”) and further agreed that in the event that the Company sold, directly or indirectly, all or substantially all of the Vyera Assets to a third party, then the Company would pay Vyera an amount equal to 4% of the net proceeds actually received by the Company as an upfront payment in such sale (the “Change of Control Payment Obligation”). Pursuant to the Vyera Purchase Agreement, as amended by the Amendment, STI agreed to (i) make a cash payment to Vyera in the aggregate amount of $4.0 million on or before April 8, 2022 (the “Cash Payment”); (ii) issue to Vyera on or before April 11, 2022, 500,000 shares of the Company’s common stock (the “Initial Shares”); (iii) issue to Vyera on or before July 11, 2022, an additional 500,000 shares of the Company’s common stock (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) (the “July 2022 Shares”); and (iv) issue to Vyera on or before January 11, 2023, an additional number of shares of the Company’s common stock equal to $1.0 million divided by the volume weighted average closing price of the Company’s common stock for the ten consecutive trading days ending on the fifth trading day prior to the applicable date of issuance of the shares of the Company’s common stock (the “January 2023 Shares”, and together with the Cash Payment, the Initial Shares and the July 2022 Shares, the “Final Payments”). In consideration for the Final Payments, all of STI’s contingent payment obligations under the Vyera Purchase Agreement, including the Milestone and Royalty Payment Obligations and the Change of Control Payment Obligation, as well as all commercialization covenants of STI under the Vyera Purchase Agreement, will terminate in full upon the date that all of the Final Payments have been made. On December 22, 2022, the Company entered into a Share Repurchase Agreement (the “Repurchase Agreement”) with Vyera, pursuant to which the Company agreed to repurchase the Initial Shares and the July 2022 Shares previously issued to Vyera for an aggregate purchase price of $1.2 million in January 2023. The Company paid the $4.0 million Cash Payment and issued the Initial Shares to Vyera in April 2022. The Company issued the July 2022 Shares to Vyera in July 2022, and subsequently agreed to repurchase the Initial Shares and the July 2022 Shares in January 2023 pursuant to the Repurchase Agreement on December 22, 2022. The Company recognized $5.8 million in research and development expense during the three months ended June 30, 2022 related to the Amendment, which consisted of the initial cash payment of $4.0 million and $0.8 million for the Initial Shares and the July 2022 Shares, which were measured at their grant-date fair value. The Company also recognized a liability of $1.0 million related to the January 2023 Shares within accrued licenses payable. The Company recognized a liability of $1.2 million related to the Repurchase Agreement, as well as $0.5 million in research and development expense for the premium paid for the repurchased shares. On January 3, 2023, the Company paid $1.2 million in cash to Vyera under the Repurchase Agreement to repurchase the Initial Shares and the July 2022 Shares. On January 10, 2023, STI entered into Amendment No. 6 to the Vyera Purchase Agreement (“Amendment No. 6”) with Vyera, pursuant to which, STI agreed to make two cash payments to Vyera of $500,000 each on January 31, 2023 and February 28, 2023, in lieu of issuing the January 2023 Shares to Vyera. The Company paid the $500,000 cash payments on each of January 31, 2023 and February 28, 2023 in satisfaction of all Final Payments under the Vyera Purchase Agreement. Acquisition of License from Stuart Weg, MD On August 29, 2019, the Company entered into an amended and restated exclusive license agreement with Stuart Weg, M.D. (the “Weg License Agreement”), pursuant to which the Company was granted an exclusive worldwide license to certain intellectual property and regulatory materials related to SLS-002. Under the terms of the Weg License Agreement, the Company paid an upfront license fee of $75,000 upon execution of the agreement. The Company agreed to pay additional consideration to Dr. Weg as follows: (i) $0.1 million on January 2, 2020, (ii) $0.125 million on January 2, 2021, and (iii) in the event the FDA has not approved a New Drug Application for a product containing ketamine in any dosage on or before December 31, 2021, $0.2 million on January 2, 2022. The Company paid the required $0.1 million on January 2, 2020, $0.125 million on January 2, 2021 and $0.2 million on January 2, 2022. The remaining potential regulatory and commercial milestones are not yet considered probable, and no other milestone payments have been accrued at March 31, 2023.

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2023
Accrued Expenses
Accrued Expenses	8. Accrued Expenses Accrued expenses are comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Professional fees ​ $ 389 ​ $ 278 Personnel related ​ 466 ​ 1,288 Outside research and development services ​ 4,193 ​ 5,627 Insurance ​ ​ 497 ​ ​ — Other ​ 54 ​ 89 Accrued expenses, net ​ $ 5,599 ​ $ 7,282 ​

Debt

Debt	3 Months Ended
	Mar. 31, 2023
Debt
Debt	9. Debt Convertible Notes November 2021 and December 2021 Convertible Notes and Private Placement On November 23, 2021, the Company entered into a Securities Purchase Agreement (the “2021 Lind Securities Purchase Agreement”) with Lind Global Asset Management V, LLC (“Lind V”) pursuant to which, among other things, on November 23, 2021 (the “Closing Date”), the Company issued and sold to Lind V, in a private placement transaction (the “Private Placement”), in exchange for the payment by Lind V of $20.0 million, (i) a convertible promissory note (the “2021 Note”) in an aggregate principal amount of $22.0 million (the “Principal Amount”), which will bear no interest until the first anniversary of the issuance of the 2021 Note and will thereafter bear interest at a rate of 5% per annum, and mature on November 23, 2024 (the “Maturity Date”), and (ii) 534,759 shares of Company common stock. Commencing August 23, 2022, and from time to time and before the Maturity Date, Lind V has the option to convert any portion of the then-outstanding Principal Amount of the 2021 Note into shares of Common Stock at a price per share of $6.00, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions (the “Conversion Price”). Commencing August 23, 2022, the Company has the right to prepay, in whole or in part (exercisable by the Company at any time or from time to time prior to the Maturity Date), up to the full remaining Principal Amount of the 2021 Note with no penalty; however, if the Company exercises such prepayment right, Lind V will have the option to convert up to thirty-three and one-third percent ( 33 Subject to certain exceptions, the Company will be required to direct proceeds from any subsequent debt financings (including subordinated debt, convertible debt or mandatorily redeemable preferred stock but other than purchase money debt or capital lease obligations or other indebtedness incurred in the ordinary course of business) to repay the 2021 Notes, unless waived by Lind V in advance. Beginning on November 23, 2022, the 2021 Note amortizes in twenty-four five 20 On December 2, 2021, the Company entered into two separate securities purchase agreements with certain accredited investors on substantially the same terms as the 2021 Lind Securities Purchase Agreement, pursuant to which the Company sold, in private placement transactions, in exchange for the payment by the accredited investors of an aggregate of $201,534, (i) convertible promissory notes in an aggregate principal amount of $221,688, which did not bear interest and mature on December 2, 2024 (the “December 2021 Notes”), and (ii) an aggregate of 5,388 shares of its common stock. These notes had substantially the same terms as the 2021 Note. On February 22, 2023, the December 2021 Notes were repaid in full and the Company recognized a loss on extinguishment of debt of $13,000 during the three months ended March 31, 2023. During the year ended December 31, 2021, the Company received aggregate gross proceeds of $20.2 million from the convertible note offerings. The Company elected to account for these notes under the fair value option. At time of issuance, the Company recorded a liability of $19.2 million, which was determined to be the fair value at time of issuance. As of December 31, 2022 and 2021, the Company recognized a total convertible note liability of $20.0 million and $18.9 million, respectively. During the year ended December 31, 2022 and 2021, the Company recognized $3.0 million loss and $0.2 million gain on change in fair value of convertible notes, respectively. During the three months ended March 31, 2023 and 2022, the Company recognized a $66,000 gain and a $0.2 million loss, respectively, on change in fair value of convertible notes. During the three months ended March 31, 2023 and the year ended December 31, 2022, the Company made principal and interest payments of $3.1 million (consisting of $1.8 million of common stock and $1.3 million of cash) and $1.9 million of cash, respectively, on the convertible notes. As of March 31, 2023, the principal and interest payment of the 2021 Note totaled $18.2 million.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity
Stockholders' Equity	10. Stockholders’ Equity Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001. No shares of preferred stock were outstanding as of March 31, 2023 or December 31, 2022. Common Stock The Company has authorized 240,000,000 shares of common stock as of March 31, 2023 and December 31, 2022. Each share of common stock is entitled to one voting right. Common stock owners are entitled to dividends when funds are legally available and declared by the Board of Directors. Warrants March 2023 Warrants On March 10, 2023, the Company entered into a securities purchase agreement with a life sciences-focused investment fund to which the Company issued and sold an aggregate of 12,059,298 shares of common stock, the March 2023 Pre-Funded Warrants exercisable for an aggregate of 9,340,702 shares of its common stock and the accompanying March 2023 Common Warrants exercisable for an aggregate of 26,750,000 shares of common stock in a registered direct offering. The March 2023 Pre-Funded Warrants were exercisable immediately upon issuance and have an exercise price per share equal to $0.001. The March 2023 Common Warrants have an exercise price per share equal to $0.60. The March 2023 Common Warrants will become exercisable beginning on September 11, 2023 and will expire on September 10, 2028. As of March 31, 2023, March 2023 Pre-Funded Warrants to purchase 9.3 million shares of common stock remain outstanding at an exercise price of $0.001 per share and March 2023 Common Warrants to purchase 26.8 million shares of common stock remain outstanding at an exercise price of $0.60 per share. September 2020 Warrants On September 4, 2020, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which the Company issued and sold an aggregate of 8,865,000 shares of common stock in a registered direct offering and issued warrants to purchase up to 6,648,750 shares of common stock in a concurrent private placement (the “September 2020 Warrants”). The September 2020 Warrants are exercisable for 6,648,750 shares of common stock at an exercise price per share equal to $0.84. The September 2020 Warrants became exercisable beginning on March 9, 2021 and will expire on March 9, 2026. During each of the three months ended March 31, 2023 and 2022, no September 2020 Warrants were exercised. As of March 31, 2023, September 2020 Warrants exercisable for 1.0 million shares of common stock remain outstanding at an exercise price of $0.84 per share. August 2019 Warrants On August 23, 2019, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which the Company issued and sold an aggregate of 4,475,000 shares of common stock in a registered direct offering and issued warrants to purchase up to 2,237,500 shares of common stock in a concurrent private placement (the “August 2019 Warrants”). The August 2019 Warrants were initially exercisable for 2,237,500 shares of common stock at an exercise price per share equal to $1.78. The August 2019 Warrants became exercisable beginning on February 27, 2020 and will expire on August 28, 2023. During the three months ended March 31, 2023 and 2022, no August 2019 Warrants were exercised. As of March 31, 2023, August 2019 Warrants exercisable for 900,000 shares of common stock remain outstanding at an exercise price of $1.78 per share. Series A Warrants On January 24, 2019, STI and the Company closed a private placement with certain accredited investors pursuant to which, among other things, the Company issued warrants representing the right to acquire 1,463,519 shares of common stock (the “Series A Warrants”). The Series A Warrants were initially exercisable for 1,463,519 shares of common stock at an exercise price per share equal to $4.15, which was adjusted several times pursuant to the terms thereof to 3,629,023 shares of common stock at an exercise price per share equal to $0.2957 per share. The most recent adjustment to the exercise price (from $0.60 to $0.2957 per share) occurred during the three months ended September 30, 2020 as a result of the announcement of the registered direct offering of 8,865,000 shares of common stock in September 2020. The Series A Warrants were immediately exercisable upon issuance and will expire on January 31, 2024. During the three months ended March 31, 2023 and 2022, no Series A Warrants were exercised. As of March 31, 2023, Series A Warrants exercisable for 0.3 million shares of common stock remain outstanding at an exercise price of $0.2957 per share. A summary of warrant activity during the three months ended March 31, 2023 is as follows (share amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ Average ​ Remaining ​ ​ ​ ​ Exercise ​ Contractual Life ​ Warrants Price (in years) Outstanding as of December 31, 2022 2,545 ​ $ 2.78 1.7 Issued 36,091 ​ $ 0.44 — Exercised — ​ $ — — Cancelled (41) ​ $ 15.79 — Outstanding as of March 31, 2023 38,595 ​ $ 0.58 5.2 Exercisable as of March 31, 2023 2,504 ​ $ 2.56 1.5 ​ The March 2023 Common Warrants and the Series A Warrants were recognized as a liability at their fair value upon issuance. The warrant liability is remeasured to the then fair value prior to their exercise or at period end for warrants that are unexercised and the gain or loss recognized in earnings during the period.

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2023
Stock-Based Compensation
Stock-based Compensation	11. Stock-based Compensation The Company has the Seelos Therapeutics, Inc. Amended and Restated 2012 Stock Long Term Incentive Plan (the “2012 Plan”), which provides for the issuance of incentive and non-incentive stock options, restricted and unrestricted stock awards, stock unit awards and stock appreciation rights. Options and restricted stock units granted generally vest over a period of one On May 15, 2020, the Company’s stockholders approved the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”), whereby qualified employees are allowed to purchase limited amounts of the Company’s common stock at the lesser of 85% of the market price at the beginning or end of the offering period. The stockholders have authorized an initial amount of 1.0 million shares for purchase by employees under the ESPP. The ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1st of each year commencing on January 1, 2021 and ending on (and including) January 1, 2030, which amount shall be equal to the lesser of (i) 1% of the number of shares of the Company’s common stock issued and outstanding on the immediately preceding December 31, and (ii) a number of shares of common stock set by the Company’s Board of Directors or the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company on or prior to each such January 1. On January 1, 2023, the Company added 1,063,421 shares for purchase by employees under the ESPP. During the three months ended March 31, 2023, the Company sold 91,645 shares of common stock under the ESPP. The compensation costs are calculated as the fair value of the 15% discount from market price and were approximately $16,000 for the three months ended March 31, 2023. On July 28, 2019, the Compensation Committee adopted the Seelos Therapeutics, Inc. 2019 Inducement Plan (the “2019 Inducement Plan”), which became effective on August 12, 2019. The 2019 Inducement Plan provides for the grant of equity-based awards in the form of stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units, including restricted stock units, performance units and cash awards, solely to prospective employees of the Company or an affiliate of the Company provided that certain criteria are met. Awards under the 2019 Inducement Plan may only be granted to an individual, as a material inducement to such individual to enter into employment with the Company, who (i) has not previously been an employee or director of the Company or (ii) is rehired following a bona fide period of non-employment with the Company. The maximum number of shares available for grant under the 2019 Inducement Plan is 1,000,000 shares of the Company’s common stock. The 2019 Inducement Plan is administered by the Compensation Committee and expires on August 12, 2029. Stock options During the three months ended March 31, 2023, the Company granted 1,467,585 incentive stock options and 2,959,625 non-qualified stock options to employees with a weighted average exercise price per share of $0.69 and a 10-year term, subject to the terms and conditions of the 2012 Plan above. The stock options are subject to time vesting requirements. The stock options granted to employees vest 25% on the first anniversary of the grant and monthly thereafter over the next three years. During the three months ended March 31, 2023, the Company also granted 338,135 non-qualified stock options to employees who elected to forgo a portion of their cash bonus for stock options with a weighted average exercise price per share of $0.69 and a 10-year term, subject to the terms and conditions of the 2012 Plan above. The stock options are not subject to time vesting requirements and are fully vested upon the date of grant. During the three months ended March 31, 2023, the Company also granted 200,000 non-qualified stock options to non-employee directors with a weighted average exercise price per share of $0.81 and a 10-year term, subject to the terms and conditions of the 2012 Plan above. The stock options granted to non-employee directors vest monthly over the 12 months following the grant. The fair value of stock option grants is estimated on the date of grant using the Black-Scholes option-pricing model. The Company was historically a private company and lacked sufficient company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on a weighted average blend of the historical volatility of a publicly traded set of peer companies, as well as its own historical volatility. Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption for employee grants is based on a permitted simplified method, which is based on the vesting period and contractual term for each tranche of awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. During the three months ended March 31, 2023, no stock options were exercised and 49,667 options were forfeited. During the three months ended March 31, 2022, 6,250 stock options were exercised and no options were forfeited. The following assumptions were used in determining the fair value of the stock options granted during the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, 2023 March 31, 2022 Risk-free interest rate ​ 3.6%-3.9 % ​ 1.5%-1.6 % Volatility ​ 117%-119 % ​ 113 % Dividend yield ​ — % ​ — % Expected term (years) ​ 5-6 ​ 5-6 ​ Weighted-average fair value $ 0.59 - 0.68 $ 1.24 - 1.27 ​ ​ A summary of stock option activity during the three months ended March 31, 2023 is as follows (share amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ Total ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Stock ​ Exercise ​ Contractual ​ Intrinsic ​ Options Price Life (in years) Value Outstanding as of December 31, 2022 10,400 ​ $ 2.26 — ​ — Granted 4,965 ​ 0.70 — ​ — Exercised ​ — ​ ​ — ​ — ​ ​ — Forfeited (47) ​ 1.91 — ​ — Expired ​ (3) ​ ​ 753.00 ​ — ​ ​ — Outstanding as of March 31, 2023 15,315 ​ $ 1.61 8.5 ​ $ 1 Vested and expected to vest as of March 31, 2023 15,315 ​ $ 1.61 8.5 ​ $ 1 Exercisable as of March 31, 2023 6,195 ​ $ 2.01 7.6 ​ $ 1 ​ As of March 31, 2023, unrecognized stock-option compensation expense of $9.3 million is expected to be realized over a weighted-average period of 2.4 years. Performance Stock Award During the year ended December 31, 2021, the Company’s Board of Directors awarded a performance stock unit award to the Company’s Chief Executive Officer for 2,400,000 shares of common stock, with a grant date fair value of $4.31 per unit. Vesting of this award was subject to the Company achieving certain performance criteria established at the grant date and the individual fulfilling a service condition (continued employment). As of December 31, 2021, all performance stock unit awards were unvested and three of the five performance conditions had been satisfied. The Company recognized stock-based compensation related to this award of $4.9 million during the fourth quarter of 2021, which was recorded in general and administrative expense. In 2022, the Company and its Chief Executive Officer entered into an agreement to cancel the performance stock unit award for no consideration. In connection with the cancellation of the award, no replacement awards were granted or authorized. At the time of cancellation, the Company recognized the remaining compensation expense of the three achieved milestones of $1.3 million. The two remaining milestones were not deemed probable of achievement at the time of cancellation, and no compensation cost related to these milestones was recognized. The following table summarizes the total stock-based compensation expense resulting from share-based awards recorded in the Company’s condensed consolidated statements of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Research and development ​ $ 235 ​ $ 229 General and administrative ​ 827 ​ 2,003 ​ ​ $ 1,062 ​ $ 2,232 ​

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies
Commitments and Contingencies	12. Commitments and Contingencies Leases In March 2021, the Company entered into an eighteen-month office space rental agreement for its headquarters at 300 Park Avenue, New York, NY, which ended in September 2022. In October 2022, the Company entered into a new eighteen-month office space rental agreement for its existing space, which provides for a base rent starting at approximately $4,000 per month subject to periodic increases. Under the new office space rental agreement in October 2022, in exchange for the new operating lease liability, the Company recognized a right-of-use asset of $86,000. As of March 31, 2023, the weighted-average remaining lease term of the operating lease was 1.0 years, and the weighted-average discount rate was 8.0%. As of March 31, 2023, future minimum lease payments for the Company’s operating lease with a non-cancelable term is as follows (in thousands): ​ ​ ​ ​ ​ ​ Operating ​ ​ Leases Year Ended December 31, 2023 ​ $ 47 Year Ended December 31, 2024 ​ 16 Total ​ 63 Less present value discount ​ (3) Operating lease liabilities ​ $ 60 ​ For each of the three months ended March 31, 2023 and 2022, rent expense totaled $15,000 and $13,000, respectively. Contractual Commitments The Company has entered into long-term agreements with certain manufacturers and suppliers that require it to make contractual payment to these organizations. The Company expects to enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require up-front payments and long-term commitments of cash. Litigation As of March 31, 2023, there was no material litigation against or involving the Company.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K (the “Annual Report”) filed with the SEC on March 10, 2023. The accompanying financial statements have been prepared by the Company in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, the accompanying unaudited condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal, recurring adjustments, necessary to fairly state the Company’s financial position, results of operations and cash flows. The December 31, 2022 condensed consolidated balance sheet was derived from audited financial statements, but it does not include all U.S. GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the amounts reported in the financial statements and the accompanying notes. The Company’s actual results may differ from these estimates under different assumptions or conditions.
Use of Estimates	Use of Estimates 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. The most significant estimates in the Company’s financial statements relate to the valuation of warrants, valuation of convertible notes payable, and the valuation of stock options. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
Fair Value Measurements	Fair Value Measurements The Company follows the accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Fair Value Option	Fair Value Option As permitted under FASB ASC Topic 825, Financial Instruments (“ASC 825”), the Company elected the fair value option to account for its November 2021 and December 2021 convertible notes (collectively, the “2021 Convertible Notes”). In accordance with ASC 825, the Company records these convertible notes at fair value with changes in fair value recorded in the Condensed Consolidated Statement of Operations and Comprehensive Loss. As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred.
Stock-Based Compensation	Stock-based Compensation The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant-date fair value of the awards and forfeitures rates. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the statements of operations based upon the underlying individual’s role at the Company. Performance share awards are initially valued based on the Company’s closing stock price on the date of grant. The number of performance share awards that vest will be determined based on the achievement of specified performance milestones by the end of the performance period. Compensation expense for performance awards is recognized over the service period and will vary based on remeasurement during the performance period. If achievement of the performance milestone is not probable of achievement during the performance period, compensation expense is reversed.
Income (Loss) Per Common Share	Income (Loss) Per Common Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, warrants, performance-based restricted stock unit awards and stock options that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities outstanding for the three months ended March 31, 2023 and 2022 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive (in thousands): ​ ​ ​ ​ ​ ​ ​ Three Months ​ ​ Ended March 31, ​ 2023 ​ 2022 Outstanding stock options 15,315 10,299 Outstanding warrants 29,254 2,635 Convertible debt 2,903 3,704 ​ 47,472 16,638 ​ Amounts in the table reflect the common stock equivalents of the noted instruments.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06: Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This standard simplifies the accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature, as well as convertible instruments with a beneficial conversion feature. As a result, entities will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce non-cash interest expense for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. Additionally, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, and precludes the use of the treasury stock method for certain debt instruments. The provisions of ASU 2020-06 are applicable for the Company beginning after January 1, 2024, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020, and an entity should adopt the provisions at the beginning of its annual fiscal year. The Company has decided to early adopt the provisions of ASU 2020-06 as of January 1, 2023 and the Company does not expect the adoption of ASU 2020-06 to have an impact on its consolidated financial statements and related disclosures. In June 2022, the FASB issued ASU No. 2022-03: ASC Subtopic 820 - Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in ASU 2022-03 are effective for the Company for fiscal years beginning after December 15, 2023, and the interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Significant Accounting Policies
Schedule of antidilutive securities excluded from computation of diluted weighted average shares outstanding	The following potentially dilutive securities outstanding for the three months ended March 31, 2023 and 2022 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive (in thousands): ​ ​ ​ ​ ​ ​ ​ Three Months ​ ​ Ended March 31, ​ 2023 ​ 2022 Outstanding stock options 15,315 10,299 Outstanding warrants 29,254 2,635 Convertible debt 2,903 3,704 ​ 47,472 16,638 ​

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of Fair Value Hierarchy Assets and Liabilities	The Company’s financial assets and liabilities measured at fair value at March 31, 2023 and December 31, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ as of March 31, 2023 ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ Total Assets: ​ ​ ​ ​ Cash ​ $ 14,059 ​ $ — ​ $ — ​ $ 14,059 Liabilities: ​ ​ ​ ​ ​ Convertible notes payable, at fair value ​ $ — ​ $ — ​ $ 16,719 ​ $ 16,719 Warrant liabilities, at fair value ​ — ​ — ​ 15,958 ​ 15,958 ​ ​ $ — ​ $ — ​ $ 32,677 ​ $ 32,677 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ as of December 31, 2022 ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ Total Assets: ​ ​ ​ ​ Cash ​ $ 15,533 ​ $ — ​ $ — ​ $ 15,533 Liabilities: ​ ​ ​ ​ Convertible notes payable, at fair value ​ $ — ​ $ — ​ $ 20,049 ​ $ 20,049 Warrant liabilities, at fair value ​ — ​ — ​ 132 ​ 132 ​ ​ $ — ​ $ — ​ $ 20,181 ​ $ 20,181 ​
Schedule of Fair Value Level 3 Reconciliation	The following table is a reconciliation for the common stock warrant liabilities and convertible notes measured at fair value using Level 3 unobservable inputs (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible ​ ​ ​ ​ ​ ​ ​ ​ notes, at fair ​ ​ Warrant liabilities ​ Derivative liability ​ value Balance as of December 31, 2021 ​ $ 424 ​ $ 1,174 ​ $ 18,920 Settlement of derivative liability ​ — ​ (1,174) ​ — Principal payment of convertible notes, at fair value ​ ​ — ​ ​ — ​ ​ (1,888) Issuance of derivative liability ​ ​ — ​ ​ — ​ ​ — Change in fair value measurement of derivative liability ​ — ​ — ​ — Change in fair value measurement of convertible notes ​ — ​ — ​ 3,017 Change in fair value measurement of warrant liability ​ (292) ​ — ​ — Balance as of December 31, 2022 ​ $ 132 ​ $ — ​ $ 20,049 Principal payment of convertible notes, at fair value ​ — ​ — ​ (3,010) Interest payment of convertible notes, at fair value ​ — ​ — ​ (267) Loss on extinguishment of debt ​ ​ — ​ ​ — ​ ​ 13 Change in fair value measurement of convertible notes ​ ​ — ​ ​ — ​ ​ (66) Fair value of warrant issued ​ ​ 15,515 ​ ​ — ​ ​ — Change in fair value measurement of warrant liability ​ 311 ​ — ​ — Balance as of March 31, 2023 ​ $ 15,958 ​ $ — ​ $ 16,719 ​
Long-Term Debt
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Summary of Fair Value Measurements Warrant Valuation Assumptions	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 Risk-free interest rate ​ 4.37 % ​ 4.24 % Volatility ​ 90 % ​ 105 % Dividend yield ​ — % ​ — % Contractual term (years) ​ 1.6 ​ 1.9 ​ Stock price ​ $ 0.69 ​ $ 0.68 ​ ​
Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Summary of Fair Value Measurements Warrant Valuation Assumptions	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 Risk-free interest rate ​ 3.60 % ​ 4.71 % Volatility ​ 106.92 % ​ 91.90 % Dividend yield ​ — % ​ — % Expected term (years) ​ 5.41 ​ 1.07 ​ Weighted-average fair value ​ $ 0.57 ​ $ 0.44 ​ ​

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Mar. 31, 2023
Prepaid Expenses and Other Current Assets
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets are comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Prepaid insurance ​ $ 647 ​ $ 104 Prepaid clinical costs ​ 7,705 ​ 6,837 Other ​ 379 ​ 200 Prepaid expenses and other current assets ​ $ 8,731 ​ $ 7,141

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2023
Accrued Expenses
Schedule of accrued expenses	Accrued expenses are comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Professional fees ​ $ 389 ​ $ 278 Personnel related ​ 466 ​ 1,288 Outside research and development services ​ 4,193 ​ 5,627 Insurance ​ ​ 497 ​ ​ — Other ​ 54 ​ 89 Accrued expenses, net ​ $ 5,599 ​ $ 7,282

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity
Summary of warrant activity	A summary of warrant activity during the three months ended March 31, 2023 is as follows (share amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ Average ​ Remaining ​ ​ ​ ​ Exercise ​ Contractual Life ​ Warrants Price (in years) Outstanding as of December 31, 2022 2,545 ​ $ 2.78 1.7 Issued 36,091 ​ $ 0.44 — Exercised — ​ $ — — Cancelled (41) ​ $ 15.79 — Outstanding as of March 31, 2023 38,595 ​ $ 0.58 5.2 Exercisable as of March 31, 2023 2,504 ​ $ 2.56 1.5 ​

Stock-based Compensation (Table

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Stock-Based Compensation
Schedule of Valuation Assumptions for Stock Options	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, 2023 March 31, 2022 Risk-free interest rate ​ 3.6%-3.9 % ​ 1.5%-1.6 % Volatility ​ 117%-119 % ​ 113 % Dividend yield ​ — % ​ — % Expected term (years) ​ 5-6 ​ 5-6 ​ Weighted-average fair value $ 0.59 - 0.68 $ 1.24 - 1.27 ​ ​
Summary of Stock Option Activity	A summary of stock option activity during the three months ended March 31, 2023 is as follows (share amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ Total ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Stock ​ Exercise ​ Contractual ​ Intrinsic ​ Options Price Life (in years) Value Outstanding as of December 31, 2022 10,400 ​ $ 2.26 — ​ — Granted 4,965 ​ 0.70 — ​ — Exercised ​ — ​ ​ — ​ — ​ ​ — Forfeited (47) ​ 1.91 — ​ — Expired ​ (3) ​ ​ 753.00 ​ — ​ ​ — Outstanding as of March 31, 2023 15,315 ​ $ 1.61 8.5 ​ $ 1 Vested and expected to vest as of March 31, 2023 15,315 ​ $ 1.61 8.5 ​ $ 1 Exercisable as of March 31, 2023 6,195 ​ $ 2.01 7.6 ​ $ 1 ​
Schedule of Stock-Based Compensation Expense	The following table summarizes the total stock-based compensation expense resulting from share-based awards recorded in the Company’s condensed consolidated statements of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Research and development ​ $ 235 ​ $ 229 General and administrative ​ 827 ​ 2,003 ​ ​ $ 1,062 ​ $ 2,232

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies
Schedule of future minimum operating lease payments	​ ​ ​ ​ ​ ​ Operating ​ ​ Leases Year Ended December 31, 2023 ​ $ 47 Year Ended December 31, 2024 ​ 16 Total ​ 63 Less present value discount ​ (3) Operating lease liabilities ​ $ 60 ​

Liquidity and Going Concern (De

Liquidity and Going Concern (Details) - USD ($) $ / shares in Units, $ in Thousands						3 Months Ended
	May 31, 2023	May 22, 2023	Mar. 31, 2023	Mar. 14, 2023	Mar. 10, 2023	Mar. 31, 2023	Dec. 31, 2022	Nov. 21, 2022
Liquidity and Going Concern
Cash			$ 14,059			$ 14,059	$ 15,533
Retained Earnings (Accumulated Deficit)			(228,175)			$ (228,175)	$ (214,744)
Period to effect issuance of common stock involving variable rate transaction						3 years
Threshold consecutive trading days considered for volume weighted average price per share						3 days
Threshold consecutive trading days considered for bid price		180 days
Secondary number of calendar days to regain common stock price compliance		180 days
Value of shares available under registration statement			67,200			$ 67,200
Value of shares that remained allocated to sales of shares pursuant to sales agreement			$ 49,500			$ 49,500
Minimum
Liquidity and Going Concern
Price per share								$ 1
Maximum
Liquidity and Going Concern
Price per share								$ 1
2023 Securities Purchase Agreement
Liquidity and Going Concern
Shares issued			75,768	12,059,298	12,059,298
Net proceeds				$ 10,400	$ 10,400
Aggregate future offering amount	$ 50,000
Period to effect issuance of common stock involving variable rate transaction in case of at the market offering						1 year
Maximum volume weighted average at price per share						$ 2
2023 Securities Purchase Agreement | Pre funded warrants
Liquidity and Going Concern
Shares issuable upon exercise of warrants				9,340,702	9,340,702
2023 Securities Purchase Agreement | Common warrants
Liquidity and Going Concern
Shares issuable upon exercise of warrants				26,750,000	26,750,000
May 12, 2022 sale agreement
Liquidity and Going Concern
Net proceeds			$ 68,000
Commission rate on gross proceeds of common stock sale	3%

Significant Accounting Polici_4

Significant Accounting Policies (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Significant Accounting Policies
Antidilutive securities excluded	47,472	16,638
Stock options
Significant Accounting Policies
Antidilutive securities excluded	15,315	10,299
Warrant
Significant Accounting Policies
Antidilutive securities excluded	29,254	2,635
Convertible debt
Significant Accounting Policies
Antidilutive securities excluded	2,903	3,704

Fair Value Measurement (Details

Fair Value Measurement (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value Measurement
Transfers between fair value measurement levels	$ 0

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Fair Value Hierarchy Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets:
Cash	$ 15,533	$ 14,059
Liabilities:
Total financial liabilities	20,181	32,677
Convertible notes
Liabilities:
Convertible notes payable, at fair value	20,049	16,719
Warrant
Liabilities:
Warrant liabilities, at fair value	132	15,958
Level 1
Assets:
Cash	15,533	14,059
Level 3
Liabilities:
Total financial liabilities	20,181	32,677
Level 3 | Convertible notes
Liabilities:
Convertible notes payable, at fair value	20,049	16,719
Level 3 | Warrant
Liabilities:
Warrant liabilities, at fair value	$ 132	$ 15,958

Fair Value Measurement - Summar

Fair Value Measurement - Summary of Fair Value Measurements Convertible Notes Valuation Assumptions (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Convertible notes | Level 3
Fair Value Measurement
Risk-free interest rate (in percent)	4.37%	4.24%
Volatility (in percent)	90%	105%
Contractual term (years)	1 year 7 months 6 days	1 year 10 months 24 days
Stock price	$ 0.69	$ 0.68
Convertible notes | Minimum | Level 3
Fair Value Measurement
Risk-free interest rate (in percent)		4.24%
Volatility (in percent)		105%
Stock options | Minimum
Fair Value Measurement
Contractual term (years)	5 years
Stock options | Maximum
Fair Value Measurement
Contractual term (years)	6 years

Fair Value Measurement - Summ_2

Fair Value Measurement - Summary of Fair Value Measurements Warrant Valuation Assumptions (Details) - Level 3 - Warrant - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value Measurement
Risk-free interest rate (in percent)	3.60%	4.71%
Volatility (in percent)	106.92%	91.90%
Expected term (in years)	5 years 4 months 28 days	1 year 25 days
Weighted-average fair value (in USD per share)	$ 0.57	$ 0.44

Fair Value Measurement - Sche_2

Fair Value Measurement - Schedule of Fair Value Level 3 Reconciliation (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Warrant
Fair Value Measurement
Balance at beginning	$ 132	$ 424
Fair value of warrant issued	15,515
Change in fair value measurement	311	(292)
Balance at ending	15,958	132
Convertible notes
Fair Value Measurement
Balance at beginning	20,049	18,920
Principal payment of convertible notes, at fair value	(3,010)	(1,888)
Interest payment of convertible notes, at fair value	(267)
Loss on extinguishment of debt	13
Change in fair value measurement	(66)	3,017
Balance at ending	$ 16,719	20,049
Derivative liability
Fair Value Measurement
Balance at beginning		1,174
Settlement of derivative liability		(1,174)
Issuance of derivative liability		$ 1,174

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Prepaid Expenses and Other Current Assets
Prepaid insurance	$ 647	$ 104
Prepaid clinical costs	7,705	6,837
Other	379	200
Prepaid expenses and other current assets	$ 8,731	$ 7,141

Common Stock Offerings (Details

Common Stock Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended
	May 31, 2023	Mar. 31, 2023	Mar. 14, 2023	Mar. 10, 2023	Mar. 31, 2023	Mar. 31, 2022	Jan. 24, 2019
Subsidiary, Sale of Stock [Line Items]
Research and Development Expense					$ 5,668	$ 10,009
Number of shares called by warrants issued							1,463,519
Exercise price of warrants							$ 4.15
Loss recognized					$ 311	$ (234)
2023 Securities Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Aggregate Future Offering Amount	$ 50,000
Shares issued		75,768	12,059,298	12,059,298
Net proceeds			$ 10,400	$ 10,400
Series A Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares called by warrants issued							3,629,023
Exercise price of warrants		$ 0.2957			$ 0.2957		$ 0.2957
Pre funded warrants | 2023 Securities Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants		$ 0.001		$ 0.001	$ 0.001
Number of warrants remain unexercised		9,300,000			9,300,000
Shares issuable upon exercise of warrants			9,340,702	9,340,702
Common warrants | 2023 Securities Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants		$ 0.60		$ 0.60	$ 0.60
Number of warrants remain unexercised		26,800,000			26,800,000
Shares issuable upon exercise of warrants			26,750,000	26,750,000
Registered direct offering | 2023 Securities Purchase Agreement | One share and one accompanying Common Warrant
Subsidiary, Sale of Stock [Line Items]
Shares issuable upon exercise of combined warrants		1.25			1.25
Combined purchase price per share		$ 0.525			$ 0.525
Registered direct offering | 2023 Securities Purchase Agreement | One Pre-funded Warrant and One Accompanying Common Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issuable upon exercise of combined warrants		1.25			1.25
Combined purchase price per share		$ 0.524			$ 0.524

License Agreements (Details)

License Agreements (Details)												1 Months Ended		3 Months Ended
	Feb. 28, 2023 USD ($)	Jan. 31, 2023 USD ($)	Jan. 11, 2023 USD ($)	Jan. 03, 2023 USD ($)	Jul. 11, 2022 shares	Apr. 11, 2022 shares	Apr. 08, 2022	Jan. 02, 2022 USD ($)	Jan. 02, 2021 USD ($)	Jan. 02, 2020 USD ($)	Aug. 29, 2019 USD ($)	Jul. 31, 2022 USD ($)	Apr. 30, 2022 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
License Agreements
Research and development expense - Vyera repurchase														$ 500,000
Research and development														5,668,000		$ 10,009,000
Non refundable Cash Payment														1,200,000
Issuance of common stock, net of issuance costs			$ 1,000,000											12,000
Other Accrued Liabilities, Current														54,000			$ 89,000
Assets from Vyera Pharmaceuticals
License Agreements
Percentage of upfront payment							4%
Shares issued | shares					500,000	500,000
Research and development															$ 5,800,000
Number of cash payments made	500,000	500,000
Amount per each cash payment	$ 500,000	$ 500,000
Aggregate purchase price												$ 1,200,000
Cash payment				$ 1,200,000									$ 4,000,000	4,000,000
Issuance of common stock, net of issuance costs												$ 800,000
Other Accrued Liabilities, Current														1,000,000
Cash Payments Agreedtoin Amendment to the Asset Purchase Agreement														4,000,000
Weg License Agreement
License Agreements
Milestone payments accrued														0
Asset Acquisition, Contingent Consideration, Liability, Current														$ 0
Additional consideration paid								$ 200,000	$ 125,000	$ 100,000
Additional consideration agreed to pay								$ 200,000	$ 125,000	$ 100,000
Upfront license fee											$ 75,000

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued Expenses
Professional fees	$ 389	$ 278
Personnel related	466	1,288
Outside research and development services	4,193	5,627
Insurance	497
Other	54	89
Accrued expenses, net	$ 5,599	$ 7,282

Debt (Details)

Debt (Details) - USD ($)				1 Months Ended	3 Months Ended		12 Months Ended
	Nov. 23, 2022	Dec. 02, 2021	Nov. 23, 2021	Dec. 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Debt
Percentage of debt converted in case of exercising prepayment right	33.33%
Loss on extinguishment of debt					$ (13,000)
Gain (loss) on change in fair value of convertible notes					$ 66,000	$ (244,000)
Lind securities purchase agreement | Lind V
Debt
Amount receivable in private placement transaction			$ 20,000,000
Shares issued			534,759
2021 Note | Lind securities purchase agreement | Lind V
Debt
Amount receivable in private placement transaction		$ 201,534
Aggregate principal amount		$ 221,688	$ 22,000,000
Interest rate	5%		5%
Shares issued		5,388
Conversion price	$ 6
Amortization period	24 months
Percentage of five day VWAP of common stock	90%
Period of VWAP of common stock	5 days
Threshold trading days	20 days
Number of shares issued to satisfy interest and principal payments					3,166,130
December 2021 separate securities purchase agreements
Debt
Gross proceeds from convertible debt				$ 20,200,000
Convertible subordinated debt		$ 19,200,000		$ 18,900,000			$ 20,000,000	$ 18,900,000
Loss on extinguishment of debt					$ 13,000
Outstanding convertible notes					18,200,000
Principal repayment					3,100,000		3,100,000
Principal repayment in cash					1,300,000		1,300,000
Interest repayment in cash					1,900,000		1,900,000
Gain (loss) on change in fair value of convertible notes					66,000,000	$ 200,000	3,000,000	$ 200,000
Principal repayment in common stock					$ 1,800,000		$ 1,800,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands								3 Months Ended
	Mar. 31, 2023	Mar. 14, 2023	Mar. 10, 2023	Sep. 30, 2020	Sep. 04, 2020	Aug. 23, 2019	Jan. 24, 2019	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Aug. 31, 2019
Stockholders' Equity
Preferred stock, authorized (in shares)	10,000,000							10,000,000		10,000,000
Preferred stock, par value (in USD per share)	$ 0.001							$ 0.001		$ 0.001
Preferred stock, outstanding (in shares)	0							0		0
Common stock, authorized (in shares)	240,000,000							240,000,000		240,000,000	240,000,000
Exercise price of warrants							$ 4.15
Number of shares called by warrants issued							1,463,519
Registered direct offering
Stockholders' Equity
Number of shares				8,865,000
2023 Securities Purchase Agreement
Stockholders' Equity
Shares issued	75,768	12,059,298	12,059,298
Net proceeds		$ 10,400	$ 10,400
September 2020 warrants
Stockholders' Equity
Warrants exercisable	1,000,000							1,000,000
August 232019
Stockholders' Equity
Shares issued						4,475,000
September 2020 warrants
Stockholders' Equity
Shares issued					8,865,000			6,648,750
Exercise price of warrants	$ 0.84							$ 0.84
Number of warrants exercised								0	0
August 2019 warrants
Stockholders' Equity
Shares issued						2,237,500
Exercise price of warrants	$ 1.78							$ 1.78				$ 1.78
Proceeds from warrant exercises								$ 0	$ 0
Warrants exercisable	900,000							900,000				2,237,500
Series A Warrants
Stockholders' Equity
Exercise price of warrants	$ 0.2957						$ 0.2957	$ 0.2957
Proceeds from warrant exercises								$ 0	$ 0
Warrants exercisable	300,000							300,000
Number of warrants issued							1,463,519
Number of shares called by warrants issued							3,629,023
Series A Warrants | Minimum
Stockholders' Equity
Exercise price of warrants				$ 0.60
Series A Warrants | Maximum
Stockholders' Equity
Exercise price of warrants				$ 0.2957
Pre funded warrants | 2023 Securities Purchase Agreement
Stockholders' Equity
Shares issuable upon exercise of warrants		9,340,702	9,340,702
Exercise price of warrants	$ 0.001		$ 0.001					$ 0.001
Warrants outstanding	9,300,000							9,300,000
Common warrants | 2023 Securities Purchase Agreement
Stockholders' Equity
Shares issuable upon exercise of warrants		26,750,000	26,750,000
Exercise price of warrants	$ 0.60		$ 0.60					$ 0.60
Warrants outstanding	26,800,000							26,800,000

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Warrant Activity (Details) - $ / shares shares in Thousands		3 Months Ended	12 Months Ended
	Jan. 24, 2019	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity
Outstanding as of March 31, 2023, weighted-average exercise price (in usd per share)	$ 4.15
Warrant Derivative Financial Instruments
Stockholders' Equity
Outstanding as of December 31, 2022		2,545
Issued		36,091
Cancelled		(41)
Outstanding as of March 31, 2023		38,595	2,545
Warrants exercisable as of March 31, 2023		2,504
Outstanding as of December 31, 2022, weighted-average exercise price (in usd per share)		$ 2.78
Issued, weighted-average exercise price		0.44
Cancelled, weighted-average exercise price		15.79
Exercisable, weighted-average exercise price (in usd per share)		2.56
Outstanding as of March 31, 2023, weighted-average exercise price (in usd per share)		$ 0.58	$ 2.78
Weighted-average remaining contractual life (in years)		5 years 2 months 12 days	1 year 8 months 12 days
Exercisable as of March 31, 2023, weighted-average remaining contractual life (in years)		1 year 6 months

Schedule of Valuation Assumptio

Schedule of Valuation Assumptions for Stock Options (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, minimum	3.60%	1.50%
Volatility, minimum	117%		1.13%
Expected term (in years)	5 years
Weighted-average fair value	$ 0.59	$ 1.24
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, maximum	3.90%	1.60%
Volatility, maximum	119%
Expected term (in years)	6 years
Weighted-average fair value	$ 0.68	$ 1.27

Summary of Stock Option Activit

Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted	338,135
Granted in period (USD per share)	$ 0.69
Exercised	0	(6,250)
Total aggregate intrinsic value shares outstanding	$ 1
Total aggregate intrinsic value of vested or expected to vest stock options	1
Total aggregate intrinsic value of exercisable stock options	$ 1
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding as of December 31, 2020	10,400,000
Outstanding, beginning of period (USD per share)	$ 2.26
Granted	4,965,000
Granted in period (USD per share)	$ 0.70
Forfeited	(47,000)
Forfeited (USD per share)	$ 1.91
Expired	(3,000)
Expired (USD per share)	$ 753
Outstanding as of March 31, 2022	15,315,000
Outstanding, end of period (USD per share)	$ 1.61
Outstanding - weighted-average remaining contractual life (in years)	8 years 6 months
Vested and expected to vest, end of period (shares)	15,315,000
Vested and expected to vest stock, end of period (USD per share)	$ 1.61
Weighted-average remaining contractual life (in years) of vested and expected to vest stock options	8 years 6 months
Exercisable, end of period (shares)	6,195,000
Exercisable, end of period (USD per share)	$ 2.01
Weighted-average remaining contractual life (in years) of exercisable stock options	7 years 7 months 6 days
Non qualified stock options to employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted	2,959,625

Schedule of Stock-Based Compens

Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,062	$ 2,232	$ 2,232
Research and Development Expense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	235		229
General and Administrative Expense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 827		$ 2,003

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional information (Details) - USD ($)			3 Months Ended		12 Months Ended
	Jan. 31, 2022	May 15, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Stock-based Compensation
Stock-based compensation expense			$ 1,062,000	$ 2,232,000	$ 2,232,000
Options granted in period			338,135
Weighted-average exercise price per share granted in period			$ 0.69
Term of option grant			10 years
Stock option exercised			0	6,250
Stock options forfeited			49,667,000	0
Unrecognized stock option compensation expense			$ 9,300,000
Weighted average period for recognition			2 years 4 months 24 days
2012 Plan
Stock-based Compensation
Common stock are available for future issuance			5,200,000
Number of shares added each year as a percentage of the number of shares of common stock issued and outstanding			4%
2012 Plan | Minimum [Member]
Stock-based Compensation
Vesting period			1 year
2012 Plan | Maximum [Member]
Stock-based Compensation
Term of option grant			10 years
Vesting period			4 years
ESPP
Stock-based Compensation
Number of additional shares authorized			1,063,421
Purchase price of common stock (in percent)			15%
Number of shares sold			91,645
Share based compensation			$ 16,000
Employee stock option
Stock-based Compensation
Number of additional shares authorized	4,771,457
Number of shares authorized			20,589,275
Purchase price of common stock (in percent)		85%
Options granted in period			4,965,000
Weighted-average exercise price per share granted in period			$ 0.70
ESPP
Stock-based Compensation
Number of shares authorized		1,000,000
2019 Inducement Plan
Stock-based Compensation
Number of shares authorized			1,000,000
Incentive stock option
Stock-based Compensation
Options granted in period			1,467,585
Weighted-average exercise price per share granted in period			$ 0.69
Term of option grant			10 years
Vesting percentage on the first anniversary			25%
Non qualified stock options to employees
Stock-based Compensation
Options granted in period			2,959,625
Non qualified stock options to non employee directors
Stock-based Compensation
Options granted in period			200,000
Weighted-average exercise price per share granted in period			$ 0.81
Term of option grant			10 years
Vesting period			12 months
Performance stock award | Performance stock unit award to Executive
Stock-based Compensation
Stock-based compensation expense			$ 1,300,000			$ 4,900,000
Fair value of common stock						2,400,000
Weighted-average fair value (in USD per share)						$ 4.31
Compensation cost			$ 0

Commitments and Contingencies -

Commitments and Contingencies -Additional information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Oct. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Mar. 31, 2021
Lessee, Lease, Description [Line Items]
Operating Lease, Right-of-Use Asset		$ 58		$ 72
Operating Lease, Liability, Current		$ 60		$ 58
weighted-average remaining lease term		1 year
Weighted-average discount rate		8%
Operating Lease, Liability		$ 60
Rent expense		$ 15,000	$ 13,000
March 2021 Lease
Lessee, Lease, Description [Line Items]
Operating Lease, Right-of-Use Asset	$ 86,000
Lease term					18 months
October 2022 Lease
Lessee, Lease, Description [Line Items]
Lease base rent per month	$ 4,000
Lease term	18 months

Commitments and Contingencies_2

Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Future minimum lease payments for the Company's operating lease with a non-cancelable term
Year Ended December 31, 2023	$ 47
Year Ended December 31, 2024	16
Total	63
Less present value discount	(3)
Operating lease liabilities	$ 60