Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-22245 | |
Entity Registrant Name | SEELOS THERAPEUTICS, INC. | |
Entity Central Index Key | 0001017491 | |
Entity Tax Identification Number | 87-0449967 | |
Entity Incorporation, State or Country Code | NV | |
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 $0.001 per share | |
Trading Symbol | SEEL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 106,090,773 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 61,772 | $ 78,734 |
Prepaid expenses and other current assets | 8,895 | 4,727 |
Total current assets | 70,667 | 83,461 |
Operating lease right-of-use asset | 26 | 39 |
Total assets | 70,693 | 83,500 |
Current liabilities | ||
Accounts payable | 2,127 | 1,693 |
Accrued expenses | 3,549 | 3,728 |
Licenses payable | 200 | |
Short-term portion of convertible notes payable, at fair value | 4,238 | 1,030 |
Derivative liability | 1,174 | |
Warrant liabilities, at fair value | 190 | 424 |
Operating lease liability | 26 | 38 |
Total current liabilities | 10,130 | 8,287 |
Convertible notes payable, at fair value | 14,926 | 17,890 |
Total liabilities | 25,056 | 26,177 |
Commitments and contingencies (note 12) | ||
Stockholders’ equity | ||
Common stock, $0.001 par value, 240,000,000 shares authorized, 105,590,773 and 105,500,445 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 105 | 105 |
Additional paid-in-capital | 200,743 | 198,428 |
Accumulated deficit | (155,211) | (141,210) |
Total stockholders’ equity | 45,637 | 57,323 |
Total liabilities and stockholders’ equity | $ 70,693 | $ 83,500 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock, per 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) | 105,590,773 | 105,500,445 | |
Common stock, outstanding (in shares) | 105,590,773 | 105,500,445 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expense | ||
Research and development | $ 10,009 | $ 14,112 |
General and administrative | 4,001 | 2,500 |
Total operating expense | 14,010 | 16,612 |
Loss from operations | (14,010) | (16,612) |
Other income (expense) | ||
Interest income | 26 | 19 |
Interest expense | (7) | (990) |
Change in fair value of convertible notes | (244) | |
Change in fair value of warrant liabilities | 234 | (1,533) |
Total other income (expense) | 9 | (2,504) |
Net loss and comprehensive loss | $ (14,001) | $ (19,116) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ (0.13) | $ (0.28) |
Earnings Per Share, Diluted | $ (0.13) | $ (0.28) |
Weighted Average Number of Shares Outstanding, Basic | 105,529,772 | 69,053,332 |
Weighted Average Number of Shares Outstanding, Diluted | 105,529,772 | 69,053,332 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 54 | $ 77,680 | $ (75,162) | $ 2,572 |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 54,535,891 | |||
Stock-based compensation expense | 705 | 705 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,146,125 | |||
Issuance of common stock, net of issuance costs | $ 18 | 33,463 | 33,481 | |
Issuance of common stock, options exercised | 65 | 65 | ||
Stock Issued During Period, Shares, New Issues | 17,530,488 | |||
Warrants exercised for cash | $ 6 | 7,017 | 7,023 | |
Ending balance, value at Mar. 31, 2021 | $ 78 | 118,960 | (94,278) | 24,760 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 29,999 | |||
Issuance of common stock, ESPP | 30 | 30 | ||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 40,518 | |||
Net loss | (19,116) | (19,116) | ||
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 78,283,021 | |||
Beginning balance, value at Dec. 31, 2020 | $ 54 | 77,680 | (75,162) | 2,572 |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 54,535,891 | |||
Ending balance, value at Dec. 31, 2021 | $ 105 | 198,428 | (141,210) | $ 57,323 |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 105,500,445 | 105,500,445 | ||
Stock-based compensation expense | 2,232 | $ 2,232 | ||
Issuance of common stock, options exercised | 8 | 8 | ||
Ending balance, value at Mar. 31, 2022 | $ 105 | 200,743 | (155,211) | $ 45,637 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 6,250 | 6,250 | ||
Issuance of common stock, ESPP | 75 | $ 75 | ||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 84,078 | |||
Net loss | $ (14,001) | $ (14,001) | ||
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 105,590,773 | 105,590,773 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (14,001) | $ (19,116) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation expense | 2,232 | 705 |
Change in fair value of warrant liability | (234) | 1,533 |
Change in fair value of convertible notes payable | 244 | |
Amortization of debt discount | 986 | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (4,168) | (777) |
Accounts payable | 434 | (259) |
Accrued expenses | (178) | (199) |
Derivative liability | (1,174) | |
Licenses payable | (200) | 5,875 |
Net cash used in operating activities | (17,045) | (11,252) |
Cash flows provided by financing activities | ||
Payment of convertible note | (5,167) | |
Proceeds from issuance of common stock, net of issuance costs | 33,481 | |
Proceeds from exercise of warrants | 5,868 | |
Proceeds from exercise of options | 8 | 65 |
Proceeds from sales of common stock under ESPP | 75 | 30 |
Net cash provided by financing activities | 83 | 34,277 |
Net increase (decrease) in cash | (16,962) | 23,025 |
Cash, beginning of period | 78,734 | 15,662 |
Cash, end of period | 61,772 | 38,687 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 4 | 4 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Reclass of warrant liabilities related to Series A warrants exercised for cash | 1,155 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 74 |
1. Organization and Description
1. Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. 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, SLS-007 for the potential treatment of Parkinson’s Disease (“PD”) and SLS-008, which is being developed for the potential treatment of an undisclosed indication, but may also be targeted at chronic inflammation in asthma and orphan indications such as pediatric esophagitis. |
2. Liquidity and Going Concern
2. Liquidity and Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2. 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, 2022, the Company had $ 61.8 155.2 On May 24, 2021, the Company completed an underwritten public offering, pursuant to which the Company sold 22,258,066 3.10 64.5 7.3 On January 28, 2021, the Company completed an underwritten public offering, pursuant to which the Company sold 17,530,488 2.05 33.5 3.8 The Company currently has an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). The Company may use the shelf registration statement on Form S-3 to offer from time to time any combination of debt securities, common and preferred stock and warrants. As of March 31, 2022, the Company had approximately $ 95.1 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, 2022 are not sufficient to satisfy its operating cash needs 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. |
3. Significant Accounting Polic
3. Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
3. 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, 2021 included in the Company’s Annual Report on Form 10-K (the “Annual Report”) filed with the SEC on March 4, 2022. 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, 2021 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 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. Net Loss Per 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, 2022 and 2021 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended March 31, 2022 2021 Outstanding stock options 10,299 7,204 Restricted stock units - 2,400 Outstanding warrants 2,635 3,920 Convertible debt 3,704 5,326 16,638 18,850 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, and an entity should adopt the provisions at the beginning of its annual fiscal year. The Company does not expect the adoption of ASU 2020-06 to have an impact on its consolidated financial statements and related disclosures. |
4. Fair Value Measurement
4. Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
4. 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 The Company’s financial assets and liabilities measured at fair value at March 31, 2022 and December 31, 2021 are as follows (in thousands): Schedule of Fair Value Hierarchy Assets and Liabilities Fair Value Measurements as of March 31, 2022 (Level 1) (Level 2) (Level 3) Total Assets Cash $ 61,772 $ - $ - $ 61,772 Liabilities Convertible notes payable, at fair value $ - $ - $ 19,164 $ 19,164 Warrant liabilities, at fair value - - 190 190 $ - $ - $ 19,354 $ 19,354 Fair Value Measurements as of December 31, 2021 (Level 1) (Level 2) (Level 3) Total Assets Cash $ 78,734 $ - $ - $ 78,734 Liabilities Convertible notes payable, at fair value $ - $ - $ 18,920 $ 18,920 Derivative liability, at fair value 1,174 - - 1,174 Warrant liabilities, at fair value - - 424 424 $ 1,174 $ - $ 19,344 $ 20,518 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. The fair value of the convertible notes payable 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. Derivative Liability The derivative liability represents the fair value of the “Shortfall Amount” provision provided for in the license agreement with iX Biopharma Europe Limited. At issuance, the fair value of the embedded derivative was estimated by using a Monte Carlo simulation model. As of December 31, 2021, the Company determined it was probable it would settle the Shortfall Amount in cash and estimated the fair value based on a probability weighted market approach. The Company paid the Shortfall Amount of $ 1.2 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, 2022 and December 31, 2021: Summary of Fair Value Measurements Convertible Notes Valuation Assumptions Three Months Ended Year Ended March 31, 2022 December 31, 2021 Risk-free interest rate 2.45 0.90 0.95 Volatility 105 113 114 Dividend yield - - Contractual term (years) 2.7 3.0 Stock price $ 0.84 $ 1.74 1.95 Warrant Liabilities The common stock warrant liabilities were 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 for the three months ended March 31, 2022 and 2021. Summary of Fair Value Measurements Warrant Valuation Assumptions Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.96% 0.32% Volatility 103.30% 120.91% Dividend yield - - Expected term (years) 1.82 2.82 Weighted-average fair value $ 0.63 $ 4.76 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): Schedule of Fair Value Level 3 Reconciliation Warrant Derivative Convertible notes, liabilities liability at fair value Balance as of December 31, 2020 $ 1,062 $ - $ - Warrant liability reclassified to stockholders' equity (1,155) - - Issuance of convertible notes, at fair value - - 19,150 Issuance of derivative liability - 805 - Change in fair value measurement of derivative liability - 369 - Change in fair value measurement of convertible notes - - (230) Change in fair value measurement of warrant liability 517 - - Balance as of December 31, 2021 $ 424 $ 1,174 $ 18,920 Settlement of derivative liability - (1,174) - Change in fair value measurement of convertible notes - - 244 Change in fair value measurement of warrant liability (234) - - Balance as of March 31, 2022 $ 190 $ $ 19,164 For the three months ended March 31, 2022 and the year ended December 31, 2021, the changes in fair value of the convertible notes, derivative liability and warrant liability primarily resulted from the volatility of the Company’s common stock. |
5. Prepaid Expenses and Other C
5. Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
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): Schedule of Prepaid Expenses and Other Current Assets March 31, December 31, 2022 2021 Prepaid insurance $ 787 $ 59 Prepaid clinical costs 7,694 4,481 Other 414 187 Prepaid expenses and other current assets $ 8,895 $ 4,727 |
6. Common Stock Offerings
6. Common Stock Offerings | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
6. Common Stock Offerings | 6. Common Stock Offerings Public Offerings On May 24, 2021, the Company completed an underwritten public offering, pursuant to which the Company sold 22,258,066 3.10 64.5 7.3 On January 28, 2021, the Company completed an underwritten public offering, pursuant to which the Company sold 17,530,488 2.05 33.5 3.8 Stock Purchase Agreement with iX Biopharma Europe Limited On November 24, 2021, the Company entered in an exclusive license agreement and stock purchase agreement (the “iXBEL Stock Purchase Agreement”) with iX Biopharma Europe Limited (“iXBEL”). As consideration for the license under the license agreement, the Company paid iXBEL an upfront fee of $ 9.0 3.5 2,570,266 2,570,266 5.5 0.8 1.2 |
7. License Agreements
7. License Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
7. 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 Report for the years ended December 31, 2021 and 2020, 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, 2022, 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”) See Note 13 for a subsequent event related to 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 an NDA for a product containing ketamine in any dosage on or before December 31, 2021, $ 0.2 0.1 0.125 0.2 The remaining potential regulatory and commercial milestones are not yet considered probable, and no |
8. Accrued Expenses
8. Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
8. Accrued Expenses | 8. Accrued Expenses Accrued expenses are comprised of the following (in thousands): Schedule of Accrued Liabilities March 31, December 31, 2022 2021 Professional fees $ 190 $ 181 Personnel related 332 1,303 Outside research and development services 2,387 2,219 Insurance 580 - Other 60 25 Accrued expenses, net $ 3,549 $ 3,728 |
9. Debt
9. Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
9. 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. At the first anniversary of the Closing Date, the Company shall have the option, at its sole discretion, to issue to Lind V a convertible promissory note (the “Second Note”) in the principal amount of $11.0 million in exchange for the payment by Lind V of $10.0 million. At the earlier of (i) the two-year anniversary of the Closing Date, or (ii) the successful readout for SLS-005 in ALS, and subject to the mutual agreement of the Company and Lind V, the Company shall issue to Lind V a convertible promissory note (the “Third Note”) in the principal amount of $11.0 million in exchange for the payment by Lind V of $10.0 million. In the event of the filing of a new drug application with the U.S. Food & Drug Administration for either SLS-002 or SLS-005, and subject to the mutual agreement of the Company and Lind V, the Company shall issue to Lind V a convertible promissory note (the “Fourth Note”) in the principal amount of $11.0 million in exchange for the payment by Lind V of $10.0 million. The Second Note, the Third Note and the Fourth Note, if issued, would be in substantially the same form as the 2021 Note. At any time following August 23, 2022, from time to time and before the Maturity Date, Lind V shall have 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”). At any time prior August 23, 2022, the Company shall have the right to prepay, in whole or in part (exercisable by the Company at any time or from time to time during such period), up to an aggregate of $14.7 million of the outstanding Principal Amount of the 2021 Note with no penalty. If the Company does not prepay any amounts of the 2021 Note prior to August 23, 2022 then, commencing August 23, 2022, the Company shall have 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 1/3%) of the amount that the Company elects to prepay at the Conversion Price. If the Company prepays any amounts of the 2021 Note prior to August 23, 2022 then, commencing November 23, 2022, the Company shall not have the right to prepay any amounts of the 2021 Note between August 23, 2022 to November 23, 2022 and, commencing November 23, 2022, the Company shall have 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 1/3%) of the amount that the Company elects to prepay at the Conversion Price. 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 will amortize in twenty-four monthly installments equal to the quotient of (i) the then-outstanding Principal Amount of the 2021 Note, divided by (ii) the number of months remaining until the Maturity Date. All amortization payments shall be payable, at the Company’s sole option, in cash, shares of Common Stock or a combination of both. In addition, commencing on the last business day of the first month following November 23, 2022, the Company will pay, on a monthly basis, all interest that has accrued and remains unpaid on the then-outstanding Principal Amount of the 2021 Note. Any portion of an amortization payment or interest payment that is paid in shares of Common Stock shall be priced at 90% of the average of the five lowest daily volume weighted average prices of the Common Stock during the 20 trading days prior to the date of issuance of the shares. If, after the first amortization payment, the Company elects to make any amortization payments in cash, the Company shall pay a 5% premium on each cash payment. In conjunction with the 2021 Lind Securities Purchase Agreement and the 2021 Note, on the Closing Date, the Company and Lind V entered into a security agreement, which provides Lind V with a first priority lien on the Company’s assets and properties. 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 will bear no interest and mature on December 2, 2024, and (ii) an aggregate of 5,388 shares of its common stock. These notes have substantially the same terms as the 2021 Note. During the year ended December 31, 2021, the Company received aggregate gross proceeds of $ 20.2 19.2 0.2 18.9 0.2 19.2 As of March 31, 2022, the principal contractual balance of the convertible notes totaled $ 22.2 December 2020 Convertible Note and Private Placement On December 11, 2020, the Company entered into a Securities Purchase Agreement (the “2020 Lind Securities Purchase Agreement”) with Lind Global Asset Management II, LLC (the “Investor”) pursuant to which, among other things, on December 11, 2020, the Company issued and sold to the Investor, in a private placement transaction, in exchange for the payment by the Investor of $10,000,000, (1) a convertible promissory note (the “2020 Note”) in an aggregate principal amount of $12,000,000 (the “Principal Amount”), which did not bear interest and was to mature on December 11, 2022 (the “Maturity Date”), and (2) 975,000 shares of the Company’s common stock. At any time following June 11, 2021, and from time to time before the Maturity Date, the Investor had the option to convert any portion of the then-outstanding Principal Amount of the Note into shares of common stock at a price per share of $1.60, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. Prior to June 11, 2021, the Company had the right to prepay up to sixty-six and two-thirds percent (66 2/3%) of the then-outstanding Principal Amount of the 2020 Note with no penalty. Subject to certain exceptions, the Company was 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 2020 Note, unless waived by the Investor in advance. The 2020 Note began amortizing in June 2021 and was to amortize in eighteen monthly installments equal to the quotient of (i) the then-outstanding Principal Amount of the 2020 Note, divided by (ii) the number of months remaining until the Maturity Date. All amortization payments were to be payable solely in cash, plus a 2% premium. During the first half of 2021, the Company made certain repayments on the outstanding principal balance of the convertible notes. On June 14, 2021, the Company and the Investor entered into an Acknowledgment and Termination Agreement, pursuant to which the Company agreed to issue to the Investor an aggregate of 406,250 additional shares of its common stock (the “Lind Shares”) and to pay the Investor the remaining principal amount of $790,804 (the “Final Payment”) in full satisfaction of the Company’s remaining obligations to the Investor under the 2020 Note. The Company issued the Lind Shares and made the Final Payment to the Investor, and the 2020 Lind Securities Purchase Agreement and the 2020 Note terminated, effective June 15, 2021. On December 17, 2020, the Company entered into three separate securities purchase agreements with certain accredited investors on substantially the same terms as the Lind Securities Purchase Agreement (the “December 17 SPAs”), pursuant to which the Company sold, in private placement transactions, in exchange for the payment by the accredited investors of an aggregate of $1,138,023, (1) convertible promissory notes (the “December 17 Notes”) in an aggregate principal amount of $1,365,628, which did not bear interest and were to mature on December 17, 2022, and (2) an aggregate of 110,956 shares of its common stock. On December 18, 2020, the Company entered into an additional securities purchase agreement with an accredited investor on substantially the same terms as the Lind Securities Purchase Agreement (the “December 18 SPA” and, together with the December 17 SPAs, the "Subsequent Securities Purchase Agreements"), pursuant to which the Company sold, in a private placement transaction, in exchange for the payment by the accredited investor of $269,373, (1) a convertible promissory note in an aggregate principal amount of $323,247, which did not bear interest and was to mature on December 18, 2022 (the “December 18 Note” and, together with the December 17 Notes, the “Subsequent Notes”), and (2) 26,263 shares of the Company’s common stock. The Subsequent Securities Purchase Agreements had substantially the same terms as the Lind Securities Purchase Agreement, and the Subsequent Notes had substantially the same terms as the Note. During the first half of 2021, the Company made certain repayments on the outstanding principal balance of the convertible notes. On July 7, 2021, the Company and the holder of the December 18 Note (the “December 18 Note Holder”) entered into an Acknowledgement and Termination Agreement, pursuant to which: (i) the December 18 Note Holder agreed to return to the Company $42,777 in cash (the “Repayment”) previously paid by the Company to the December 18 Note Holder as a payment against the Company’s obligations under the December 18 Note, and (ii) the Company agreed to issue to the December 18 Note Holder an aggregate of 43,664 additional shares of its common stock (the “December 18 Note Shares”) in full satisfaction of the Company’s remaining obligations to the December 18 Note Holder under the December 18 Note. The December 18 Note Holder paid the Company the Repayment and the Company issued the December Note Shares, and the December 18 SPA and the December 18 Note terminated, effective July 7, 2021. The Company received aggregate net proceeds of $10.9 million from the convertible note offering, net of $0.5 million of issuance costs. The total gross proceeds were allocated to the convertible notes and common stock issued under the agreements based on their relative fair values. Due to the principal payments made during the year, the Company remeasured the beneficial conversion feature discount at each payment date and recorded a loss on extinguishment of debt of approximately $1.0 million during the year ended December 31, 2021 as well as a reduction in additional paid-in capital of $1.5 million as of December 31, 2021. During the year ended December 31, 2021, the Company paid approximately $ 13.6 475,315 none |
10. Stockholders_ Equity
10. Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
10. Stockholders’ Equity | 10. Stockholders’ Equity Preferred Stock The Company is authorized to issue 10,000,000 0.001 No Common Stock The Company has authorized 240,000,000 Each share of common stock is entitled to one voting right Warrants 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 initially exercisable for 6,648,750 0.84 March 9, 2021 During the three months ended March 31, 2022 and 2021, September 2020 Warrants were exercised for 0 4.7 0 3.9 1.0 million 0.84 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 February 27, 2020 During the three months ended March 31, 2022 and 2021, August 2019 Warrants for 0 1.0 0 1.8 900,000 1.78 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, 2022 and 2021, Series A Warrants for 0 and 0.5 million shares of common stock, respectively, were exercised for approximately $ 0 and $ 0.1 million, respectively. As of March 31, 2022, 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, 2022 is as follows (share amounts in thousands): Summary of Warrant Activity Weighted- Weighted- Average Average Remaining Exercise Contractual Life Warrants Price (in years) Outstanding as of December 31, 2021 2,635 $ 4.29 2.4 Issued - $ - Exercised - $ - Cancelled - $ - Outstanding as of March 31, 2022 2,635 $ 4.29 2.2 Exercisable as of March 31, 2022 2,635 $ 4.29 2.2 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. |
11. Stock-based Compensation
11. Stock-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
11. 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 to four years and have a maximum term of ten years from the date of grant. The 2012 Plan provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the 2012 Plan on January 1st of each year commencing on January 1, 2020 and ending on (and including) January 1, 2029. The number of shares added each year will be equal to the lesser of (a) 4% of the number of shares of common stock issued and outstanding on a fully-diluted basis as of the close of business on the immediately preceding December 31, and (b) a number of shares of common stock set by the Company’s board of directors on or prior to each such January 1. On January 1, 2022, in accordance with the foregoing, an aggregate of 4,713,637 15,817,818 shares of common stock were authorized under the 2012 Plan, of which 5.5 million shares of common stock were available for future grants. No further awards may be issued under the Seelos Therapeutics, Inc. 2016 Equity Incentive Plan (the "2016 Plan"). 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 1.0 1,055,004 84,078 15 17,000 On July 28, 2019, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company 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 Stock options During the three months ended March 31, 2022, the Company granted 560,605 2,299,395 1.46 10 25 During the three months ended March 31, 2022, the Company also granted 140,000 1.56 10 12 The fair value of stock option grants are 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, 2022, 6,250 no The following assumptions were used in determining the fair value of the stock options granted during the three months ended March 31, 2022 and 2021: Schedule of Valuation Assumptions for Stock Options Three Months Ended March 31, 2022 March 31, 2021 Risk-free interest rate 1.5 1.6 0.5 0.9 Volatility 113 120 125 Dividend yield - - Expected term (years) 5 6 5 6 Weighted-average fair value $ 1.24 - 1.27 $ 3.62 A summary of stock option activity during the three months ended March 31, 2022 is as follows (share amounts in thousands): Summary of Stock Option Activity Weighted- Weighted- Average Total Average Remaining Aggregate Stock Exercise Contractual Intrinsic Options Price Life (in years) Value Outstanding as of December 31, 2021 7,306 $ 2.60 Granted 3,000 1.47 Exercised (6) 1.06 Cancelled - - Outstanding as of March 31, 2022 10,300 $ 2.27 8.7 $ 2,894 Vested and expected to vest as of March 31, 2022 10,300 $ 2.27 8.7 $ 2,894 Exercisable as of March 31, 2022 3,085 $ 3.00 8.1 $ 2,894 The intrinsic value of options exercised during the three months ended March 31, 2022 and 2021 was $ 0.1 0 10.2 2.6 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 4.31 4.9 1.3 no 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): Schedule of Stock-Based Compensation Expense Three Months Ended March 31, 2022 2021 Research and development $ 229 $ 136 General and administrative 2,003 569 $ 2,232 $ 705 |
12. Commitments and Contingenci
12. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
12. Commitments and Contingencies | 12. Commitments and Contingencies Leases In March 2019, the Company entered into a nine-month office space rental agreement for its headquarters in New York, New York expiring November 2019. In November 2019, the Company renewed this rental agreement for an additional twelve-months for a base rent of approximately $9,000 per month. In November 2020, the Company renewed this rental agreement for an additional twelve-months for a base rent of approximately $3,800 per month. In March 2021, the Company was notified that the counterparty’s right to occupy the space at 300 Park Avenue, New York, NY was terminated, and the Company was required to vacate by March 26, 2021. The Company vacated the premises and has advised the counterparty that the counterparty is in breach of this rental agreement and therefore, the Company has no further obligations thereunder. In March 2021, the Company entered into an eighteen-month office space rental agreement for its headquarters at 300 Park Avenue, New York, NY, expiring July 2022. The rental agreement contains a base rent of approximately $4,000 per month. This agreement includes one or more renewal options. 26,000 26,000 Upon the commencement of the 300 Park Avenue, New York, NY office space in March 2021, in exchange for the new operating lease liability, the Company recognized a right-of-use asset of $ 74,000 0.5 8.0 At March 31, 2022, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as follows (in thousands): Schedule of future minimum operating lease payments Operating Leases Remaining Period Ended December 31, 2022 $ 27 Total 27 Less present value discount (1) Operating lease liabilities $ 26 For each of the three months ended March 31, 2022 and 2021, rent expense totaled $ 0.1 million. 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, 2022, there was no material litigation against or involving the Company. |
13. Subsequent Events
13. Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
13. Subsequent Events | 13. Subsequent Events On April 8, 2022, Seelos Corporation (“STI”), a wholly-owned subsidiary of the Company, and Phoenixus AG f/k/a Vyera Pharmaceuticals AG (“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 $ 4.0 500,000 500,000 The Company paid the $ 4.0 500,000 |
3. Significant Accounting Pol_2
3. Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
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, 2021 included in the Company’s Annual Report on Form 10-K (the “Annual Report”) filed with the SEC on March 4, 2022. 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, 2021 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 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 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. |
Net Loss Per Share | Net Loss Per 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, 2022 and 2021 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended March 31, 2022 2021 Outstanding stock options 10,299 7,204 Restricted stock units - 2,400 Outstanding warrants 2,635 3,920 Convertible debt 3,704 5,326 16,638 18,850 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, and an entity should adopt the provisions at the beginning of its annual fiscal year. The Company does not expect the adoption of ASU 2020-06 to have an impact on its consolidated financial statements and related disclosures. |
3. Significant Accounting Pol_3
3. Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities outstanding for the three months ended March 31, 2022 and 2021 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended March 31, 2022 2021 Outstanding stock options 10,299 7,204 Restricted stock units - 2,400 Outstanding warrants 2,635 3,920 Convertible debt 3,704 5,326 16,638 18,850 |
4. Fair Value Measurement (Tabl
4. Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and December 31, 2021 are as follows (in thousands): Schedule of Fair Value Hierarchy Assets and Liabilities Fair Value Measurements as of March 31, 2022 (Level 1) (Level 2) (Level 3) Total Assets Cash $ 61,772 $ - $ - $ 61,772 Liabilities Convertible notes payable, at fair value $ - $ - $ 19,164 $ 19,164 Warrant liabilities, at fair value - - 190 190 $ - $ - $ 19,354 $ 19,354 Fair Value Measurements as of December 31, 2021 (Level 1) (Level 2) (Level 3) Total Assets Cash $ 78,734 $ - $ - $ 78,734 Liabilities Convertible notes payable, at fair value $ - $ - $ 18,920 $ 18,920 Derivative liability, at fair value 1,174 - - 1,174 Warrant liabilities, at fair value - - 424 424 $ 1,174 $ - $ 19,344 $ 20,518 |
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): Schedule of Fair Value Level 3 Reconciliation Warrant Derivative Convertible notes, liabilities liability at fair value Balance as of December 31, 2020 $ 1,062 $ - $ - Warrant liability reclassified to stockholders' equity (1,155) - - Issuance of convertible notes, at fair value - - 19,150 Issuance of derivative liability - 805 - Change in fair value measurement of derivative liability - 369 - Change in fair value measurement of convertible notes - - (230) Change in fair value measurement of warrant liability 517 - - Balance as of December 31, 2021 $ 424 $ 1,174 $ 18,920 Settlement of derivative liability - (1,174) - Change in fair value measurement of convertible notes - - 244 Change in fair value measurement of warrant liability (234) - - Balance as of March 31, 2022 $ 190 $ $ 19,164 |
Long-Term Debt [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of Fair Value Measurements Warrant Valuation Assumptions | 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, 2022 and December 31, 2021: Summary of Fair Value Measurements Convertible Notes Valuation Assumptions Three Months Ended Year Ended March 31, 2022 December 31, 2021 Risk-free interest rate 2.45 0.90 0.95 Volatility 105 113 114 Dividend yield - - Contractual term (years) 2.7 3.0 Stock price $ 0.84 $ 1.74 1.95 |
Warrant [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of Fair Value Measurements Warrant Valuation Assumptions | The following assumptions were used in determining the fair value of the warrant liabilities valued using the Black-Scholes option pricing model for the three months ended March 31, 2022 and 2021. Summary of Fair Value Measurements Warrant Valuation Assumptions Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.96% 0.32% Volatility 103.30% 120.91% Dividend yield - - Expected term (years) 1.82 2.82 Weighted-average fair value $ 0.63 $ 4.76 |
5. Prepaid Expenses and Other_2
5. Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets are comprised of the following (in thousands): Schedule of Prepaid Expenses and Other Current Assets March 31, December 31, 2022 2021 Prepaid insurance $ 787 $ 59 Prepaid clinical costs 7,694 4,481 Other 414 187 Prepaid expenses and other current assets $ 8,895 $ 4,727 |
8. Accrued Expenses (Tables)
8. Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses are comprised of the following (in thousands): Schedule of Accrued Liabilities March 31, December 31, 2022 2021 Professional fees $ 190 $ 181 Personnel related 332 1,303 Outside research and development services 2,387 2,219 Insurance 580 - Other 60 25 Accrued expenses, net $ 3,549 $ 3,728 |
10. Stockholders_ Equity (Table
10. Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Warrant Activity | A summary of warrant activity during the three months ended March 31, 2022 is as follows (share amounts in thousands): Summary of Warrant Activity Weighted- Weighted- Average Average Remaining Exercise Contractual Life Warrants Price (in years) Outstanding as of December 31, 2021 2,635 $ 4.29 2.4 Issued - $ - Exercised - $ - Cancelled - $ - Outstanding as of March 31, 2022 2,635 $ 4.29 2.2 Exercisable as of March 31, 2022 2,635 $ 4.29 2.2 |
11. Stock-based Compensation (T
11. Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Valuation Assumptions for Stock Options | The following assumptions were used in determining the fair value of the stock options granted during the three months ended March 31, 2022 and 2021: Schedule of Valuation Assumptions for Stock Options Three Months Ended March 31, 2022 March 31, 2021 Risk-free interest rate 1.5 1.6 0.5 0.9 Volatility 113 120 125 Dividend yield - - Expected term (years) 5 6 5 6 Weighted-average fair value $ 1.24 - 1.27 $ 3.62 |
Summary of Stock Option Activity | A summary of stock option activity during the three months ended March 31, 2022 is as follows (share amounts in thousands): Summary of Stock Option Activity Weighted- Weighted- Average Total Average Remaining Aggregate Stock Exercise Contractual Intrinsic Options Price Life (in years) Value Outstanding as of December 31, 2021 7,306 $ 2.60 Granted 3,000 1.47 Exercised (6) 1.06 Cancelled - - Outstanding as of March 31, 2022 10,300 $ 2.27 8.7 $ 2,894 Vested and expected to vest as of March 31, 2022 10,300 $ 2.27 8.7 $ 2,894 Exercisable as of March 31, 2022 3,085 $ 3.00 8.1 $ 2,894 |
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): Schedule of Stock-Based Compensation Expense Three Months Ended March 31, 2022 2021 Research and development $ 229 $ 136 General and administrative 2,003 569 $ 2,232 $ 705 |
12. Commitments and Contingen_2
12. Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum operating lease payments | At March 31, 2022, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as follows (in thousands): Schedule of future minimum operating lease payments Operating Leases Remaining Period Ended December 31, 2022 $ 27 Total 27 Less present value discount (1) Operating lease liabilities $ 26 |
2. Liquidity and Going Concern
2. Liquidity and Going Concern (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 31, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | May 24, 2021 | Jan. 28, 2021 | |
Cash | $ 78,734 | $ 61,772 | |||||
Accumlated deficit | $ 141,210 | 155,211 | |||||
Cash received from stock sale | $ 33,481 | ||||||
[custom:FinancingAvailableUnderFormS3ShelfRegistrationStatement-0] | $ 95,100 | ||||||
May 242021 [Member] | |||||||
Number of shares of common stock issued | 22,258,066 | 22,258,066 | |||||
Shares Issued, Price Per Share | $ 3.10 | ||||||
Cash received from stock sale | $ 64,500 | $ 64,500 | |||||
Offering proceeds used to partially repay certain convertible promissory notes | $ 7,300 | $ 7,300 | |||||
January 282021 [Member] | |||||||
Number of shares of common stock issued | 17,530,488 | 17,530,488 | |||||
Shares Issued, Price Per Share | $ 2.05 | ||||||
Cash received from stock sale | $ 33,500 | $ 33,500 | |||||
Offering proceeds used to partially repay certain convertible promissory notes | $ 3,800 | $ 3,800 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 16,638,000 | 18,850,000 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 10,299,000 | 7,204,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 2,400,000 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 2,635,000 | 3,920,000 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded | 3,704,000 | 5,326,000 |
Schedule of Fair Value Hierarch
Schedule of Fair Value Hierarchy Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Assets [Abstract] | ||||
Cash | $ 61,772 | $ 78,734 | $ 38,687 | $ 15,662 |
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | 1,174 | |||
Fair Value, Recurring [Member] | ||||
Assets [Abstract] | ||||
Cash | 61,772 | 78,734 | ||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | 19,354 | 20,518 | ||
Fair Value, Recurring [Member] | Long-Term Debt [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | 19,164 | 18,920 | ||
Fair Value, Recurring [Member] | Warrant [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | 190 | 424 | ||
Fair Value, Recurring [Member] | Derivative Financial Instruments, Liabilities [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | 1,174 | |||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||||
Assets [Abstract] | ||||
Cash | 61,772 | 78,734 | ||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | 1,174 | |||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Long-Term Debt [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | ||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | ||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Derivative Financial Instruments, Liabilities [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | 1,174 | |||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||||
Assets [Abstract] | ||||
Cash | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | ||||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Long-Term Debt [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | ||||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | ||||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Derivative Financial Instruments, Liabilities [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | ||||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||||
Assets [Abstract] | ||||
Cash | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | 19,354 | 19,344 | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Long-Term Debt [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | 19,164 | 18,920 | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liabilities, at fair value | $ 190 | $ 424 |
Summary of Fair Value Measureme
Summary of Fair Value Measurements Convertible Notes Valuation Assumptions (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Long-Term Debt [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.84 | |||
Long-Term Debt [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years 8 months 12 days | 3 years | ||
Long-Term Debt [Member] | Minimum [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 1.74 | |||
Long-Term Debt [Member] | Maximum [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 1.95 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 113.00% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ||||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 5 years | ||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 6 years | 6 years | ||
Share-Based Payment Arrangement, Option [Member] | Long-Term Debt [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 245.00% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 1050000.00% | |||
Share-Based Payment Arrangement, Option [Member] | Long-Term Debt [Member] | Minimum [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 90.00% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 1130000.00% | |||
Share-Based Payment Arrangement, Option [Member] | Long-Term Debt [Member] | Maximum [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 95.00% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 1140000.00% |
Summary of Fair Value Measure_2
Summary of Fair Value Measurements Warrant Valuation Assumptions (Details) - Fair Value, Inputs, Level 3 [Member] - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.96% | 0.32% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 10330.00% | 12091.00% |
Dividend yield (in percent) | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 1 year 9 months 25 days | 2 years 9 months 25 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.63 | $ 4.76 |
Schedule of Fair Value Level 3
Schedule of Fair Value Level 3 Reconciliation (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | $ 190 | $ 424 | $ 1,062 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 | (1,155) | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (234) | 517 | |
Long-Term Debt [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 19,164 | 18,920 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | 19,150 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 244 | (230) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | (19,150) | ||
Derivative Financial Instruments, Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 1,174 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | 1,174 | 805 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 369 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | $ (1,174) | $ (805) |
4. Fair Value Measurement (Deta
4. Fair Value Measurement (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2022 | Nov. 30, 2021 | Mar. 31, 2022 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net | $ 0 | ||
I X License Agreement [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
[custom:NonrefundableCashPayment] | $ 1,200,000 | $ 3,500,000 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 787 | $ 59 |
Prepaid clinical costs | 7,694 | 4,481 |
Other | 414 | 187 |
Prepaid expenses and other current assets | $ 8,895 | $ 4,727 |
6. Common Stock Offerings (Deta
6. Common Stock Offerings (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2022 | Nov. 30, 2021 | May 31, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 24, 2021 | Jan. 28, 2021 | |
Business Acquisition [Line Items] | ||||||||||
Cash received from stock sale | $ 33,481 | |||||||||
Research and Development Expense | $ 10,009 | $ 14,112 | ||||||||
I X License Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Research and Development Expense | $ 9,000 | |||||||||
[custom:NonrefundableCashPayment] | $ 1,200 | $ 3,500 | ||||||||
[custom:Issuanceofcommonstockforlicenseacquiredshares] | 2,570,266 | |||||||||
[custom:MinimumStockValueOfSharesIssued] | $ 5,500 | |||||||||
[custom:InitialStockValuationShortfallFrom5.5MillionValue] | $ 800 | |||||||||
May 242021 [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares of common stock issued | 22,258,066 | 22,258,066 | ||||||||
Shares Issued, Price Per Share | $ 3.10 | |||||||||
Cash received from stock sale | $ 64,500 | $ 64,500 | ||||||||
Offering proceeds used to partially repay certain convertible promissory notes | $ 7,300 | $ 7,300 | ||||||||
January 282021 [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares of common stock issued | 17,530,488 | 17,530,488 | ||||||||
Shares Issued, Price Per Share | $ 2.05 | |||||||||
Cash received from stock sale | $ 33,500 | $ 33,500 | ||||||||
Offering proceeds used to partially repay certain convertible promissory notes | $ 3,800 | $ 3,800 |
7. License Agreements (Details
7. License Agreements (Details Narrative) - Weg License Agreement [Member] - USD ($) | 1 Months Ended | ||||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Aug. 31, 2019 | Mar. 31, 2022 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Business Combination, Separately Recognized Transactions, Description | 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 an NDA for a product containing ketamine in any dosage on or before December 31, 2021, $ | ||||
[custom:NonrefundableCashPayment] | $ 200,000 | $ 125,000 | $ 100,000 | ||
Asset Acquisition, Contingent Consideration, Liability, Current | $ 0 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 190 | $ 181 |
Personnel related | 332 | 1,303 |
Outside research and development services | 2,387 | 2,219 |
Insurance | 580 | |
Other | 60 | 25 |
Accrued expenses, net | $ 3,549 | $ 3,728 |
9. Debt (Details Narrative)
9. Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 24 Months Ended | 27 Months Ended | |||||
Nov. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Nov. 24, 2024 | Nov. 23, 2024 | Dec. 02, 2021 | |
Short-Term Debt [Line Items] | |||||||||
[custom:GainLossInFairValueOfConvertibleNotes] | $ (244,000) | ||||||||
November 2021 Lind Securities Purchase Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-Term Debt, Description | 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. | ||||||||
First Anniversary Of November 2021 Lind Securities Purchase Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-Term Debt, Description | At the first anniversary of the Closing Date, the Company shall have the option, at its sole discretion, to issue to Lind V a convertible promissory note (the “Second Note”) in the principal amount of $11.0 million in exchange for the payment by Lind V of $10.0 million. At the earlier of (i) the two-year anniversary of the Closing Date, or (ii) the successful readout for SLS-005 in ALS, and subject to the mutual agreement of the Company and Lind V, the Company shall issue to Lind V a convertible promissory note (the “Third Note”) in the principal amount of $11.0 million in exchange for the payment by Lind V of $10.0 million. In the event of the filing of a new drug application with the U.S. Food & Drug Administration for either SLS-002 or SLS-005, and subject to the mutual agreement of the Company and Lind V, the Company shall issue to Lind V a convertible promissory note (the “Fourth Note”) in the principal amount of $11.0 million in exchange for the payment by Lind V of $10.0 million. The Second Note, the Third Note and the Fourth Note, if issued, would be in substantially the same form as the 2021 Note. | ||||||||
August 232022 Thru Maturity November 2021 Lind Securities Purchase Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-Term Debt, Description | At any time following August 23, 2022, from time to time and before the Maturity Date, Lind V shall have 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”). At any time prior August 23, 2022, the Company shall have the right to prepay, in whole or in part (exercisable by the Company at any time or from time to time during such period), up to an aggregate of $14.7 million of the outstanding Principal Amount of the 2021 Note with no penalty. If the Company does not prepay any amounts of the 2021 Note prior to August 23, 2022 then, commencing August 23, 2022, the Company shall have 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 1/3%) of the amount that the Company elects to prepay at the Conversion Price. If the Company prepays any amounts of the 2021 Note prior to August 23, 2022 then, commencing November 23, 2022, the Company shall not have the right to prepay any amounts of the 2021 Note between August 23, 2022 to November 23, 2022 and, commencing November 23, 2022, the Company shall have 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 1/3%) of the amount that the Company elects to prepay at the Conversion Price. | ||||||||
Amortize November 2021 Lind Securities Purchase Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-Term Debt, Description | Beginning on November 23, 2022, the 2021 Note will amortize in twenty-four monthly installments equal to the quotient of (i) the then-outstanding Principal Amount of the 2021 Note, divided by (ii) the number of months remaining until the Maturity Date. All amortization payments shall be payable, at the Company’s sole option, in cash, shares of Common Stock or a combination of both. In addition, commencing on the last business day of the first month following November 23, 2022, the Company will pay, on a monthly basis, all interest that has accrued and remains unpaid on the then-outstanding Principal Amount of the 2021 Note. Any portion of an amortization payment or interest payment that is paid in shares of Common Stock shall be priced at 90% of the average of the five lowest daily volume weighted average prices of the Common Stock during the 20 trading days prior to the date of issuance of the shares. If, after the first amortization payment, the Company elects to make any amortization payments in cash, the Company shall pay a 5% premium on each cash payment. In conjunction with the 2021 Lind Securities Purchase Agreement and the 2021 Note, on the Closing Date, the Company and Lind V entered into a security agreement, which provides Lind V with a first priority lien on the Company’s assets and properties. | ||||||||
December 2021 S P As [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-Term Debt, Description | 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 will bear no interest and mature on December 2, 2024, and (ii) an aggregate of 5,388 shares of its common stock. These notes have substantially the same terms as the 2021 Note. | ||||||||
Proceeds from Convertible Debt | $ 20,200,000 | ||||||||
Convertible Subordinated Debt | 18,900,000 | $ 19,200,000 | |||||||
[custom:GainLossInFairValueOfConvertibleNotes] | 200,000 | 200,000 | |||||||
Long-Term Debt, Fair Value | 19,200,000 | ||||||||
Convertible Notes Payable | $ 22,200,000 | ||||||||
Lind Securities Purchase Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-Term Debt, Description | On December 11, 2020, the Company entered into a Securities Purchase Agreement (the “2020 Lind Securities Purchase Agreement”) with Lind Global Asset Management II, LLC (the “Investor”) pursuant to which, among other things, on December 11, 2020, the Company issued and sold to the Investor, in a private placement transaction, in exchange for the payment by the Investor of $10,000,000, (1) a convertible promissory note (the “2020 Note”) in an aggregate principal amount of $12,000,000 (the “Principal Amount”), which did not bear interest and was to mature on December 11, 2022 (the “Maturity Date”), and (2) 975,000 shares of the Company’s common stock. At any time following June 11, 2021, and from time to time before the Maturity Date, the Investor had the option to convert any portion of the then-outstanding Principal Amount of the Note into shares of common stock at a price per share of $1.60, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. Prior to June 11, 2021, the Company had the right to prepay up to sixty-six and two-thirds percent (66 2/3%) of the then-outstanding Principal Amount of the 2020 Note with no penalty. Subject to certain exceptions, the Company was 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 2020 Note, unless waived by the Investor in advance. The 2020 Note began amortizing in June 2021 and was to amortize in eighteen monthly installments equal to the quotient of (i) the then-outstanding Principal Amount of the 2020 Note, divided by (ii) the number of months remaining until the Maturity Date. All amortization payments were to be payable solely in cash, plus a 2% premium. During the first half of 2021, the Company made certain repayments on the outstanding principal balance of the convertible notes. On June 14, 2021, the Company and the Investor entered into an Acknowledgment and Termination Agreement, pursuant to which the Company agreed to issue to the Investor an aggregate of 406,250 additional shares of its common stock (the “Lind Shares”) and to pay the Investor the remaining principal amount of $790,804 (the “Final Payment”) in full satisfaction of the Company’s remaining obligations to the Investor under the 2020 Note. The Company issued the Lind Shares and made the Final Payment to the Investor, and the 2020 Lind Securities Purchase Agreement and the 2020 Note terminated, effective June 15, 2021. | ||||||||
December 17 S P As [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-Term Debt, Description | On December 17, 2020, the Company entered into three separate securities purchase agreements with certain accredited investors on substantially the same terms as the Lind Securities Purchase Agreement (the “December 17 SPAs”), pursuant to which the Company sold, in private placement transactions, in exchange for the payment by the accredited investors of an aggregate of $1,138,023, (1) convertible promissory notes (the “December 17 Notes”) in an aggregate principal amount of $1,365,628, which did not bear interest and were to mature on December 17, 2022, and (2) an aggregate of 110,956 shares of its common stock. On December 18, 2020, the Company entered into an additional securities purchase agreement with an accredited investor on substantially the same terms as the Lind Securities Purchase Agreement (the “December 18 SPA” and, together with the December 17 SPAs, the "Subsequent Securities Purchase Agreements"), pursuant to which the Company sold, in a private placement transaction, in exchange for the payment by the accredited investor of $269,373, (1) a convertible promissory note in an aggregate principal amount of $323,247, which did not bear interest and was to mature on December 18, 2022 (the “December 18 Note” and, together with the December 17 Notes, the “Subsequent Notes”), and (2) 26,263 shares of the Company’s common stock. The Subsequent Securities Purchase Agreements had substantially the same terms as the Lind Securities Purchase Agreement, and the Subsequent Notes had substantially the same terms as the Note. During the first half of 2021, the Company made certain repayments on the outstanding principal balance of the convertible notes. On July 7, 2021, the Company and the holder of the December 18 Note (the “December 18 Note Holder”) entered into an Acknowledgement and Termination Agreement, pursuant to which: (i) the December 18 Note Holder agreed to return to the Company $42,777 in cash (the “Repayment”) previously paid by the Company to the December 18 Note Holder as a payment against the Company’s obligations under the December 18 Note, and (ii) the Company agreed to issue to the December 18 Note Holder an aggregate of 43,664 additional shares of its common stock (the “December 18 Note Shares”) in full satisfaction of the Company’s remaining obligations to the December 18 Note Holder under the December 18 Note. The December 18 Note Holder paid the Company the Repayment and the Company issued the December Note Shares, and the December 18 SPA and the December 18 Note terminated, effective July 7, 2021. | ||||||||
Repayments of Convertible Debt | $ 13,600,000 | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 475,315 | ||||||||
Long-Term Debt | $ 0 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - Warrant Derivative Financial Instruments [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Offsetting Assets [Line Items] | |
Outstanding as of December 31, 2021 | shares | 2,635,000 |
Outstanding as of December 31, 2020, weighted-average exercise price (in usd per share) | $ / shares | $ 4.29 |
Warrants outstanding as of December 31, 2020, weighted-average remaing contractual life (in years) | 2 years 4 months 24 days |
Issued | shares | |
Issued, warrant exercise price | $ / shares | |
Exercised | shares | |
Exercised, exercise price of warrants | $ / shares | |
Cancelled | shares | |
Cancelled, exercise price of warrants | $ / shares | |
Outstanding as of March 31, 2022 | shares | 2,635,000 |
Outstanding as of June 30, 2021, weighted-average exercise price (in usd per share) | $ / shares | $ 4.29 |
Warrants outstanding as of June 30, 2021, weighted-average remaing contractual life (in years) | 2 years 2 months 12 days |
Warrants exercisable as of March 31, 2022 | shares | 2,635,000 |
Exercisable, weighted-average exercise price (in usd per share) | $ / shares | $ 4.29 |
Warrants exercisable as of June 30, 2021, weighted-average remaing contractual life (in years) | 2 years 2 months 12 days |
10. Stockholders_ Equity (Detai
10. Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Aug. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 04, 2020 | |
Class of Warrant or Right [Line Items] | |||||||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | |||||
Preferred stock, per value (in usd per share) | $ 0.001 | $ 0.001 | |||||
Preferred stock, outstanding (in shares) | 0 | 0 | |||||
Common stock, authorized (in shares) | 240,000,000 | 240,000,000 | 240,000,000 | ||||
Common stock voting right | Each share of common stock is entitled to one voting right | ||||||
Proceeds from exercise of warrants | $ 5,868,000 | ||||||
September 2020 Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares of common stock issued | 6,648,750 | ||||||
Warrants exercisable as of June 30, 2021 | 1 | ||||||
August 232019 [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares of common stock issued | 4,475,000 | ||||||
August 2019 Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants exercisable as of June 30, 2021 | 900,000 | ||||||
September 2020 Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant description | 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 initially 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. | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.84 | $ 0.84 | |||||
Date on which warrants became exercisable | Mar. 9, 2021 | ||||||
Number of warrants exercised | 0 | 4,700,000 | |||||
Proceeds from exercise of warrants | $ 0 | $ 3,900,000 | |||||
August 2019 Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant description | 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. | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.78 | ||||||
Date on which warrants became exercisable | Feb. 27, 2020 | ||||||
Number of warrants exercised | 0 | 1,000,000 | |||||
Proceeds from exercise of warrants | $ 0 | $ 1,800,000 | |||||
Series A Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant description | 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. | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.2957 | ||||||
Number of warrants exercised | 0 | 500,000 | |||||
Proceeds from exercise of warrants | $ 0 | $ 100,000 | |||||
Warrants exercisable as of June 30, 2021 | 300,000 |
Schedule of Valuation Assumptio
Schedule of Valuation Assumptions for Stock Options (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 150.00% | 50.00% |
Risk-free interest rate, maximum | 160.00% | 90.00% |
Volatility, minimum | 113.00% | |
Dividend yield | ||
Weighted average fair value | $ 3.62 | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volatility, minimum | 120.00% | |
Expected term (in years) | 5 years | 5 years |
Weighted average fair value | $ 1.24 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volatility, maximum | 125.00% | |
Expected term (in years) | 6 years | 6 years |
Weighted average fair value | $ 1.27 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercised | (6,250) |
Outstanding, end of period (USD per share) | $ / shares | $ 2.27 |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding as of December 31, 2020 | 7,306,000 |
Outstanding, beginning of period (USD per share) | $ / shares | $ 2.60 |
Granted | 3,000,000 |
Granted in period (USD per share) | $ / shares | $ 1.47 |
Exercised | (6,000) |
Exercised in period (USD per share) | $ / shares | $ 1.06 |
Cancelled | |
Cancelled (USD per share) | $ / shares | $ 0 |
Outstanding as of March 31, 2022 | 10,300,000 |
Outstanding - weighted-average remaining contractual life (in years) | 8 years 8 months 12 days |
Total aggregate intrinsic value shares outstanding | $ | $ 2,894 |
Vested and expected to vest, end of period (shares) | 10,300,000 |
Vested and expected to vest stock, end of period (USD per share) | $ / shares | $ 2.27 |
Weighted-average remaining contractual life (in years) of vested and expected to vest stock options | 8 years 8 months 12 days |
Total aggregate intrinsic value of vested or expected to vest stock options | $ | $ 2,894 |
Exercisable, end of period (shares) | 3,085,000 |
Exercisable, end of period (USD per share) | $ / shares | $ 3 |
Weighted-average remaining contractual life (in years) of exercisable stock options | 8 years 1 month 6 days |
Total aggregate intrinsic value of exercisable stock options | $ | $ 2,894 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 2,232 | $ 705 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 229 | 136 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 2,003 | $ 569 |
11. Stock-based Compensation (D
11. Stock-based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | May 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 15, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Payment Arrangement, Noncash Expense | $ 2,232,000 | $ 705,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 6,250 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period | 0 | |||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Description of share-based compensation arrangement by share-based payment award | 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 to four years and have a maximum term of ten years from the date of grant. The 2012 Plan provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the 2012 Plan on January 1st of each year commencing on January 1, 2020 and ending on (and including) January 1, 2029. The number of shares added each year will be equal to the lesser of (a) 4% of the number of shares of common stock issued and outstanding on a fully-diluted basis as of the close of business on the immediately preceding December 31, and (b) a number of shares of common stock set by the Company’s board of directors on or prior to each such January 1. On January 1, 2022, in accordance with the foregoing, an aggregate of 4,713,637 shares of common stock were added to shares authorized for issuance under the 2012 Plan. As of March 31, 2022, an aggregate of | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 4,713,637,000,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 15,817,818 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 5,500,000 | |||||
Options granted in period | 3,000,000 | |||||
Weighted-average exercise price per share granted in period | $ 1.47 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 6,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 100,000 | $ 0 | ||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 10,200,000 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 7 months 6 days | |||||
Employee Stock Purchase Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Description of share-based compensation arrangement by share-based payment award | 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, 2022, the Company added 1,055,004 shares for purchase by employees under the ESPP. During the three months ended March 31, 2022, the Company sold 84,078 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 $17,000 for the three months ended March 31, 2022. | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 1,055,004,000,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 1,000,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 0.85% | |||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 84,078 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price Discount of Common Stock, Percent | 0.15% | |||||
Share-Based Payment Arrangement, Noncash Expense | $ 17,000 | |||||
Inducement Planof 2019 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Description of share-based compensation arrangement by share-based payment award | On July 28, 2019, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company 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. | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 1,000,000 | |||||
Incentive Stock Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options granted in period | 560,605 | |||||
Weighted-average exercise price per share granted in period | $ 1.46 | |||||
Term of option grant | 10 years | |||||
Vesting percentage on the first anniversary | 25.00% | |||||
Non Qualified Stock Options To Employees [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options granted in period | 2,299,395 | |||||
Non Qualified Stock Options To Non Employee Directors [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options granted in period | 140,000 | |||||
Weighted-average exercise price per share granted in period | $ 1.56 | |||||
Term of option grant | 10 years | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 12 months | |||||
Performance Shares [Member] | P S Uto Executives [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Payment Arrangement, Noncash Expense | $ 1,300,000 | $ 4,900,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of 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. During the three months ended March 31, 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. | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,400,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.31 | |||||
Share-Based Payment Arrangement, Nonvested and Canceled Award, Excluding Option, Cost Not yet Recognized, Amount | $ 0 |
Schedule of future minimum oper
Schedule of future minimum operating lease payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining Period Ended December 31, 2022 | $ 27 |
Total | 27 |
Less present value discount | (1) |
Operating lease liabilities | $ 26 |
12. Commitments and Contingen_3
12. Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use asset | $ 26,000 | $ 39,000 | |
Operating lease liabilities | 26,000 | ||
Operating lease liabilities - current | $ 26,000 | $ 38,000 | |
Operating Lease, Weighted Average Remaining Lease Term | 6 months | ||
Operating Lease, Weighted Average Discount Rate, Percent | 800.00% | ||
Operating Lease, Expense | $ 100,000 | $ 100,000 | |
March 2019 Lease [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease description | In March 2019, the Company entered into a nine-month office space rental agreement for its headquarters in New York, New York expiring November 2019. In November 2019, the Company renewed this rental agreement for an additional twelve-months for a base rent of approximately $9,000 per month. In November 2020, the Company renewed this rental agreement for an additional twelve-months for a base rent of approximately $3,800 per month. In March 2021, the Company was notified that the counterparty’s right to occupy the space at 300 Park Avenue, New York, NY was terminated, and the Company was required to vacate by March 26, 2021. The Company vacated the premises and has advised the counterparty that the counterparty is in breach of this rental agreement and therefore, the Company has no further obligations thereunder. | ||
March 2021 Lease [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease description | In March 2021, the Company entered into an eighteen-month office space rental agreement for its headquarters at 300 Park Avenue, New York, NY, expiring July 2022. The rental agreement contains a base rent of approximately $4,000 per month. This agreement includes one or more renewal options. At March 31, 2022, the Company has right-of-use assets of $26,000 and a total lease liability for operating leases of $26,000, of which all is included in current lease liabilities. | ||
Option to extend | This agreement includes one or more renewal options. | ||
Operating lease right-of-use asset | $ 26,000 | $ 74,000 | |
Operating lease liabilities | 26,000 | ||
Operating lease liabilities - current | $ 26,000 |
13. Subsequent Events (Details
13. Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Millions | Jul. 11, 2022 | Apr. 30, 2022 | Apr. 29, 2022 |
Subsequent Event [Line Items] | |||
Business Combination, Separately Recognized Transactions, Description | On April 8, 2022, Seelos Corporation (“STI”), a wholly-owned subsidiary of the Company, and Phoenixus AG f/k/a Vyera Pharmaceuticals AG (“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”). | ||
Subsequent Event, Description | 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; (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, “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. | ||
Assetsfrom Vyera Pharmaceuticals [Member] | |||
Subsequent Event [Line Items] | |||
[custom:CashPaymentsAgreedtoinAmendmenttotheAssetPurchaseAgreement] | $ 4 | ||
Stock Issued During Period, Shares, New Issues | 500,000 | 500,000 |