Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 04, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35342 | ||
Entity Registrant Name | LUMOS PHARMA, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 42-1491350 | ||
Entity Address, Address Line One | 4200 Marathon Blvd #200 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78756 | ||
City Area Code | 512 | ||
Local Phone Number | 215-2630 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | LUMO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 63.2 | ||
Entity Common Stock, Shares Outstanding (in shares) | 8,358,625 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Shareholders, to be held on May 4, 2022, which will be filed within 120 days of December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K . | ||
Entity Central Index Key | 0001126234 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Austin, TX |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 94,809 | $ 98,679 |
Prepaid expenses and other current assets | 4,740 | 3,506 |
Income tax receivable | 128 | 115 |
Other receivables | 0 | 26,149 |
Total current assets | 99,677 | 128,449 |
Non-current assets: | ||
Property and equipment, net | 79 | 335 |
Right-of-use asset | 556 | 249 |
Total non-current assets | 635 | 584 |
Total assets | 100,312 | 129,033 |
Current liabilities: | ||
Accounts payable | 612 | 244 |
Accrued expenses | 4,166 | 5,898 |
Current portion of lease liability | 352 | 319 |
Total current liabilities | 5,130 | 6,461 |
Long-term liabilities: | ||
Royalty obligation payable to Iowa Economic Development Authority | 6,000 | 6,000 |
Lease liability | 205 | 0 |
Total long-term liabilities | 6,205 | 6,000 |
Total liabilities | 11,335 | 12,461 |
Stockholders' equity: | ||
Undesignated preferred stock, $0.01 par value: Authorized shares - 5,000,000 at December 31, 2021 and 2020; issued and outstanding shares - 0 at December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.01 par value: Authorized shares - 75,000,000 at December 31, 2021 and 2020; issued shares - 8,366,819 and 8,305,269 at December 31, 2021 and 2020, respectively, and outstanding shares - 8,357,391 and 8,305,269 at December 31, 2021 and 2020, respectively | 83 | 83 |
Treasury stock, at cost, 9,428 and 0 shares held as of December 31, 2021 and 2020, respectively | (114) | 0 |
Additional paid-in capital | 185,429 | 182,480 |
Accumulated deficit | (96,421) | (65,991) |
Total stockholders’ equity | 88,977 | 116,572 |
Total liabilities and stockholders’ equity | $ 100,312 | $ 129,033 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Blank check preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Blank check preferred stock, authorized shares (in shares) | 5,000,000 | 5,000,000 |
Blank check preferred stock, issued shares (in shares) | 0 | 0 |
Blank check preferred stock, outstanding shares (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares (in shares) | 75,000,000 | 75,000,000 |
Common stock, issued shares (in shares) | 8,366,819 | 8,305,269 |
Common stock, outstanding shares (in shares) | 8,357,391 | 8,305,269 |
Treasury stock, shares (in shares) | 9,428 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenues | $ 230 | $ 168 |
Operating expenses: | ||
Research and development | 16,246 | 9,206 |
General and administrative | 15,331 | 17,265 |
Total operating expenses | 31,577 | 26,471 |
Loss from operations | (31,347) | (26,303) |
Other income and expense: | ||
Other income, net | 269 | 6,467 |
Interest income | 12 | 200 |
Other income, net | 281 | 6,667 |
Net loss before taxes | (31,066) | (19,636) |
Income tax benefit | 636 | 13,973 |
Net loss | (30,430) | (5,663) |
Accretion of preferred stock to current redemption value | 0 | (651) |
Net loss attributable to common shareholders | $ (30,430) | $ (6,314) |
Earnings Per Share [Abstract] | ||
Basic (in dollars per share) | $ (3.65) | $ (0.93) |
Diluted (in dollars per share) | $ (3.65) | $ (0.93) |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 8,334,516 | 6,777,932 |
Diluted (in shares) | 8,334,516 | 6,777,932 |
Licensing and collaboration revenue | ||
Revenues | $ 10 | $ 168 |
Royalty revenue | ||
Revenues | $ 220 | $ 0 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred StockSeries A redeemable convertible preferred stock | Preferred StockSeries B redeemable convertible preferred stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 978,849 | 1,989,616 | 1,177,933 | 176,623 | |||
Balance at beginning of period at Dec. 31, 2019 | $ (59,463) | $ 21,904 | $ 41,631 | $ 12 | $ 0 | $ 202 | $ (59,677) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion of preferred stock to current redemption value (pre-merger) | (651) | $ 216 | $ 435 | (651) | |||
Issuance of common stock to former stockholders of NewLink upon merger (in shares) | 4,146,405 | ||||||
Issuance of common stock to former stockholders of NewLink upon merger | 116,949 | $ 41 | 116,908 | ||||
Cancellation of treasury stock upon merger (in shares) | (176,623) | ||||||
Conversion of preferred stock into common stock upon merger (in shares) | (978,849) | (1,989,616) | 2,968,465 | ||||
Conversion of preferred stock into common stock upon merger | 64,186 | $ (22,120) | $ (42,066) | $ 30 | 64,156 | ||
Share-based compensation | 1,074 | 1,074 | |||||
Exercise of stock options (in shares) | 10,533 | ||||||
Exercise of stock options | 116 | 116 | |||||
Sales of shares under stock purchase plan (in shares) | 1,933 | ||||||
Sales of shares under stock purchase plan | 24 | 24 | |||||
Net loss | (5,663) | (5,663) | |||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | 0 | 8,305,269 | 0 | |||
Balance at end of period at Dec. 31, 2020 | 116,572 | $ 0 | $ 0 | $ 83 | $ 0 | 182,480 | (65,991) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 2,879 | 2,879 | |||||
Exercise of stock options (in shares) | 26,922 | ||||||
Exercise of stock options | 64 | 64 | |||||
Stock issued upon vesting of restricted stock units (in shares) | 33,933 | ||||||
Stock issued upon vesting of restricted stock units | 0 | ||||||
Shares surrendered for tax withholding on vested awards (in shares) | (9,428) | (9,428) | |||||
Shares surrendered for tax withholding on vested awards | (114) | $ (114) | |||||
Sales of shares under stock purchase plan (in shares) | 695 | ||||||
Sales of shares under stock purchase plan | 6 | 6 | |||||
Net loss | (30,430) | (30,430) | |||||
Balance at end of period (in shares) at Dec. 31, 2021 | 0 | 0 | 8,357,391 | 9,428 | |||
Balance at end of period at Dec. 31, 2021 | $ 88,977 | $ 0 | $ 0 | $ 83 | $ (114) | $ 185,429 | $ (96,421) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (30,430) | $ (5,663) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 2,879 | 1,074 |
Depreciation and amortization | 273 | 584 |
Gain on sale of priority review voucher | 0 | (6,300) |
Loss on sale or disposal of fixed assets | 14 | 0 |
Amortization of right-of-use assets and change in operating lease liability | (70) | 0 |
In-process research and development charge | 0 | 426 |
Benefit for deferred taxes | 0 | (9,500) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,086) | (731) |
Other receivables | 136 | 309 |
Accounts payable and accrued expenses | (1,364) | (3,196) |
Net cash used in operating activities | (29,648) | (22,997) |
Cash Flows From Investing Activities | ||
Cash acquired in connection with merger | 0 | 84,179 |
Proceeds from sale of priority review voucher, net | 26,000 | 32,500 |
Purchase of equipment | (30) | (30) |
Net cash provided by investing activities | 25,970 | 116,649 |
Cash Flows From Financing Activities | ||
Exercise of stock options | 64 | 116 |
Sale of shares under stock purchase plans | 6 | 24 |
Payment for tax withholding on vested awards | (114) | 0 |
Costs of common stock offering under Controlled Equity OfferingSM | (148) | (38) |
Principal payments on notes payable | 0 | (27) |
Net cash provided by (used in) financing activities | (192) | 75 |
Net increase (decrease) in cash and cash equivalents | (3,870) | 93,727 |
Cash and cash equivalents at beginning of year | 98,679 | 4,952 |
Cash and cash equivalents at end of year | 94,809 | 98,679 |
Supplemental cash flow information: | ||
Cash received for income taxes | 0 | 4,473 |
Cash paid for interest | 0 | 8 |
Supplemental non-cash investing and financing activity: | ||
Conversion of preferred stock to common stock | 0 | 64,186 |
Issuance of common stock to NewLink shareholders | 0 | 116,949 |
Non-cash settlement of liability related to priority review voucher | $ 0 | $ 35,720 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Organization and Nature of operations Lumos Pharma, Inc. is a clinical-stage biopharmaceutical company. References in this Annual Report to “us,” “we,” “our,” the “Company,” or “Lumos” are to Lumos Pharma, Inc. and its wholly-owned subsidiaries. With our principal executive offices located in Austin, Texas and additional executive and administrative offices located in Ames, Iowa, we are engaged in advancing our clinical program and focused on identifying, acquiring, developing, and commercializing novel products and new therapies for people with rare diseases on a global level , for which there is currently a significant unmet need for safe and effective therapies . Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) and trades under the ticker symbol “LUMO.” The Company entered into a business combination (the “Merger”) between the Company, formerly known as NewLink Genetics Corporation (“NewLink”), Cyclone Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of NewLink, and Lumos Pharma, Inc., which has since been renamed “Lumos Pharma Sub, Inc.” (“Private Lumos”). The Merger closed on March 18, 2020, and Merger Sub merged with and into Private Lumos, with Private Lumos surviving as a wholly-owned subsidiary of the Company. Immediately prior to the closing of the Merger, the shares of NewLink common stock were adjusted with a reverse split ratio of 1‑for‑9. Under the terms of the Merger, Private Lumos stockholders received an aggregate of 4,146,398 shares of NewLink common stock (after giving effect to the reverse split) for each share of outstanding common stock, Series A Preferred Stock and Series B Preferred Stock of Private Lumos converted at an exchange ratio of 0.1308319305, 0.0873621142 and 0.1996348626 , respectively . Immediately following the reverse stock split and the completion of the Merger, there were 8,292,803 shares of the Company’s common stock outstanding , of which approximately 50% was held by each of Private Lumos and NewLink security holders. The Merger was accounted for as a reverse asset acquisition. Private Lumos was deemed to be the accounting acquirer for accounting purposes and NewLink the accounting acquiree. Accordingly, for accounting purposes: (i) the assets acquired and liabilities assumed were recorded based on their estimated fair values on the Merger date, (ii) the reported historical operating results of the combined company prior to the Merger will be those of Private Lumos and not of NewLink after retroactively giving effect to the common stock exchange ratio, reverse stock split and change in par value for all periods presented, and (iii) for periods prior to the transaction, shareholders’ authorized capital of the combined company is presented based on the historical authorized capital of NewLink. After the consummation of the Merger, the combined company has focused its efforts on the development of Private Lumos’ sole product candidate, secretagogue ibutamoren (“LUM-201”), a potential oral therapy for pediatric growth hormone deficiency (“PGHD”) and other rare endocrine disorders. Liquidity and Risks The Company has historically devoted substantially all of its efforts toward research and development and has never earned revenue from commercial sales of its products. Management expects to continue to incur additional substantial losses in the foreseeable future as a result of the Company’s research and development activities. However, t he Company believes that its existing cash and cash equivalents of approximat ely $94.8 million as of December 31, 2021 will be sufficient to allow the Company to fund its operations through the primary read out of the OraGrowtH210 and OraGrowtH212 Trials for a subset of patients with PGHD and for at least 12 months from the filing date of this Annual Report. If available liquidity becomes insufficient to meet the Company’s obligations as they come due, our f uture operations will be reliant on additional equity or financing arrangements. There can be no assurances that, in the event that the Company requires additional financing, such financing will be available on terms which are favorable to the Company, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay or reduce the scope of its research programs and/or limit or cease its operations. The pandemic caused by an outbreak of a novel strain of coronavirus, SARS-CoV-2, which causes COVID-19 (“COVID-19”), has resulted, and is likely to continue to result, in significant national and global economic disruption and may continue to adversely affect the Company’s operations. COVID-19 restrictions have led to a slower pace of site initiation and patient enrollment in our clinical trials that has delayed the 6-month primary outcome data read out of our OraGrowth210 Trial. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of Lumos and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). All significant intercompany accounts and transactions are eliminated in consolidatio n. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company ’s financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets and liabilities include stock-based compensation, accruals for clinical trials and deferred tax assets. While we believe that the estimates and assumptions used in preparation of our consolidated financial statements based on our knowledge of current events and actions that we may undertake in the future are appropriate, actual results could differ from those estimates, and any such differences may be material. Cash and Cash Equivalents The Company considers cash, money market funds and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Cash and cash equivalents of $94.8 million an d $98.7 million at December 31, 2021 and 2020, respectively, consist of balances in checking and money market accounts. Property and Equipment Leasehold improvements and equipment are capitalized as the Company believes they have alternative future uses and are stated at cost. Depreciation on all leasehold improvements and equipment is calculated on the straight-line method over the shorter of the lease term or estimated useful life of the asset. Computer equipment has useful lives of three Long-lived assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by the asset group, primarily relating to proceeds for selling the assets. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company ’ s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term. (See Note 5.) Expenses Accrued Under Contractual Arrangements with Third Parties; Accrued Clinical Expenses The Company estimates its accrued expenses through a process of reviewing open contracts and purchase orders, communicating with personnel to identify services that have been performed and estimating the level of service performed and the associated cost incurred for the service that may not be invoiced from the provider. The estimates of accrued expenses as of each balance sheet date are based on facts and circumstances known at that time. Such estimates are periodically confirmed with the service providers to verify accuracy. The Company bases its expenses related to clinical trials on estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical trials on behalf of the Company. Invoicing from third-party contractors for services performed can lag several months. The Company accrues the costs of services rendered in connection with third-party contractor activities based on its estimate of management fees, site management and monitoring costs and data management costs as contracted. Differences between actual clinical trial costs and estimated clinical trial costs are adjusted for in the period in which they become known through operations. Accrued expenses as of December 31, 2021 were comprised of $2.8 million for compensation and related benefits, $0.5 million for clinical expenses, and $0.9 million for other accrued expenses. Accrued expenses as of December 31, 2020 were comprised of $3.3 million for compensation and related benefits, $0.2 million for clinical expenses, and $2.4 million for other accrued expenses. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operating results in the period that includes the enactment date. Management assesses the realizability of deferred tax assets and records a valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company accounts for the effect of any uncertain tax positions based on a more likely than not threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax position is estimated based on a cumulative probability assessment that aggregates the estimated tax liability for all uncertain tax positions. Interest and penalties assessed, if any, are recorded in its consolidated statement of operations in interest expense and other expenses. Share-Based Compensation Stock options and performance stock options The Company recognizes compensation costs related to stock options granted to employees and non-employees based on the estimated fair value of the awards on the date of grant. The Company estimates the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The Company records forfeitures as they are incurred. The grant date fair value of the stock options is expensed on a straight-line basis over the applicable vesting period, which generally is four years. The fair value of performance-based stock options is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining requisite service period. The assumptions used in Black-Scholes option-pricing model are as follows: • Exercise price . If Incentive Stock Options are granted to a 10% stockholder in the Company, the exercise price shall not be less than 110% of the common stock’s fair market value on the date of grant. • Fair Market Value of Common Stoc k. As Private Lumos’ common stock has not historically been publicly traded, Private Lumos has periodically estimated the fair market value of common stock after considering, among other things, contemporaneous valuations of its common and preferred stock prepared by unrelated third-party valuation firms in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Subsequent to the Merger, the grant date fair market value is the quoted market price of the Company's common stock. • Expected term . The expected term of stock options represents the period that the stock options are expected to remain outstanding and is based on vesting terms, exercise term and contractual lives of the options. The expected term is based on the simplified method and is estimated as the average of the weighted average vesting term and the time to expiration as of the grant date. • Expected volatility . As the Company does not have sufficient historical stock price information to meet the expected life of the stock option grants, it uses a blended volatility based on the trading history from the common stock of a set of comparable publicly-listed biopharmaceutical companies. Volatility for employee stock purchase plan (“ESPP”) shares is equal to the Company’s historical volatility over the six-month offering period. • Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield with a maturity equal to the expected term of the stock options in effect at the time of grant. • Dividend yield . The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plan to pay any dividends on its common stock. Restricted stock units Service-based restricted stock units are valued using the market price of our common stock on the grant date. The grant date fair value of the restricted stock units is expensed on a straight-line basis over the applicable vesting period, which generally is four years. Employee stock purchase plan Our ESPP allows employees to purchase common stock at a 15% discount from the lower of the common stock closing price on the first or last day of the offering period. The current offering period is from July 1, 2021 to June 30, 2023. We use the Black-Scholes Model to determine fair value, which incorporates assumptions as described above. The grant date fair value of the ESPP is expensed on a straight-line basis over the applicable vesting period, which generally is six months. Financial Instruments and Concentrations of Credit Risk The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows: • Level I: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Cash and cash equivalents, including balances in money market funds (Level I), receivables, and accounts payable are recorded at cost, which approximates fair value based on the short-term nature of these financial instruments. The Company is unable to estimate the fair value of the royalty obligation to Iowa Economic Development Authority based on future product sales, as the timing of payments, if any, is uncertain. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits. To limit the credit risk, the Company invests its excess cash primarily in high quality securities such as money market funds. Net Loss Per Share Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share reflects the potential dilution, using the treasury stock method. Revenue Recognition Revenue is recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist primarily of employee-related expenses, which include salaries, bonuses, benefits and share-based compensation; manufacturing-related costs; clinical trial expenses which include expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials; facilities, depreciation of fixed assets and other allocated expenses, which include direct and allocated expenses for rent and maintenance of research facilities and equipment; license fees for and milestone payments related to in-licensed products and technology; and costs associated with non-clinical activities and regulatory approvals. Advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and recorded as a prepaid asset. The deferred amounts are expensed as the related goods are delivered or the services are performed. Patents The Company generally applies for patent protection on processes and products. Patent application costs are expensed as incurred as a component of general and administrative expense, as recoverability of such expenditures is uncertain. Recently Adopted Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of a specified effective date, if applicable to us. In December 2019, the FASB issued ASU 2019-12, Income Taxes (“ASC 740”) , which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for calendar-year public business entities in 2021 and interim periods within that year. The Company adopted ASU 2019-12 as of January 1, 2021. The adoption of this new guidance did not have any impact on the Company's financial position or results of operations. |
NewLink Merger
NewLink Merger | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
NewLink Merger | NewLink Merger T he Company completed the Merger on March 18, 2020. The Merger was accounted for as a reverse asset acquisition as NewLink did not meet the definition of a business pursuant to Topic 805 , Business Combinations, because NewLink did not have the ability to generate outputs. Private Lumos was deemed to be the accounting acquirer because immediately following the Merger: (i) Lumos stockholders owned approximately 50% of outstanding common stock of the Company, (ii) the board of directors of the Company (the “Board”) consists of three members designated by Private Lumos, three members designated by NewLink and a seventh independent member unanimously appointed by the Board and (iii) the Company is led by Private Lumos’ then current chief executive officer and chief scientific officer, with other current members of senior management from both Private Lumos and NewLink. For acc ounting purposes: (i) the assets acquired and liabilities assumed were recorded based on their estimated fair values on the Merger date, (ii) the reported historical operating results of the combined company prior to the Merger will be those of Private Lumos and not of NewLink after retroactively giving effect to the common stock exchange ratio, reverse stock split and change in par value for all periods presented, and (iii) for periods prior to the transaction, shareholders’ authorized capital of the combined company is presented based on the historical authorized capital of NewLink. As the fair value of the NewLink net assets acquired, including the intangible assets of the PRV and IPR&D not previously reflected on NewLink’s balance sheet, were more clearly evident, fair valuing the net assets was determined to be a more reliable approach in determining the cost of net assets acquired. Except for the items noted herein, the fair value of the net assets acquired were determined to be the carrying value due to their short-term nature and ability to convert to cash. Based on most current observable inputs and trends in the market of the PRVs, we determined an estimated transaction price of the acquired PRV under the precedent transaction method to be $95.0 million, which is the observed median guideline in the range of publicly disclosed transactions of $80.0 million to $111.0 million from 2018 and through 2020. We applied a present value factor and estimated selling costs to the estimated transaction price to arrive at a fair value of the PR V . The PRV was recorded at an asset value of $87.9 million along with a corresponding liability due to Merck Sharp & Dohme Corp. (“Merck”) of $35.7 million. In addition, we recorded a deferred tax liability of $9.5 million for the step up in book basis over tax basis for the net value of the PRV. The fair value assigned to the acquired IPR&D was estimated based on the estimated expected net proceeds from the sales of these assets as intellectual property. As these assets are no longer being actively pursued in further clinical development by the Company, the IPR&D fair value of $426,000 were expensed to research and development expenses in the statement of operations for the three months ended March 31, 2020. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed on March 18, 2020, the date of the Merger (in thousands): Assets acquired: Cash and cash equivalents $ 84,179 Prepaid and other current assets 2,999 Income tax receivable 192 Property and equipment 1,020 Economic interest in PRV 87,920 Other intangible assets 426 Other non-current assets 517 Total Assets Acquired 177,253 Liabilities assumed: Accounts payable 285 Accrued expenses and other current liabilities 8,788 PRV-related liability owed to Merck 35,720 Royalty obligation payable to Iowa Economics Development Authority 6,000 Deferred tax liability 9,500 Other long-term liabilities 12 Total liabilities assumed 60,305 Total net assets acquired $ 116,948 |
License and Asset Purchase Agre
License and Asset Purchase Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License and Asset Purchase Agreements | License and Asset Purchase Agreements License and LUM-201 Asset Purchase Agreements In July 2018, the Company entered into an asset purchase agreement (the “APA”) with Ammonett and acquired substantially all of the assets related to LUM-201, which Ammonett licensed from Merck in October 2013 (the “Lumos Merck Agreement”). The Lumos Merck Agreement, which grants Lumos (as successor in interest to Ammonett) worldwide, exclusive, sublicensable (subject to Merck’s consent in the United States, major European countries and Japan, such consent not to be unreasonably withheld) rights under specified patents and know-how to develop, manufacture and commercialize LUM-201 for any and all indications, excluding Autism Spectrum Disorders as defined in the Fifth Edition of the Diagnostic and Statistical Manual of Mental Disorders. On August 12, 2020, we entered into Amendment No. 1 to the Lumos Merck Agreement with Merck (the “Lumos Merck Agreement Amendment”). Pursuant to the Lumos Merck Agreement Amendment, we obtained from Merck a worldwide, non-exclusive, sublicensable (subject to Merck’s consent in the United States, specified major European countries and Japan, such consent not to be unreasonably withheld) license under the specified patents and know-how that are the subject of our exclusive license to develop, manufacture and commercialize LUM-201 for diagnostic purposes, excluding Autism Spectrum Disorders. Under the APA, the Company paid Ammonett an upfront fee of $3.5 million which was recorded as research and development expense in 2018. The Company may also incur development milestone payments totaling up to $17.0 million for achievement of specified milestones on the first indication that Lumos pursues and up to $14.0 million for achievements of specified milestones on the second indication that Lumos pursues, sales milestone payments totaling up to $55.0 million on worldwide product sales, and royalty payments based on worldwide product sales, as discussed below. Under the Lumos Merck Agreement, Lumos will be required to pay Merck substantial development milestone payments for achievement of specified milestones relating to each of the first and second indications. Total potential development milestone payments are required of up to $14 million for the first indication that Lumos pursues and up to $8.5 million for the second indication that Lumos pursues. Tiered sales milestone payments totaling up to $80.0 million are required on worldwide net product sales up to $1.0 billion, and substantial royalty payments based on product sales are required if product sales are achieved. If product sales are ever achieved, Lumos is required to make royalty payments under both the APA and the Lumos Merck Agreement collectively of 10% to 12% of total annual product net sales, subject to standard reductions for generic erosion. The royalty obligations under the Lumos Merck Agreement are on a product-by-product and country-by-country basis and will last until the later of expiration of the last licensed patent covering the product in such country and expiration of regulatory exclusivity for such product in such country. The royalty obligations under the APA are on a product-by-product and country-by-country basis for the duration of the royalty obligations under the Merck License and thereafter until the expiration of the last patent assigned to Lumos under the APA covering such product in such country. The Lumos Merck Agreement shall continue in force until the expiration of royalty obligations on a country-by-country and product-by-product basis, or unless terminated by Lumos at will by submitting 180 days’ advance written notice to Merck or by either party for the other party’s uncured material breach or specified bankruptcy events. Upon expiry of the royalty obligations the Lumos Merck Agreement converts to a fully paid-up, perpetual non-exclusive license. If the Lumos Merck Agreement is terminated, and upon Merck’s written request, Lumos is obligated to use reasonable and diligent efforts to assign to Merck any sublicenses previously granted by Lumos. License and PRV Asset Purchase Agreements In November 2014, NewLink entered into a worldwide license and collaboration agreement (the “NewLink Merck Agreement”), with Merck, to develop and potentially commercialize its Ebola vaccine rVSV∆G-ZEBOV that it licensed from the Public Health Agency of Canada (“ PHAC ”). rVSV∆G-ZEBOV was also eligible to receive a PRV if approval was granted by the U.S. Food and Drug Administration (the “FDA”), with the Company entitled to 60% and Merck entitled to the remaining 40% of the PRV value obtained through sale, transfer or other disposition of the PRV. On December 20, 2019, Merck announced that the FDA approved its application for ERVEBO® (Ebola Zaire Vaccine, Live) for the prevention of disease caused by Zaire Ebola virus in individuals 18 years of age and older and grant of the PRV. On July 27, 2020, Lumos and Merck entered into the asset purchase agreement (the “PRV Asset Purchase Agreement”), whereby Lumos and Merck each agreed that Merck would purchase the PRV from the Company. Merck agreed to pay the Company an aggregate of $60 million in two installments. The $35.7 million liability, representing the portion of the PRV value to which Merck was entitled, was also extinguished through the PRV Asset Purchase Agreement. The first installment of $34.0 million was received by the Company at the closing during the three months ended September 30, 2020 and the second installment of $26.0 million was received on January 11, 2021. For the year ended December 31, 2020, the Company recognized a gain of $6.3 million, net of $1.5 million in costs incurred, from the sale of the PRV and such gain is recorded within other income, net on the consolidated statements of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has certain facility leases with non-cancellable terms ranging between one The Company records lease liabilities based on the present value of lease payments over the lease term using an incremental borrowing rate to discount its lease liabilities, as the rate implicit in the lease is typically not readily determinable. To compute the present value of the lease liability, the Company used a weighted-average discount rate of 3%. Certain lease agreements include renewal options that are under the Company’s control. The Company includes optional renewal periods in the lease term only when it is reasonably certain that the Company will exercise its option. The weighted-average remaining lease term as of December 31, 2021 is 1.8 years. The Company does not separate lease components from non-lease components. Variable lease payments include payments to lessors for taxes, maintenance, insurance and other operating costs as well as payments that are adjusted based on an index or rate. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. Future maturities of operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2021 are as follows (in thousands), excluding option renewals: As of December 31, 2021: 2022 $ 337 2023 236 Total lease payments 573 Less: Imputed interest (16) Total $ 557 |
Stock-Based Compensation and Em
Stock-Based Compensation and Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation and Employee Benefit Plans | Stock-Based Compensation and Employee Benefit Plans Stock Options and Performance Stock Options In 2012, Private Lumos adopted the 2012 Equity Incentive Plan (“2012 Plan”), and in 2016 it adopted the 2016 Stock Plan (“2016 Plan” and together with the 2012 Plan, the “Plans”). In connection with the Merger, all outstanding options under the Plans were assumed and such assumed options may be exercised to purchase common stock of the Company after the Merger. Subsequent to the Merger, the Plans were terminated as to future awards . In connection with the Merger, the Company assumed NewLink’s 2009 Equity Incentive Plan which was effective since July 2009 and was subsequently amended on May 9 , 2019 (the “2019 Plan”) . The 2019 Plan has a 10 year term from the Board adoption date of March 22, 2019 and on January 1 of each year through January 1, 2029, in accordance with an “evergreen provision”, a number of shares of common stock in an amount equal to 3% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year or such lesser amount of shares (or no shares) approved by the Board, will be added to the shares reserved under the 2019 Plan. The 2019 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards and stock appreciation rights to officers, employees, members of the Board, advisors, and consultants to the Company . As of December 31, 2021, we had 455,532 shares available for grant under the 2019 Plan. In connection with the Merger , the Company re-valued the assumed stock options, and it did not result in a material incremental expense for the year ended December 31, 2020. The table below summarizes the stock option activity, including options with market and performance conditions, for the year ended December 31, 2021 : Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 958,945 $ 9.59 7.5 Options granted 376,844 14.55 Options exercised (26,922) 2.40 Options forfeited (23,101) 13.04 Options expired (84,557) 16.31 Outstanding at end of period 1,201,209 $ 10.77 7.3 Options exercisable at end of period 617,269 $ 9.90 6.1 The weighted-average assumptions used to value the stock options using the Black-Scholes option-pricing were as follows : Year Ended December 31, 2021 2020 Risk-free interest rate 0.56% to 1.05% 0.35% to 0.49% Expected dividend yield —% —% Expected volatility 77.2% to 90.3% 86.1% to 89.5% Expected term (in years) 5.4 to 7.7 5.8 to 6.1 Weighted-average grant-date fair value per share $10.65 $5.96 Restricted Stock Units The table below summarizes the restricted stock units activity for the year ended December 31, 2021 : Number of restricted shares Weighted average grant date fair value Unvested at beginning of period 73,754 $ 7.86 Granted 41,903 10.32 Vested (33,933) 8.39 Forfeited/cancelled (709) 7.78 Unvested at end of period 81,015 $ 8.91 The following summarizes the weighted average fair value at the date of grant: Year Ended December 31, 2021 2020 Per grant of restricted stock unit $ 10.32 $ 7.90 2010 Non-Employee Directors’ Stock Award Plan In connection with the Merger , the Company assumed NewLink’s 2010 Non-Employee Directors’ Stock Award Plan (the “Directors’ Plan”) which was effective on November 10, 2011. As of December 31, 2021, 5,624 shares remain available for grant under the Directors ’ Plan. 2010 Employee Stock Purchase Plan In connection with the Merger, the Company assumed NewLink’s 2010 Employee Stock Purchase Plan, as amended (the "2010 Purchase Plan"), which was effective on November 10, 2011. As of December 31, 2021, 60,000 shares remain available for issuance under the 2010 Purchase Plan. On July 22, 2021, the Board approved an amendment and restatement of the 2010 Purchase Plan (the “A&R ESPP”), and established a special offering period under the A&R ESPP beginning September 1, 2021 and lasting until June 30, 2023, subject to restart provisions as described within the A&R ESPP. The A&R ESPP is fully contingent upon stockholder approval at the 2022 Annual Meeting of Stockholders. The A&R ESPP provides for an increase in the number of shares reserved for issuance under the A&R ESPP by 60,000 shares. The purchase rights granted to employees for the special offering period under the A&R ESPP are exercisable only if the Company’s shareholders approve the A&R ESPP at the Company’s 2022 Annual Meeting of Stockholders. Share-Based Compensation Expense Stock-based compensation expenses included in the Company’s consolidated statements of operations for the year ended December 31, 2021 and 2020 were (in thousands): Year Ended December 31, 2021 2020 Research and development $ 809 $ 132 General and administrative 2,070 942 Total $ 2,879 $ 1,074 See Note 11 for additional discussion regarding stock compensation expense related to the accelerated vesting of certain non-vested equity awards. As of December 31, 2021, we had unrecognized compensation cost of $4.5 million and the weighted-average period over which it is expected to be recognized is 2.8 years. Employee Benefit Plans |
Long-Term Debt and Conversion t
Long-Term Debt and Conversion to Royalty Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Conversion to Royalty Obligation | Long-Term Debt and Conversion to Royalty ObligationIn March 2005, NewLink entered into a $6.0 million forgivable loan agreement with the Iowa Department of Economic Development (the “IDED”). Under the agreement, in the absence of default, there were no principal or interest payments due until the completion date for the project. This loan was converted into a royalty obligation under the terms of a settlement agreement entered into on March 26, 2012, with the Iowa Economic Development Authority, as successor in interest to the IDED. As no payments are expected in the next 12 months, the entire royalty obligation of $6.0 million, which the Company assumed in connection with the Merger, is classified as a long-term liability as of December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the years ended December 31, 2021 and 2020, the Company recorded an income tax benefit of $0.6 million and $14.0 million, respectively. The income tax benefit is as follows (in thousands): Year Ended December 31, 2021 2020 Current tax benefit - U. S. federal $ — $ 4,473 Current tax benefit - state and local 636 Deferred tax benefit - U. S. federal — 7,980 Deferred tax benefit - state and local — 1,520 Total income tax benefit $ 636 $ 13,973 On March 25, 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law to provide emergency assistance to affected individuals, families, and businesses. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses. The CARES Act amends the net operating losses (“NOLs”) provisions of the Tax Cut and Jobs Act of 2017 (the “Tax Act”), providing for a five-year carryback for NOLs generated in tax years beginning after December 31, 2017 and before January 1, 2021. A tax benefit of $4.5 million related to pre-tax NOLs was carried back to each of the five taxable years to fully offset taxable income. The Company received the full refund in July 2020. The income tax benefit for the year ended December 31, 2021 differs from the amount that would be expected after applying the statutory U.S. federal income tax rate primarily due to an increase in the valuation allowance, partially offset by a benefit recorded upon release of a reserve for an uncertain tax position due to the statute of limitations expiring. The income tax benefit for the year ended December 31, 2020 differs from the amount that would be expected after applying the statutory U.S. federal income tax rate primarily due to the change in the valuation allowance offset by the capital loss in a foreign subsidiary, $9.5 million recognized for the tax benefit of current year tax losses and certain historical tax attributes realized as of the date of the Merger, both benefited from the deferred tax liability recorded for the step up in book basis over tax basis for the net value of the PRV and its subsequent sale and taxable gain and $4.5 million of current tax benefit related to carry back of NOL under the CARES Act. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and the deferred tax liability at December 31, 2021 and 2020 are presented below (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 32,281 $ 27,441 Federal research and development tax credits 37,953 34,238 Share-based compensation 627 624 Capital loss carryforwards 41,144 41,399 Deferred rent 2 109 Accrued compensation 192 361 Charitable contributions 24 25 Leasehold improvements and equipment 1,292 1,648 Gross deferred tax assets 113,515 105,845 Less: valuation allowance (113,515) (105,272) Total deferred tax assets — 573 Deferred tax liability: Capital gain on PRV — (573) Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the net deferred tax assets are fully offset by a valuation allowance at December 31, 2021 and 2020. The valuation allowance increased by $8.2 million and $95.7 million during the years ended December 31, 2021 and 2020, respectively. Based on Section 382 ownership change analyses through March 18, 2020, as a result of the Merger, both historical NewLink and Private Lumos experienced Section 382 ownership changes on March 18, 2020; accordingly, NOL carryforwards are limited. As of December 31, 2021, the Company had federal operating loss carryforwards of approximately $127.5 million, federal capital loss carryforwards of approximately $164.6 million, and federal research credit carryforwards of approximately $38.0 million. Certain of the carryforwards expire in years 2022 through 2041, and certain of the carryforwards have an indefinite life. A reconciliation of income taxes at the statutory federal income tax rate to net income tax benefit included in the accompanying consolidated statements of operations is set forth in the following table: Year Ended December 31, 2021 2020 U.S. federal income tax benefit at the statutory rate (21.00) % (21.00) % State income taxes, net of federal taxes (1.38) (50.50) Loss in foreign subsidiary — (177.31) Carry-back of federal net operating loss — (22.78) Federal tax credits (8.90) (3.57) Change in valuation allowance 26.53 201.18 Other 2.70 2.82 Effective income tax rate (2.05) % (71.16) % |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock The Company's common stock trades on the Nasdaq under the symbol “LUMO.” Our shareholders are entitled to one vote for each share of common stock held on all matters to be voted on by shareholders. We have 75,000,000 authorized common shares, par value of $0.01 per share. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the Company stockholders. On December 30, 2020, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as agent (the “Agent”), pursuant to which the Company may offer and sell from time to time through the Agent up to $50.0 million of shares of the Company’s common stock, $0.01 par value (the “Shares”). The offering and sale of the Shares has been registered under the Securities Act of 1933, as amended (the “Securities Act”). Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law and deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq, on any other existing trading market for the Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. The Company will notify the Agent of the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made. The Company will pay the Agent a commission of up to 3.0% of the gross sales price of the Shares sold through it under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering. The Sales Agreement may be terminated by the Agent or the Company at any time upon notice to the other party, as set forth in the Sales Agreement, or by the Agent at any time in certain circumstances, including the occurrence of a material and adverse change in the Company’s business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the Shares. As of December 31, 2021, no shares have been issued under the Sales Agreement. Preferred Stock The Company's amended and restated certificate of incorporation authorizes the issuance of 5,000,000 shares of preferred stock, par value $0.01 per share. Our Board is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock. As of December 31, 2021, the Company had no outstanding preferred stock. Series A and Series B Redeemable Convertible Preferred Stock Prior to the Merger, Private Lumos raised $17.0 million at various times through the issuance of 11,204,513 shares of Series A Preferred Stock and in April 2016, Private Lumos issued 9,966,288 shares of Series B Preferred Stock and raised $34.0 million. As of December 31, 2019, the liquidation value of Series A Preferred Stock and Series B Preferred Stock was $21.9 million and $41.6 million, respectively. Under the terms of the Merger, Private Lumos preferred stockholders received an aggregate of 2,968,465 shares of NewLink common stock (after giving effect to the reverse split) for each share of outstanding Series A Preferred Stock and Series B Preferred Stock of Private Lumos converted at an exchange ratio of 0.0873621142 and 0.1996348626 , respectively . |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic loss per share is based upon the weighted-average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted loss per share is based upon the weighted-average number of common shares outstanding during the period plus additional weighted-average potentially dilutive common stock equivalents during the period when the effect is dilutive. The following table presents the computation of basic and diluted loss per share of common stock (in thousands, except share and per share data) and the number of unexercised stock options and restricted stock units, which are common stock equivalents, that have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for all periods presented: Year Ended December 31, 2021 2020 Net loss $ (30,430) (5,663) Accretion of preferred stock to current redemption value — (651) Net loss attributable to common shareholders $ (30,430) $ (6,314) Weighted-average shares outstanding - Basic and diluted 8,334,516 6,777,932 Net loss per share - Basic and diluted $ (3.65) $ (0.93) Anti-dilutive stock options 1,201,209 958,945 Anti-dilutive restricted stock units 81,015 73,754 Total anti-dilutive common stock equivalents excluded 1,282,224 1,032,699 |
Restructuring and Severance Cha
Restructuring and Severance Charges | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Severance Charges | Restructuring and Severance Charges On February 4, 2021, Eugene P. Kennedy, M.D., notified the Company that he would be resigning from his position as the Company's Chief Medical Officer effective March 6, 2021. As per the terms of Dr. Kennedy's employment agreement relating to change in control benefits, the Company paid approximately $0.7 million in severance expenses recognized during the three months ended March 31, 2021 and accelerated vesting of all non-vested equity awards. For the three months ended March 31, 2021, we recognized additional stock compensation expense of approximately $0.7 million due to accelerated vesting of all non-vested equity awards held by Dr. Kennedy. On April 16, 2021, Carl W. Langren notified the Company that he would be retiring from his position as the Company's Chief Financial Officer effective June 30, 2021. Mr. Langren's resignation in connection with his retirement was effective June 30, 2021. As per the terms of Mr. Langren's employment agreement relating to change in control benefits, the Company paid approximately $0.9 million as severance, accelerated vesting of all non-vested equity awards and extended the exercise period on any vested equity awards to twenty-four months from the separation date. For the three months ended June 30, 2021, we recognized additional stock compensation expense of approximately $0.4 million due to accelerated vesting of all non-vested equity awards held by Mr. Langren. Final payment of accrued severance compensation of $0.9 million was paid in the fourth quarter of 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies On or about May 12, 2016, Trevor Abramson filed a putative securities class action lawsuit in the United States District Court for the Southern District of New York (the “Court for the Southern District of NY”), captioned Abramson v. NewLink Genetics Corp., et al., Case 1:16-cv-3545 (the “Securities Action”). Subsequently, the Court for the Southern District of NY appointed Michael and Kelly Nguyen as lead plaintiffs and approved their selection of Kahn, Swick & Foti, LLC as lead counsel in the Securities Action. On October 31, 2016, the lead plaintiffs filed an amended complaint asserting claims under the federal securities laws against the Company, the Company’s former Chief Executive Officer Charles J. Link, Jr., and the Company’s former Chief Medical Officer and President Nicholas Vahanian, (collectively, the “Defendants”). The amended complaint alleges the Defendants made material false and/or misleading statements that caused losses to the Company’s investors. The Defendants filed a motion to dismiss the amended complaint on July 14, 2017. On March 29, 2018, the Court for the Southern District of NY dismissed the amended complaint for failure to state a claim, without prejudice, and gave the lead plaintiffs until May 4, 2018 to file any amended complaint attempting to remedy the defects in their claims. On May 4, 2018, the lead plaintiffs filed a second amended complaint asserting claims under the federal securities laws against the Defendants. Like the first amended complaint, the second amended complaint alleges that the Defendants made material false and/or misleading statements or omissions relating to the Phase 2 and 3 trials and efficacy of the product candidate algenpantucel-L that caused losses to the Company’s investors. The lead plaintiffs do not quantify any alleged damages in the second amended complaint but, in addition to attorneys’ fees and costs, they sought to recover damages on behalf of themselves and other persons who purchased or otherwise acquired the Company’s stock during the putative class period of September 17, 2013 through May 9, 2016, inclusive, at allegedly inflated prices and purportedly suffered financial harm as a result. The Defendants filed a motion to dismiss the second amended complaint on July 31, 2018. On February 13, 2019, the Court for the Southern District of NY dismissed the second amended complaint for failure to state a claim, with prejudice, and closed the case. On March 14, 2019, lead plaintiffs filed a notice of appeal. The briefing on lead plaintiffs' appeal was completed in early July 2019 and oral argument before the Second Circuit Court of Appeals was held on October 21, 2019. In an opinion dated July 13, 2020, the Second Circuit Court of Appeals affirmed the district court’s dismissal of the second amended complaint in part, vacated the district court’s dismissal of the second amended complaint in part, and remanded the matter to the district court for further proceedings. On August 6, 2020, the Defendants filed a Petition for Rehearing en banc requesting reconsideration of portions of the opinion from the Second Circuit Court of Appeals. The Second Circuit Court of Appeals denied the Petition on September 8, 2020 and issued a mandate to the Court for the Southern District of NY on September 15, 2020. On December 16, 2020, the Company reached a settlement in principle to fully resolve the Securities Action, and on February 1, 2021, a motion for preliminary approval of the settlement was filed in the Court for the Southern District of NY. On February 25, 2021, the Court for the Southern District of NY denied the motion for preliminary approval and directed the parties to re-submit the motion with certain revisions. On March 24, 2021, the parties re-submitted the motion for preliminary approval, which the Court for the Southern District of NY granted on April 2, 2021. The parties’ agreement provides in part for a $13.5 million settlement payment in exchange for the dismissal and a release of all claims against the Defendants in connection with the Securities Action. The terms of the settlement and the final plan of allocation of settlement proceeds was approved by the Court for the Southern District of NY on September 22, 2021. On that date, the Court for the Southern District of NY dismissed the Securities Action with prejudice and released all of the claims against the Defendants in connection with the Securities Action. The full amount of the settlement payment was paid by the Company’s insurance provider under its insurance policy. On or about April 26, 2017, Ronald Morrow filed a shareholder derivative lawsuit on behalf of the Company in the Court for the Southern District of NY, against the Company’s former Chief Executive Officer Charles J. Link, Jr., the Company’s former Chief Medical Officer and President Nicholas Vahanian, and the Company directors Thomas A. Raffin, Joseph Saluri, Ernest J. Talarico, III, Paul R. Edick, Paolo Pucci, and Lota S. Zoth (collectively, the “Morrow Defendants”), captioned Morrow v. Link., et al., Case 1:17-cv-03039 (the “Morrow Action”). The complaint alleges that the Morrow Defendants caused the Company to issue false statements in its 2016 proxy statement regarding risk management and compensation matters in violation of federal securities laws. The complaint also asserts state law claims against the Morrow Defendants for breaches of fiduciary duties, unjust enrichment, abuse of control, insider trading, gross mismanagement, and corporate waste, alleging that the Morrow Defendants made material misstatements or omissions related to the Phase 2 and 3 trials and efficacy of the product candidate algenpantucel-L, awarded themselves excessive compensation, engaged in illegal insider trading, and grossly mismanaged the Company. The plaintiff does not quantify any alleged damages in the complaint but seeks restitution for damages to the Company, attorneys’ fees, costs, and expenses, as well as an order directing that proposals for strengthening board oversight be put to a vote of Company’s shareholders. The language for such proposals is not specified in the complaint. The plaintiff also contemporaneously filed a statement of relatedness, informing the Court for the Southern District of NY that the Morrow Action is related to the Securities Action. On May 19, 2017, the plaintiff dismissed the Morrow Action without prejudice. Also on May 19, 2017, plaintiffs’ counsel in the Morrow Action filed a new shareholder derivative complaint that is substantively identical to the Morrow Action, except that the plaintiff is Rickey Ely. The latter action is captioned Ely v. Link, et al., Case 17-cv-3799 (the “Ely Action”). By agreement of the parties and orders dated June 26, 2017 and March 20, 2019, the Court for the Southern District of NY temporarily stayed the Ely Action until the Securities Action is dismissed or otherwise finally resolved. On December 11, 2020, the Company reached a settlement in principle to resolve the substantive claims asserted in the Ely Action, and on February 26, 2021, the Company reached an agreement with the plaintiff with respect to an award for plaintiff’s counsel’s attorneys’ fees and expenses in the total amount of $375,000. In addition to this award for fees and expenses, the parties' agreement provides for the adoption and/or enactment of certain corporate governance reforms at both the Board of Directors and management levels, in exchange for the dismissal and a release of all claims against the Defendants in connection with the Ely Action. On June 3, 2021, a motion for preliminary approval of the settlement was filed in the Court for the Southern District of NY. On August 10, 2021, the Court for the Southern District of NY granted the motion for preliminary approval of the settlement. Thereafter, the full amount of the fees and expenses award was paid by the Company’s insurance provider under its insurance policy. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of Lumos and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). All significant intercompany accounts and transactions are eliminated in consolidatio n. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company ’s financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets and liabilities include stock-based compensation, accruals for clinical trials and deferred tax assets. While we believe that the estimates and assumptions used in preparation of our consolidated financial statements based on our knowledge of current events and actions that we may undertake in the future are appropriate, actual results could differ from those estimates, and any such differences may be material. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash, money market funds and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Cash and cash equivalents of $94.8 million an d $98.7 million at December 31, 2021 and 2020, respectively, consist of balances in checking and money market accounts. |
Property and Equipment | Property and Equipment Leasehold improvements and equipment are capitalized as the Company believes they have alternative future uses and are stated at cost. Depreciation on all leasehold improvements and equipment is calculated on the straight-line method over the shorter of the lease term or estimated useful life of the asset. Computer equipment has useful lives of three Long-lived assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by the asset group, primarily relating to proceeds for selling the assets. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company ’ |
Expenses Accrued Under Contractual Arrangements with Third Parties; Accrued Clinical Expenses | Expenses Accrued Under Contractual Arrangements with Third Parties; Accrued Clinical Expenses The Company estimates its accrued expenses through a process of reviewing open contracts and purchase orders, communicating with personnel to identify services that have been performed and estimating the level of service performed and the associated cost incurred for the service that may not be invoiced from the provider. The estimates of accrued expenses as of each balance sheet date are based on facts and circumstances known at that time. Such estimates are periodically confirmed with the service providers to verify accuracy. The Company bases its expenses related to clinical trials on estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical trials on behalf of the Company. Invoicing from third-party contractors for services performed can lag several months. The Company accrues the costs of services rendered in connection with third-party contractor activities based on its estimate of management fees, site management and monitoring costs and data management costs as contracted. Differences between actual clinical trial costs and estimated clinical trial costs are adjusted for in the period in which they become known through operations. Accrued expenses as of December 31, 2021 were comprised of $2.8 million for compensation and related benefits, $0.5 million for clinical expenses, and $0.9 million for other accrued expenses. Accrued expenses as of December 31, 2020 were comprised of $3.3 million for compensation and related benefits, $0.2 million for clinical expenses, and $2.4 million for other accrued expenses. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operating results in the period that includes the enactment date. Management assesses the realizability of deferred tax assets and records a valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will not be realized. |
Share-based Compensation | Share-Based Compensation Stock options and performance stock options The Company recognizes compensation costs related to stock options granted to employees and non-employees based on the estimated fair value of the awards on the date of grant. The Company estimates the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The Company records forfeitures as they are incurred. The grant date fair value of the stock options is expensed on a straight-line basis over the applicable vesting period, which generally is four years. The fair value of performance-based stock options is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining requisite service period. The assumptions used in Black-Scholes option-pricing model are as follows: • Exercise price . If Incentive Stock Options are granted to a 10% stockholder in the Company, the exercise price shall not be less than 110% of the common stock’s fair market value on the date of grant. • Fair Market Value of Common Stoc k. As Private Lumos’ common stock has not historically been publicly traded, Private Lumos has periodically estimated the fair market value of common stock after considering, among other things, contemporaneous valuations of its common and preferred stock prepared by unrelated third-party valuation firms in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Subsequent to the Merger, the grant date fair market value is the quoted market price of the Company's common stock. • Expected term . The expected term of stock options represents the period that the stock options are expected to remain outstanding and is based on vesting terms, exercise term and contractual lives of the options. The expected term is based on the simplified method and is estimated as the average of the weighted average vesting term and the time to expiration as of the grant date. • Expected volatility . As the Company does not have sufficient historical stock price information to meet the expected life of the stock option grants, it uses a blended volatility based on the trading history from the common stock of a set of comparable publicly-listed biopharmaceutical companies. Volatility for employee stock purchase plan (“ESPP”) shares is equal to the Company’s historical volatility over the six-month offering period. • Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield with a maturity equal to the expected term of the stock options in effect at the time of grant. • Dividend yield . The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plan to pay any dividends on its common stock. Restricted stock units Service-based restricted stock units are valued using the market price of our common stock on the grant date. The grant date fair value of the restricted stock units is expensed on a straight-line basis over the applicable vesting period, which generally is four years. Employee stock purchase plan |
Financial Instruments | Financial Instruments and Concentrations of Credit Risk The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows: • Level I: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits. To limit the credit risk, the Company invests its excess cash primarily in high quality securities such as money market funds. |
Net Loss Per Share | Net Loss Per ShareBasic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share reflects the potential dilution, using the treasury stock method. |
Revenue Recognition | Revenue RecognitionRevenue is recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist primarily of employee-related expenses, which include salaries, bonuses, benefits and share-based compensation; manufacturing-related costs; clinical trial expenses which include expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials; facilities, depreciation of fixed assets and other allocated expenses, which include direct and allocated expenses for rent and maintenance of research facilities and equipment; license fees for and milestone payments related to in-licensed products and technology; and costs associated with non-clinical activities and regulatory approvals. Advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and recorded as a prepaid asset. The deferred amounts are expensed as the related goods are delivered or the services are performed. |
Patents | Patents The Company generally applies for patent protection on processes and products. Patent application costs are expensed as incurred as a component of general and administrative expense, as recoverability of such expenditures is uncertain. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of a specified effective date, if applicable to us. In December 2019, the FASB issued ASU 2019-12, Income Taxes (“ASC 740”) |
NewLink Merger (Tables)
NewLink Merger (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Recapitalization | The following table summarizes the estimated fair value of the assets acquired and liabilities assumed on March 18, 2020, the date of the Merger (in thousands): Assets acquired: Cash and cash equivalents $ 84,179 Prepaid and other current assets 2,999 Income tax receivable 192 Property and equipment 1,020 Economic interest in PRV 87,920 Other intangible assets 426 Other non-current assets 517 Total Assets Acquired 177,253 Liabilities assumed: Accounts payable 285 Accrued expenses and other current liabilities 8,788 PRV-related liability owed to Merck 35,720 Royalty obligation payable to Iowa Economics Development Authority 6,000 Deferred tax liability 9,500 Other long-term liabilities 12 Total liabilities assumed 60,305 Total net assets acquired $ 116,948 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Maturity of Operating Lease Liabilities | Future maturities of operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2021 are as follows (in thousands), excluding option renewals: As of December 31, 2021: 2022 $ 337 2023 236 Total lease payments 573 Less: Imputed interest (16) Total $ 557 |
Stock-Based Compensation and _2
Stock-Based Compensation and Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Activity | The table below summarizes the stock option activity, including options with market and performance conditions, for the year ended December 31, 2021 : Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 958,945 $ 9.59 7.5 Options granted 376,844 14.55 Options exercised (26,922) 2.40 Options forfeited (23,101) 13.04 Options expired (84,557) 16.31 Outstanding at end of period 1,201,209 $ 10.77 7.3 Options exercisable at end of period 617,269 $ 9.90 6.1 |
Assumptions Used in Black-Scholes Pricing Model for New Grants | The weighted-average assumptions used to value the stock options using the Black-Scholes option-pricing were as follows : Year Ended December 31, 2021 2020 Risk-free interest rate 0.56% to 1.05% 0.35% to 0.49% Expected dividend yield —% —% Expected volatility 77.2% to 90.3% 86.1% to 89.5% Expected term (in years) 5.4 to 7.7 5.8 to 6.1 Weighted-average grant-date fair value per share $10.65 $5.96 |
Restricted Stock Activity | The table below summarizes the restricted stock units activity for the year ended December 31, 2021 : Number of restricted shares Weighted average grant date fair value Unvested at beginning of period 73,754 $ 7.86 Granted 41,903 10.32 Vested (33,933) 8.39 Forfeited/cancelled (709) 7.78 Unvested at end of period 81,015 $ 8.91 The following summarizes the weighted average fair value at the date of grant: Year Ended December 31, 2021 2020 Per grant of restricted stock unit $ 10.32 $ 7.90 |
Share-based Compensation Expense | Stock-based compensation expenses included in the Company’s consolidated statements of operations for the year ended December 31, 2021 and 2020 were (in thousands): Year Ended December 31, 2021 2020 Research and development $ 809 $ 132 General and administrative 2,070 942 Total $ 2,879 $ 1,074 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit | The income tax benefit is as follows (in thousands): Year Ended December 31, 2021 2020 Current tax benefit - U. S. federal $ — $ 4,473 Current tax benefit - state and local 636 Deferred tax benefit - U. S. federal — 7,980 Deferred tax benefit - state and local — 1,520 Total income tax benefit $ 636 $ 13,973 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and the deferred tax liability at December 31, 2021 and 2020 are presented below (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 32,281 $ 27,441 Federal research and development tax credits 37,953 34,238 Share-based compensation 627 624 Capital loss carryforwards 41,144 41,399 Deferred rent 2 109 Accrued compensation 192 361 Charitable contributions 24 25 Leasehold improvements and equipment 1,292 1,648 Gross deferred tax assets 113,515 105,845 Less: valuation allowance (113,515) (105,272) Total deferred tax assets — 573 Deferred tax liability: Capital gain on PRV — (573) Net deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes at the statutory federal income tax rate to net income tax benefit included in the accompanying consolidated statements of operations is set forth in the following table: Year Ended December 31, 2021 2020 U.S. federal income tax benefit at the statutory rate (21.00) % (21.00) % State income taxes, net of federal taxes (1.38) (50.50) Loss in foreign subsidiary — (177.31) Carry-back of federal net operating loss — (22.78) Federal tax credits (8.90) (3.57) Change in valuation allowance 26.53 201.18 Other 2.70 2.82 Effective income tax rate (2.05) % (71.16) % |
Net Loss per Share of Common _2
Net Loss per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Losses Per Share, Basic and Diluted | The following table presents the computation of basic and diluted loss per share of common stock (in thousands, except share and per share data) and the number of unexercised stock options and restricted stock units, which are common stock equivalents, that have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for all periods presented: Year Ended December 31, 2021 2020 Net loss $ (30,430) (5,663) Accretion of preferred stock to current redemption value — (651) Net loss attributable to common shareholders $ (30,430) $ (6,314) Weighted-average shares outstanding - Basic and diluted 8,334,516 6,777,932 Net loss per share - Basic and diluted $ (3.65) $ (0.93) Anti-dilutive stock options 1,201,209 958,945 Anti-dilutive restricted stock units 81,015 73,754 Total anti-dilutive common stock equivalents excluded 1,282,224 1,032,699 |
Description of Business (Detail
Description of Business (Details) $ in Thousands | Mar. 19, 2020 | Mar. 18, 2020shares | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Conversion of Stock [Line Items] | |||||
Stock conversion ratio | 0.1111 | ||||
Common stock, outstanding shares (in shares) | 8,292,803 | 8,357,391 | 8,305,269 | ||
Cash and cash equivalents | $ | $ 94,809 | $ 98,679 | |||
Series A redeemable convertible preferred stock | |||||
Conversion of Stock [Line Items] | |||||
Stock conversion ratio | 0.0873621142 | ||||
Series B redeemable convertible preferred stock | |||||
Conversion of Stock [Line Items] | |||||
Stock conversion ratio | 0.1996348626 | ||||
Private Lumos Stockholders | |||||
Conversion of Stock [Line Items] | |||||
Aggregate shares received (in shares) | 2,968,465 | ||||
Private Lumos Stockholders | NewLink Genetics | |||||
Conversion of Stock [Line Items] | |||||
Ownership percentage after transaction | 0.50 | ||||
Former Stockholders | |||||
Conversion of Stock [Line Items] | |||||
Ownership percentage after transaction | 0.50 | ||||
Merck | Held-for-sale or Disposed of by Sale | PRV Transfer Agreement | License and Collaborative Arrangement | |||||
Conversion of Stock [Line Items] | |||||
Cash from sale | $ | $ 34,000 | ||||
Common Stock | |||||
Conversion of Stock [Line Items] | |||||
Stock conversion ratio | 0.1308319305 | ||||
Common Stock | Private Lumos Stockholders | |||||
Conversion of Stock [Line Items] | |||||
Aggregate shares received (in shares) | 4,146,398 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||
Cash and cash equivalents | $ 94,809 | $ 98,679 |
Compensation and related benefits | 2,800 | 3,300 |
Clinical expenses | 500 | 200 |
Other accrued expenses | $ 900 | $ 2,400 |
Expected dividend yield | 0.00% | |
Stock Option | ||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||
Award vesting period | 4 years | |
Stockholder ownership (percent) | 10.00% | |
Incentive stock option exercise price for 10% shareholders (percent) | 110.00% | |
Expected dividend yield | 0.00% | 0.00% |
Restricted stock units | ||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||
Award vesting period | 4 years | |
ESPP | ||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||
Award vesting period | 6 months | |
ESPP stock discount rate | 15.00% | |
Computer Equipment | Minimum | ||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||
Useful life | 3 years | |
Computer Equipment | Maximum | ||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||
Useful life | 5 years |
NewLink Merger - Narrative (Det
NewLink Merger - Narrative (Details) $ in Thousands | Mar. 19, 2020 | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 18, 2020USD ($)director |
Business Acquisition [Line Items] | |||||
Number of directors | director | 3 | ||||
In-process research and development charge | $ 0 | $ 426 | |||
Private Lumos Stockholders | |||||
Business Acquisition [Line Items] | |||||
Number of directors | director | 3 | ||||
Private Lumos Stockholders | NewLink Genetics | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage after transaction | 0.50 | ||||
Merck | License and Collaborative Arrangement | |||||
Business Acquisition [Line Items] | |||||
Estimated transaction price | $ 95,000 | ||||
Economic interest in PRV | 87,900 | ||||
PRV-related liability owed to Merck | 35,700 | ||||
Step up in basis in the PRV | 9,500 | ||||
In-process research and development charge | $ 426 | ||||
Merck | License and Collaborative Arrangement | Minimum | |||||
Business Acquisition [Line Items] | |||||
Observed transaction price | 80,000 | ||||
Merck | License and Collaborative Arrangement | Maximum | |||||
Business Acquisition [Line Items] | |||||
Observed transaction price | $ 111,000 |
NewLink Merger - Schedule of Re
NewLink Merger - Schedule of Reverse Recapitalization (Details) - NewLink Genetics $ in Thousands | Mar. 18, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 84,179 |
Prepaid and other current assets | 2,999 |
Income tax receivable | 192 |
Property and equipment | 1,020 |
Economic interest in PRV | 87,920 |
Other intangible assets | 426 |
Other non-current assets | 517 |
Total Assets Acquired | 177,253 |
Accounts payable | 285 |
Accrued expenses and other current liabilities | 8,788 |
PRV-related liability owed to Merck | 35,720 |
Royalty obligation payable to Iowa Economics Development Authority | 6,000 |
Deferred tax liability | 9,500 |
Other long-term liabilities | 12 |
Total liabilities assumed | 60,305 |
Total net assets acquired | $ 116,948 |
License and Asset Purchase Ag_2
License and Asset Purchase Agreements (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Jan. 11, 2021USD ($) | Jul. 27, 2020USD ($)installment | Mar. 18, 2020 | Nov. 30, 2014 | |
Deferred Revenue Arrangement [Line Items] | ||||||||
Gain on sale of priority review voucher | $ 0 | $ 6,300 | ||||||
Payments for royalties | 146 | 0 | ||||||
Merck | Licensing and collaboration revenue | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Grant revenue | 10 | 168 | ||||||
Merck | Royalty revenue | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Grant revenue | 220 | 0 | ||||||
License and Collaborative Arrangement | Merck | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Collaborative arrangement development milestone payments | 14,000 | |||||||
Collaborative arrangement second indication development milestone payments | 8,500 | |||||||
Collaborative arrangement tiered sales milestone payments | 80,000 | |||||||
Net product sales milestone | $ 1,000,000 | |||||||
Value of PRV company is entitled to | 60.00% | |||||||
Value of PRV liability | 40.00% | |||||||
Value of PRV | $ 35,700 | |||||||
License and Collaborative Arrangement | Merck | Held-for-sale or Disposed of by Sale | PRV Transfer Agreement | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Gross proceeds from sale | $ 60,000 | |||||||
Number of installments | installment | 2 | |||||||
Cash from sale | $ 34,000 | |||||||
Consideration receivable | $ 26,000 | |||||||
Gain on sale of priority review voucher | 6,300 | |||||||
Costs incurred from sale | $ 1,500 | |||||||
License and Collaborative Arrangement | Merck | Minimum | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Royalty obligation percent of annual product net sales | 10.00% | |||||||
License and Collaborative Arrangement | Merck | Maximum | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Royalty obligation percent of annual product net sales | 12.00% | |||||||
Ammonett | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Upfront payments | $ 3,500 | |||||||
Acquisition development milestone payments | 17,000 | |||||||
Acquisition specific milestone payments | 14,000 | |||||||
Acquisition sales milestone payments | $ 55,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease weighted average discount rate | 3.00% | |
Operating lease weighted average remaining lease term | 1 year 9 months 18 days | |
Operating Lease Liabilities Payments Due | ||
2022 | $ 337 | |
2023 | 236 | |
Total lease payments | 573 | |
Less: Imputed interest | (16) | |
Total | 557 | |
Costs for operating leases | $ 337 | $ 371 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Term of operating lease contract | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Term of operating lease contract | 2 years |
Stock-Based Compensation and _3
Stock-Based Compensation and Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | May 09, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Unrecognized compensation cost | $ 4.5 | ||
Weighted average vesting period for non-vested option awards, in years | 2 years 9 months 18 days | ||
Defined contribution | $ 0.3 | $ 0.2 | |
Discretionary contribution amount | $ 0.1 | $ 0.1 | |
2009 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Plan term | 10 years | ||
Evergreen increase | 3.00% | ||
Number of shares remained available for issuance (in shares) | 455,532 | ||
2010 Non-Employee Directors' Stock Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares remained available for issuance (in shares) | 5,624 | ||
2010 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares remained available for issuance (in shares) | 60,000 | ||
2010 Employee Stock Purchase Plan | ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Common Stock, Increase in Capital Shares Reserved for Future Issuance | 60,000 |
Stock-Based Compensation and _4
Stock-Based Compensation and Employee Benefit Plans - Stock Option Activity (Details) - Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numberof options | ||
Outstanding at beginning of period (in shares) | 958,945 | |
Options granted (in shares) | 376,844 | |
Options exercised (in shares) | (26,922) | |
Options forfeited (in shares) | (23,101) | |
Options expired (in shares) | (84,557) | |
Outstanding at end of period (in shares) | 1,201,209 | 958,945 |
Options exercisable at end of period (in shares) | 617,269 | |
Weighted average exercise price | ||
Outstanding, weighted average exercise price at beginning of period (in dollars per share) | $ 9.59 | |
Granted, weighted average exercise price (in dollars per share) | 14.55 | |
Exercised, weighted average exercise price (in dollars per share) | 2.40 | |
Forfeited, weighted average exercise price (in dollars per share) | 13.04 | |
Expired, weighted average exercise price (in dollars per share) | 16.31 | |
Outstanding, weighted average exercise price at end of period (in dollars per share) | 10.77 | $ 9.59 |
Exercisable, weighted average exercise price (in dollars per share) | $ 9.90 | |
Outstanding, weighted average remaining contractual term, in years | 7 years 3 months 18 days | 7 years 6 months |
Exercisable, weighted average remaining contractual term, in years | 6 years 1 month 6 days |
Stock-Based Compensation and _5
Stock-Based Compensation and Employee Benefit Plans - Range of Assumptions Used (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected dividend yield | 0.00% | |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected dividend yield | 0.00% | 0.00% |
Weighted-average grant-date fair value per share (in dollars per share) | $ 10.65 | $ 5.96 |
Stock Option | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Risk-free interest rate | 0.56% | 0.35% |
Expected volatility | 77.20% | 86.10% |
Expected term (in years) | 5 years 4 months 24 days | 5 years 9 months 18 days |
Stock Option | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Risk-free interest rate | 1.05% | 0.49% |
Expected volatility | 90.30% | 89.50% |
Expected term (in years) | 7 years 8 months 12 days | 6 years 1 month 6 days |
Stock-Based Compensation and _6
Stock-Based Compensation and Employee Benefit Plans - Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of restricted shares | ||
Unvested at beginning of period (in shares) | 73,754 | |
Granted (in shares) | 41,903 | |
Vested (in shares) | (33,933) | |
Forfeited / cancelled (in shares) | (709) | |
Unvested at end of period (in shares) | 81,015 | 73,754 |
Weighted average grant date fair value | ||
Weighted average grant date fair value at beginning of period (in dollars per share) | $ 7.86 | |
Granted, weighted average grant date fair value (in dollars per share) | 10.32 | $ 7.90 |
Vested, weighted average grant date fair value (in dollars per share) | 8.39 | |
Forfeited/cancelled, weighted average grant date fair value (in dollars per share) | 7.78 | |
Weighted average grant date fair value at end of period (in dollars per share) | $ 8.91 | $ 7.86 |
Stock-Based Compensation and _7
Stock-Based Compensation and Employee Benefit Plans - Allocated Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 2,879 | $ 1,074 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 809 | 132 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 2,070 | $ 942 |
Long-Term Debt and Conversion_2
Long-Term Debt and Conversion to Royalty Obligation (Details) - IDED - Loans payable - USD ($) $ in Millions | Dec. 31, 2021 | Mar. 31, 2005 |
Debt Instrument [Line Items] | ||
Loan available balance | $ 6 | |
Outstanding balance | $ 6 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Examination [Line Items] | |||
Income tax benefit | $ 636 | $ 13,973 | |
Pre-tax NOL to be carried back | 4,500 | ||
Deferred tax liability, PRV | 9,500 | ||
Increase in amount of valuation allowance | 8,200 | 95,700 | |
Operating loss carryforwards | 127,500 | ||
Reserve for uncertain tax positions | $ 700 | ||
Change in reserve for uncertain tax positions | $ 1,200 | ||
Income Tax Benefit | |||
Income Tax Examination [Line Items] | |||
Change in reserve for uncertain tax positions | 600 | ||
Other Income | |||
Income Tax Examination [Line Items] | |||
Change in reserve for uncertain tax positions | 300 | ||
General and administrative | |||
Income Tax Examination [Line Items] | |||
Change in reserve for uncertain tax positions | $ 300 | ||
Research Tax Credit Carryforward | |||
Income Tax Examination [Line Items] | |||
Tax credit carryforward | 38,000 | ||
Domestic Tax Authority | Capital Loss Carryforward | |||
Income Tax Examination [Line Items] | |||
Tax credit carryforward | $ 164,600 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current tax benefit - U. S. federal | $ 0 | $ 4,473 |
Current tax benefit - state and local | 636 | |
Deferred tax benefit - U. S. federal | 0 | 7,980 |
Deferred tax benefit - state and local | 0 | 1,520 |
Total income tax benefit | $ 636 | $ 13,973 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 32,281 | $ 27,441 |
Federal research and development tax credits | 37,953 | 34,238 |
Share-based compensation | 627 | 624 |
Capital loss carryforwards | 41,144 | 41,399 |
Deferred rent | 2 | 109 |
Accrued compensation | 192 | 361 |
Charitable contributions | 24 | 25 |
Leasehold improvements and equipment | 1,292 | 1,648 |
Gross deferred tax assets | 113,515 | 105,845 |
Less: valuation allowance | (113,515) | (105,272) |
Total deferred tax assets | 0 | 573 |
Deferred tax liability: | ||
Capital gain on PRV | 0 | (573) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal income tax benefit at the statutory rate | (21.00%) | (21.00%) |
State income taxes, net of federal taxes | (1.38%) | (50.50%) |
Loss in foreign subsidiary | 0.00% | (177.31%) |
Carry-back of federal net operating loss | 0.00% | (22.78%) |
Federal tax credits | (8.90%) | (3.57%) |
Change in valuation allowance | 26.53% | 201.18% |
Other | 2.70% | 2.82% |
Effective income tax rate | (2.05%) | (71.16%) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | Dec. 30, 2020USD ($)$ / shares | Mar. 18, 2020shares | Apr. 30, 2016USD ($)shares | Mar. 31, 2016USD ($)shares | Dec. 31, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of votes each share is entitled to | vote | 1 | ||||||
Common stock, authorized shares (in shares) | 75,000,000 | 75,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Blank check preferred stock, authorized shares (in shares) | 5,000,000 | 5,000,000 | |||||
Blank check preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Blank check preferred stock, outstanding shares (in shares) | 0 | 0 | |||||
Stock conversion ratio | 0.1111 | ||||||
Private Lumos Stockholders | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate shares received (in shares) | 2,968,465 | ||||||
Series A redeemable convertible preferred stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 17 | ||||||
Stock conversion ratio | 0.0873621142 | ||||||
Series A redeemable convertible preferred stock | Private Lumos | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | 11,204,513 | ||||||
Value of liquidation preference | $ | $ 21.9 | ||||||
Series B redeemable convertible preferred stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 34 | ||||||
Stock conversion ratio | 0.1996348626 | ||||||
Series B redeemable convertible preferred stock | Private Lumos | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | 9,966,288 | ||||||
Value of liquidation preference | $ | $ 41.6 | ||||||
Controlled Equity Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Value of shares issued | $ | $ 50 | ||||||
Commission fee | 3.00% | ||||||
Number of shares of common stock sold (in shares) | 0 |
Net Loss per Share of Common _3
Net Loss per Share of Common Stock - Net Loss Per Share Computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | $ (30,430) | $ (5,663) |
Accretion of preferred stock to current redemption value | 0 | (651) |
Net loss attributable to common shareholders | $ (30,430) | $ (6,314) |
Weighted-average shares outstanding - Basic (in shares) | 8,334,516 | 6,777,932 |
Weighted-average shares outstanding - Diluted (in shares) | 8,334,516 | 6,777,932 |
Net loss per share - Basic (in dollars per share) | $ (3.65) | $ (0.93) |
Net loss per share - Diluted (in dollars per share) | $ (3.65) | $ (0.93) |
Antidilutive securities (in shares) | 1,282,224 | 1,032,699 |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,201,209 | 958,945 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 81,015 | 73,754 |
Restructuring and Severance C_2
Restructuring and Severance Charges - Narrative (Details) - USD ($) $ in Millions | Apr. 16, 2021 | Feb. 04, 2021 | Jun. 30, 2021 | Dec. 31, 2021 |
Restructuring Charges | ||||
Accelerated vesting expense | $ 0.7 | |||
Chief Medical Officer | ||||
Restructuring Charges | ||||
Accelerated vesting expense | $ 0.7 | |||
Chief Financial Officer | ||||
Restructuring Charges | ||||
Accelerated vesting expense | $ 0.9 | |||
Extension of exercise period | 24 months | |||
Accelerated cost | $ 0.4 | |||
Accrued severance compensation | $ 0.9 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Apr. 02, 2021 | Feb. 26, 2021 |
Abramson v NewLink Genetics Corp | Settled Litigation | ||
Loss Contingencies [Line Items] | ||
Litigation settlement payment | $ 13,500 | |
Ely v NewLink Genetics Corp | ||
Loss Contingencies [Line Items] | ||
Litigation settlement payment | $ 375 |