Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 06, 2023 | Jun. 30, 2022 | |
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 00-50626 | ||
Entity Registrant Name | Cyclacel Pharmaceuticals, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 91-1707622 | ||
Entity Address, Address Line One | 200 Connell Drive | ||
Entity Address, Address Line Two | Suite 1500 | ||
Entity Address, City or Town | Berkeley Heights | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07922 | ||
City Area Code | 908 | ||
Local Phone Number | 517-7330 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001130166 | ||
Amendment Flag | true | ||
Amendment Description | Amendment No.1 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 11,477,812 | ||
Entity Common Stock, Shares Outstanding | 12,539,189 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | RSM US LLP | ||
Auditor Firm ID | 49 | ||
Auditor Location | Stamford, Connecticut | ||
Common Stock | |||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | CYCC | ||
Security Exchange Name | NASDAQ | ||
Preferred Stock | |||
Title of 12(b) Security | Preferred Stock, $0.001 par value | ||
Trading Symbol | CYCCP | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 18,345 | $ 36,559 |
Prepaid expenses and other current assets | 6,066 | 4,383 |
Total current assets | 24,411 | 40,942 |
Property and equipment, net | 32 | 64 |
Right-of-use lease asset | 142 | 30 |
Non-current deposits | 3,465 | 2,100 |
Total assets | 28,050 | 43,136 |
Current liabilities: | ||
Accounts payable | 2,561 | 2,117 |
Accrued and other current liabilities | 4,950 | 3,296 |
Total current liabilities | 7,511 | 5,413 |
Lease liability | 106 | 30 |
Total liabilities | 7,617 | 5,443 |
Redeemable common stock, $0.001 par value, 3,117,100 and 0 shares issued and outstanding at December 31, 2021 and December 31, 2022 (Note 11). | 4,494 | 0 |
Stockholders' equity: | ||
Preferred stock, value | ||
Common stock, $0.001 par value; 100,000,000 shares authorized at December 31, 2022 and December 31, 2021; 9,422,089 and 9,993,135 shares issued and outstanding at December 31, 2022 and December 31, 2021 | 9 | 10 |
Additional paid-in capital | 422,973 | 422,960 |
Accumulated other comprehensive loss | (1,316) | (748) |
Accumulated deficit | (405,727) | (384,529) |
Total stockholders' equity | 15,939 | 37,693 |
Total liabilities and stockholders' equity | 28,050 | 43,136 |
6% convertible exchangeable preferred stock | ||
Stockholders' equity: | ||
Preferred stock, value | 0 | 0 |
Series A Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock, value | 0 | 0 |
Series B Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock, value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Redeemable common stock, shares issued | 0 | 3,117,100 |
Redeemable common stock, shares outstanding | 0 | 3,117,100 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 9,422,089 | 9,993,135 |
Common stock, shares outstanding | 9,422,089 | 9,993,135 |
6% convertible exchangeable preferred stock | ||
Preferred stock, shares issued | 335,273 | 335,273 |
Preferred stock, shares outstanding | 335,273 | 335,273 |
Dividend rate on convertible exchangeable preferred stock (in percent) | 6% | 6% |
Preferred stock, liquidation preference value (in dollars) | $ 4,006,512 | $ 4,006,512 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 264 | 264 |
Preferred stock, shares outstanding | 264 | 264 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 237,745 | 237,745 |
Preferred stock, shares outstanding | 237,745 | 237,745 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Revenues | $ 0 | $ 0 |
Operating expenses: | ||
Research and development | 20,274 | 14,928 |
General and administrative | 7,382 | 7,461 |
Total operating expenses | 27,656 | 22,389 |
Operating loss | (27,656) | (22,389) |
Other income (expense): | ||
Foreign exchange gains (losses) | 233 | 44 |
Interest income | 210 | 16 |
Other income, net | 1,298 | 144 |
Total other income, net | 1,741 | 204 |
Loss before taxes | (25,915) | (22,185) |
Income tax benefit | 4,717 | 3,728 |
Net loss | (21,198) | (18,457) |
Dividend on convertible exchangeable preferred shares | (201) | (201) |
Net loss applicable to common shareholders | $ (21,399) | $ (18,658) |
Basic and diluted earnings per common share: | ||
Net loss per share - basic | $ (2.09) | |
Net loss per share - diluted | (2.09) | |
Common Stock | ||
Basic and diluted earnings per common share: | ||
Net loss per share - basic | $ (1.91) | (2.09) |
Net loss per share - diluted | $ (1.91) | $ (2.09) |
Weighted average common shares outstanding basic | 9,864,296 | 8,926,173 |
Redeemable Common Stock | ||
Basic and diluted earnings per common share: | ||
Net loss per share - basic | $ (1.82) | $ 0 |
Net loss per share - diluted | $ (1.82) | |
Weighted average common shares outstanding basic | 1,391,381 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||||||
Net loss | $ (5,096) | $ (4,575) | $ (4,757) | $ (8,683) | $ (13,779) | $ (13,363) | $ (21,198) | $ (18,457) |
Translation adjustment | 20,598 | 2,123 | ||||||
Unrealized foreign exchange gain (loss) on intercompany loans | (21,166) | (2,125) | ||||||
Comprehensive loss | $ (4,852) | $ (13,370) | $ (21,766) | $ (18,459) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 6 | $ 400,071 | $ (746) | $ (366,072) | $ 33,259 | |
Balance (in shares) at Dec. 31, 2020 | 573,282 | 6,246,896 | ||||
Loss for the period | (13,363) | |||||
Balance at Sep. 30, 2021 | (379,434) | 41,594 | ||||
Balance at Dec. 31, 2020 | $ 6 | 400,071 | (746) | (366,072) | 33,259 | |
Balance (in shares) at Dec. 31, 2020 | 573,282 | 6,246,896 | ||||
Issue of common stock and associated warrants on underwritten offering, net of expenses | $ 2 | 13,500 | 13,502 | |||
Issue of common stock and associated warrants on underwritten offering, net of expenses (in shares) | 2,078,214 | |||||
Issue of common stock on At Market, net of expenses | $ 1 | 3,869 | 3,870 | |||
Issue of common stock on At Market Issuance sales agreement, net of expenses (in shares) | 752,425 | |||||
Warrant & stock option exercises | $ 1 | 4,564 | $ 4,565 | |||
Warrant & stock option exercises (in shares) | 915,600 | 6,600 | ||||
Stock-based compensation | 1,157 | $ 1,157 | ||||
Preferred stock dividends | (201) | (201) | ||||
Unrealized foreign exchange on intercompany loans | (2,125) | (2,125) | ||||
Translation adjustment | 2,123 | 2,123 | ||||
Loss for the period | (18,457) | (18,457) | ||||
Balance at Dec. 31, 2021 | $ 10 | 422,960 | (748) | (384,529) | 37,693 | |
Balance (in shares) at Dec. 31, 2021 | 573,282 | 9,993,135 | ||||
Accretion on redeemable common stock | (33) | |||||
Loss for the period | (8,683) | |||||
Balance at Jun. 30, 2022 | $ 10 | 424,010 | (393,212) | 29,532 | ||
Balance at Dec. 31, 2021 | $ 10 | 422,960 | (748) | (384,529) | 37,693 | |
Balance (in shares) at Dec. 31, 2021 | 573,282 | 9,993,135 | ||||
Accretion on redeemable common stock | (135) | |||||
Loss for the period | (13,779) | |||||
Balance at Sep. 30, 2022 | $ 9 | 422,542 | (398,308) | 22,497 | ||
Balance at Dec. 31, 2021 | $ 10 | 422,960 | (748) | (384,529) | 37,693 | |
Balance (in shares) at Dec. 31, 2021 | 573,282 | 9,993,135 | ||||
Issue of common stock on At Market, net of expenses | $ 0 | 478 | 478 | |||
Issue of common stock on At Market Issuance sales agreement, net of expenses (in shares) | 541,542 | |||||
Reclassification of redeemable common stock | $ (1) | (1,635) | (1,636) | |||
Reclassification of redeemable common stock (in shares) | (1,130,000) | |||||
Accretion on redeemable common stock | (135) | $ (135) | ||||
Warrant & stock option exercises (in shares) | 0 | |||||
Stock-based compensation | 1,506 | $ 1,506 | ||||
Stock-based compensation (in shares) | 17,412 | |||||
Preferred stock dividends | (201) | (201) | ||||
Unrealized foreign exchange on intercompany loans | (21,166) | (21,166) | ||||
Translation adjustment | 20,598 | 20,598 | ||||
Loss for the period | (21,198) | (21,198) | ||||
Balance at Dec. 31, 2022 | $ 9 | 422,973 | $ (1,316) | (405,727) | 15,939 | |
Balance (in shares) at Dec. 31, 2022 | 573,282 | 9,422,089 | ||||
Balance at Mar. 31, 2022 | (388,637) | 33,840 | ||||
Reclassification of redeemable common stock | $ (1) | (1,071) | ||||
Accretion on redeemable common stock | (33) | (33) | ||||
Loss for the period | (4,575) | |||||
Balance at Jun. 30, 2022 | $ 10 | 424,010 | (393,212) | 29,532 | ||
Reclassification of redeemable common stock (in shares) | 9,422,089 | |||||
Accretion on redeemable common stock | (102) | (102) | ||||
Loss for the period | (5,096) | |||||
Balance at Sep. 30, 2022 | $ 9 | $ 422,542 | $ (398,308) | $ 22,497 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net loss | $ (21,198) | $ (18,457) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 32 | 43 |
Stock-based compensation | 1,506 | 1,157 |
Changes in lease liability | 40 | 172 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (3,784) | (4,480) |
Accounts payable, accrued and other current liabilities | 2,577 | 3,025 |
Net cash used in operating activities | (20,827) | (18,540) |
Investing activities: | ||
Purchase of property, plant and equipment | (7) | (27) |
Net cash used in investing activities | (7) | (27) |
Financing activities: | ||
Proceeds, net of issuance costs, from issuing common stock and warrants | 3,199 | 17,371 |
Proceeds from the exercise of stock options and warrants, net of issuance costs | 4,567 | |
Payment of preferred stock dividend | (201) | (201) |
Net cash provided by financing activities | 2,998 | 21,737 |
Effect of exchange rate changes on cash and cash equivalents | (378) | (17) |
Net (decrease) increase in cash and cash equivalents | (18,214) | 3,153 |
Cash and cash equivalents, beginning of period | 36,559 | 33,406 |
Cash and cash equivalents, end of period | 18,345 | 36,559 |
Supplemental cash flow information: | ||
Interest | 211 | 17 |
Research & Development Tax Credits | 3,312 | 1,358 |
Non cash financing activities: | ||
Accrual of preferred stock dividends | 50 | $ 50 |
Deemed dividend on redeemable common stock | $ 135 |
Restatement of Prior Financial
Restatement of Prior Financial Information | 12 Months Ended |
Dec. 31, 2022 | |
Prior Period Adjustment [Abstract] | |
Restatement of Prior Financial Information | CYCLACEL PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Restatement of Prior Financial Information During recent contract renegotiations with a contract counterparty related to the Company’s 065-102 study and the consequential return to the Company of the original contract deposit of $1.0 million and the subsequent preparation of the Company’s financial statements for the period ended September 30, 2023, the Company identified an error in the accounting treatment of contract deposit-related invoices during the period September 2021 to November 2021. Vendor invoices totaling $549,295 related to contractually required deposits received during September 2021 and November 2021 were incorrectly expensed to the income statement instead of being capitalized on the balance sheet as non-current deposits. The amounts were contractually required to remain on deposit until the end of the related contract. This resulted in an overstatement of operating loss of $293,845 for the quarter ended September 30, 2021 and $255,450 for the quarter ended December 31, 2021 and a corresponding understatement of non-current deposits in the same periods. In addition, the Company’s UK research and development tax credits were consequentially overstated by $64,000 for the quarter ended September 30, 2021 and $55,000 for the quarter ended December 31, 2021. On August 12, 2022, we became aware that our shelf registration statement on Form S-3 had expired on June 21, 2022. Prior to becoming aware of the expiration, but following the expiration, we sold an aggregate of 1,987,100 shares of our common stock at market prices for aggregate proceeds of approximately $2,721,187. The sale of these shares were subject to potential rescission rights by certain stockholders. As a result of these rescission rights, we classified 3,117,100 shares (including 1,130,000 previously issued and outstanding shares sold for which the Company did not receive proceeds and which were reclassified to temporary equity as of September 30, 2022), with an aggregate redemption value of $4,494,496 of our common stock as stock outside stockholders equity. In connection with the third quarter financial statement close process, the Company determined that it should have recorded 798,200 shares subject to potential rescission rights as temporary equity as of June 30, 2022 and these should have been reclassified out of temporary equity as of June 30, 2023 upon expiration of the rescission rights. The Company had recorded reclassification of these 798,200 shares sold in the second quarter of 2022, which had a redemption value of $1,105,507 to temporary equity as of September 30, 2022. Moreover, the Company has determined that it did not properly account for the $135,000 of aggregate fees paid in connection with the sale of those shares as a dividend to those stockholders. The $135,000 of fees should be accounted for as accretion to the maximum redemption amount of the shares subject to potential rescission in the computation of loss per share as of June 30, 2022 and September 30, 2022 and the year ended December 31, 2022, as well as of March 31, 2023 and June 30, 2023, as is required by ASC 480-10-S99-3A(20). The Company has restated herein its consolidated financial statements as of December 31, 2022 and 2021 and for each of the years ended December 31, 2022 and 2021 and to its consolidated financial statements for the quarter ended September 30, 2021 and each of the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, for the matters discussed above as well as other immaterial items. The effect of the error corrections are as follows (in thousands, except per share amounts): December 31, December 31, 2022 2022 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 2,916 $ 549 $ 3,465 Total assets $ 27,501 $ 549 $ 28,050 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 4,831 $ 119 $ 4,950 Total current liabilities 7,392 119 7,511 Total liabilities $ 7,498 $ 119 $ 7,617 Accumulated deficit (406,157) 430 (405,727) Total stockholders’ equity 15,509 430 15,939 Total liabilities and stockholders’ equity $ 27,501 $ 549 $ 28,050 Year Ended December 31, 2022 2022 CONSOLIDATED STATEMENTS OF INCOME As previously reported Adjustments As Restated Net loss applicable to common shareholders $ (21,399) $ — $ (21,399) Basic and diluted earnings per common share: Net Loss per share - basic and diluted (common shareholders) $ (1.90) $ (0.01) $ (1.91) Net Loss per share - basic and diluted (redeemable common shareholders) $ — $ (1.82) $ (1.82) Year Ended December 31, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2022 2022 As previously reported Adjustments As Restated Accumulated Deficit (Balances at December 31, 2022) $ (406,157) $ 430 $ (405,727) Total Stockholders' Equity (Balances at December 31, 2022) $ 15,509 $ 430 $ 15,939 December 31, December 31, 2021 2021 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 1,551 $ 549 $ 2,100 Total assets $ 42,587 $ 549 $ 43,136 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 3,177 $ 119 $ 3,296 Total current liabilities 5,294 119 5,413 Total liabilities $ 5,324 $ 119 $ 5,443 Accumulated deficit (384,959) 430 (384,529) Total stockholders’ equity 37,263 430 37,693 Total liabilities and stockholders’ equity $ 42,587 $ 549 $ 43,136 Year Ended December 31, 2021 2021 CONSOLIDATED STATEMENTS OF INCOME As previously reported Adjustments As Restated Operating expenses: Research and development $ 15,477 $ (549) $ 14,928 Total operating expenses 22,938 (549) 22,389 Operating loss (22,938) 549 (22,389) Loss before taxes (22,734) 549 (22,185) Income tax benefit 3,847 (119) 3,728 Net loss (18,887) 430 (18,457) Net loss applicable to common shareholders $ (19,088) $ 430 $ (18,658) Basic and diluted earnings per common share: Net loss per share – basic and diluted $ (2.14) $ 0.05 $ (2.09) Year Ended December 31, 2021 2021 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As previously reported Adjustments As Restated Net loss $ (18,887) $ 430 $ (18,457) Comprehensive loss $ (18,887) $ 430 $ (18,457) Year Ended December 31, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2021 2021 As previously reported Adjustments As Restated Accumulated Deficit (Loss for the period) $ (18,887) $ 430 $ (18,457) Accumulated Deficit (Balances at December 31, 2021) $ (384,959) $ 430 $ (384,529) Total Stockholders' Equity (Balances at December 31, 2021) $ 37,263 $ 430 $ 37,693 Year Ended December 31, 2021 2021 CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Adjustments As Restated Operating activities: Net loss $ (18,887) $ 430 $ (18,457) Changes in operating assets and liabilities: Prepaid expenses and other assets (3,931) (549) (4,480) Accounts payable, accrued and other current liabilities 2,906 119 3,025 With to the consolidated statements of cash flows for 2021, all adjustments are to line items within operating cash flows and there was no impact to the subtotal of operating, investing or financing cash flows for such periods. The remainder of the notes to the Company’s consolidated financial statements have been updated and restated, as applicable, to reflect the impacts of the restatement described above and have been notated as such. |
Organization of the Company and
Organization of the Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Company Overview | |
Organization of the Company and Basis of Presentation | 2. Organization of the Company and Basis of Presentation Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or “the Company”) is a clinical-stage biopharmaceutical company developing innovative cancer medicines based on cell cycle, transcriptional regulation and mitosis control biology. Cyclacel is a pioneer company in the field of cancer cell cycle biology with a vision to improve patient healthcare by translating insights in cancer biology into medicines that can overcome resistance and ultimately increase a patient’s overall survival. As of December 31, 2022, substantially all efforts of the Company to date have been devoted to performing research and development, conducting clinical trials, developing and acquiring intellectual property, raising capital and recruiting and training personnel. The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, the fact that drug candidates developed by the Company typically will require approvals or clearances from the U.S. Food and Drug Administration, the European Medicines Agency or other similar regulatory agencies in other countries prior to commercial sales. There can be no assurance that the Company’s drug candidates will receive any of the required approvals or clearances. If any of the Company’s drug candidates are denied approval or clearance or such approval is delayed, or if the Company is unable to obtain the necessary financing to complete development and approval, there will be a material adverse impact on the Company’s financial condition and results of operations. Through December 31, 2022, the Company has funded all of its operations and capital expenditures with proceeds from the issuance of public equity securities, private placements of securities, government grants, research and development tax credits, interest on investments, royalty income, product revenue and licensing revenue. The Company has incurred recurring losses since its inception, including net losses of $18.5 million and $21.2 million for the years ended December 31, 2021 and 2022, respectively. As of December 31, 2022, the Company had an accumulated deficit of $405.7 million. The Company expects to continue to generate operating losses for the foreseeable future due to, among other things, costs related to the clinical development of its drug candidates, its preclinical programs and its administrative organization. Going Concern Pursuant to the requirements of Accounting Standard Codification (ASC) 205-40, Presentation of Financial Statements-Going Concern Based on the Company’s current operating plan, it is anticipated that cash and cash equivalents of $18.3 million as of December 31, 2022 will allow it to meet liquidity requirements to the fourth quarter of 2023. The Company’s history of losses, negative cash flows from operations, potential rescission rights, liquidity resources currently on hand, and its dependence on the ability to obtain additional financing to fund its operations after the current resources are exhausted, about which there can be no certainty, have resulted in the assessment that there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the issuance date of these financial statements. While the Company has plans in place to mitigate this risk, which primarily consist of raising additional capital through a combination of public or private equity or debt financings or by entering into partnership agreements for further development of our drug candidates, there is no guarantee that it will be successful in these mitigation efforts.The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP and include the financial statements of Cyclacel Pharmaceuticals, Inc. and all of the Company’s wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Critical estimates include inputs used to determine clinical trial accruals and stock-based compensation expense. Cyclacel reviews its estimates on an ongoing basis. The estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates. Cyclacel believes the judgments and estimates required by the following accounting policies to be significant in the preparation of the Company’s consolidated financial statements. Foreign Currency and Currency Translation Transactions that are denominated in a foreign currency are remeasured into the functional currency at the current exchange rate on the date of the transaction. Any foreign currency-denominated monetary assets and liabilities are subsequently remeasured at current exchange rates, with gains or losses recognized as foreign exchange (losses) gains in the statement of operations. The assets and liabilities of the Company’s international subsidiary are translated from its functional currency into United States dollars at exchange rates prevailing at the balance sheet date. Average rates of exchange during the period are used to translate the statement of operations, while historical rates of exchange are used to translate any equity transactions. Translation adjustments arising on consolidation due to differences between average rates and balance sheet rates, as well as unrealized foreign exchange gains or losses arising from translation of intercompany loans that are of a long-term-investment nature, are recorded in other comprehensive loss. Cash and Cash Equivalents Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents. The objectives of the Company’s cash management policy are to safeguard and preserve funds, to maintain liquidity sufficient to meet Cyclacel’s cash flow requirements and to attain a market rate of return. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. The Company’s cash and cash equivalents balance at December 31, 2022 was $18.6 Property and Equipment The components of property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the related assets, which are generally three Impairment of Long-lived Assets The Company reviews property and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company assesses the recoverability of the potentially affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its fair value. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash and cash equivalents, other receivables, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. Segments The Company is managed and operated as one business which is focused on using cell cycle, transcriptional regulation and mitosis control biology to develop innovative, targeted medicines for cancer and other proliferative diseases. The entire business is managed by a single management team that reports to the Chief Executive Officer. The Company does not operate separate lines of business with respect to any of its products or product candidates and the Company does not prepare discrete financial information with respect to separate products or product candidates or by location. Accordingly, the Company views its business as one reportable operating segment with development operations in two geographic areas, namely the United States and the United Kingdom. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Other Income Other income is primarily related to royalty income received under a historical Asset Purchase Agreement for activities which are not part of the Company’s ongoing operations and activities. Research and Development Costs Research and development expenses consist primarily of costs associated with the development of the Company’s product candidates, including upfront fees, milestones, compensation and other expenses for research and development personnel, supplies and development materials, costs for consultants and related contract research, facility costs and depreciation. Expenditures relating to research and development are expensed as incurred. Clinical Trial Accounting Data management and monitoring of the Company’s clinical trials are performed with the assistance of contract research organizations, or CROs or clinical research associates, or CRAs in accordance with the Company’s standard operating procedures. Typically, CROs and CRAs bill monthly for services performed, and others bill based upon milestones achieved. The Company accrues unbilled clinical trial expenses based on estimates of the level of services performed each period. Clinical trial costs related to patient enrollment are accrued as patients are entered into and progress through the trial. Patent Costs Patent prosecution costs are charged to general and administrative expenses as incurred as recoverability of such expenditure is uncertain. Leases The Company accounts for lease contracts in accordance with ASC 842. As of December 31, 2021 and 2022, all of the Company’s leases are classified as operating leases. The Company recognizes an asset for the right to use an underlying leased asset for the lease term and records lease liabilities based on the present value of the Company’s obligation to make lease payments under the lease. As the Company’s leases do not indicate an implicit rate, the Company uses a best estimate of its incremental borrowing rate to discount the future lease payments. The Company estimates its incremental borrowing rate based on observable information about risk-free interest rates that are the same tenure as the lease term, adjusted for various factors, including the effects of assumed collateral, the nature of how a loan would be repaid (e.g., amortizing versus bullet), and the Company’s credit risk. The Company evaluates options included in its lease agreements to extend or terminate the lease. The Company will reflect the effects of exercising those options in the lease term when it is reasonably certain that the Company will exercise that option. In assessing whether it is reasonably certain that the Company will exercise an option, the Company considers factors such as: ● The lease payments due in any optional period; ● Penalties for failure to exercise (or not exercise) the option; ● Market factors, such as the availability of similar assets and current rental rates for such assets; ● The nature of the underlying leased asset and its importance to the Company’s operations; and ● The remaining useful lives of any related leasehold improvements. Lease expense for the Company’s operating leases is recognized on a straight-line basis over the lease term and is reported as a component of general and administrative expense. Variable lease payments, if any, are recognized in the period when the obligation to make those payments is incurred. Lease incentives received prior to lease commencement are recorded as a reduction in the right-of-use asset. Fixed lease incentives received after lease commencement reduce both the lease liability and the right-of-use asset. The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component. Stock-based Compensation The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which for the Company is the period between the grant date and the date the award vests or becomes exercisable. Many awards granted by the Company vest ratably over three The Company classifies stock-based compensation expenses in its statement of operations in the same manner in which the award recipient’s payroll costs are classified. The Company accounts for forfeitures as they occur. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date of grant. The determination of grant-date fair value for stock option awards is estimated using the Black-Scholes model, which includes variables such as the expected volatility of the Company’s share price, expected term of the award, interest rates, and dividend yields. The Company relies on its historical volatility as an input to the option pricing model as management believes that this rate will be representative of future volatility over the expected term of the options. The expected term assumption is estimated using past history of early exercise behavior and expectations about future behaviors. The weighted average risk-free interest rate represents the interest rate for treasury constant maturities published by the Federal Reserve Board. If the term of available treasury constant maturity instruments is not equal to the expected term of an employee option, Cyclacel interpolates a discount rate based on the two Federal Reserve securities closest to the expected term of the employee option. The expected dividend yield is zero, as the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends on common stock in the foreseeable future. Income Taxes The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not-to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves for unrecognized tax benefits that are considered appropriate as well as the related net interest and penalties. Credit is taken in the accounting period for research and development tax credits, which will be claimed from H.M. Revenue & Customs, or HMRC, the United Kingdom’s taxation and customs authority, in respect of qualifying research and development costs incurred in the same accounting period. Net Loss Per Common Share The Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share”. Basic and diluted net loss per common share was determined by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Beginning in the second quarter of 2022, the Company began calculating loss per share using the two-class method. The two-class method is an allocation formula that determines loss per share for each share of common stock and redeemable common stock , a participating security, according to dividends declared and participation rights in undistributed earnings. The reconciliation showing the loss per share In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021 and 2022. Comprehensive Income (Loss) All components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, are reported, net of any related tax effect as applicable, to arrive at comprehensive income (loss). No taxes were recorded on items of other comprehensive income (loss). There were no reclassifications out of other comprehensive income (loss) during the years ended December 31, 2021 and 2022. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) In November 2021 , the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This ASU requires business entities to make annual disclosures about transactions with a government they account for by analogizing to a grant or contribution accounting model under ASC 958-605 or based on International Accounting Standard No. 20 . ASU 2021-10 which became effective for us on January 1, 2022. The Company has evaluated the effect that this guidance has on its Consolidated Financial Statements and has determined it does not have a material impact. In May 2021, the FASB issued Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) . The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment became effective for the Company on January 1, 2022. This new guidance does not have a material impact on our financial statements for any past transactions, but it could change the way that the Company accounts for subsequent amendments to its outstanding warrants, if any . |
Significant Contracts
Significant Contracts | 12 Months Ended |
Dec. 31, 2022 | |
Significant Contracts Disclosure [Abstract] | |
Significant Contracts | 4. Significant Contracts Distribution, Licensing and Research Agreements The Company has entered into licensing and similar agreements with academic and research organizations. Under the terms of these agreements, the Company has received licenses to technology and patent applications. The Company may be required to pay royalties on future sales of products employing the technology or falling under claims of patent applications. Under a 2003 license agreement, the Company licensed certain patent rights for sapacitabine. The Company will not be pursuing further development of sapacitabine and has notified Daiichi Sankyo Co., Ltd., the licensor, that it wishes to terminate the sapacitabine license agreement effective as of March 23, 2023 for commercial reasons. The three-year term of the Clinical Collaboration Agreement, or CCA with The University of Texas MD Anderson Cancer Center, or MD Anderson ended in September 2021, in accordance with its terms. The main objective of the CCA was to clinically evaluate the safety and efficacy of three Cyclacel medicines in patients with hematological malignancies, including chronic lymphocytic leukemias, acute myeloid leukemias, myelodysplastic syndromes and other advanced leukemias. Under the terms of the CCA, MD Anderson conducted four clinical studies and under the risk-sharing agreement MD Anderson assumed the patient costs for all studies and Cyclacel, who is the sponsor, provided investigational drugs and other limited support. The agreement provided that the Company would make certain payments to MD Anderson upon first commercial sale in specific indications studied in the alliance. There were no such payments earned in 2021 or 2022. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents | |
Cash and Cash Equivalents | 5. Cash and Cash Equivalents The following is a summary of cash and cash equivalents at December 31, 2021 and 2022 (in thousands): December 31, 2022 2021 Cash $ 13,798 $ 32,082 Cash equivalents 4,547 4,477 Total cash and cash equivalents $ 18,345 $ 36,559 Cash equivalents are made up entirely of money market funds. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Assets and Liabilities | |
Fair Value of Financial Assets and Liabilities | 6. Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 4,477 $ — $ — $ 4,477 Total Assets $ 4,477 $ — $ — $ 4,477 Fair Value Measurements as of December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 4,547 $ — $ — $ 4,547 Total Assets $ 4,547 $ — $ — $ 4,547 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | 7. Prepaid Expenses and Other Assets The following is a summary of prepaid expenses and other current assets at December 31, 2021 and 2022 (in thousands): December 31, December 31, 2022 2021 Research and development tax credit receivable $ 4,664 $ 3,727 Prepayments and VAT receivable 976 577 Other current assets 426 79 $ 6,066 $ 4,383 As at December 31, 2022, the Company had non-current assets of $3.5 million, which comprised clinical trial deposits held by a contract research organization in relation to the Company’s Phase 1/2 clinical trials. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. Property and Equipment Property and equipment consisted of the following at December 31, 2021 and 2022 (in thousands): December 31, Lives in years 2022 2021 Leasehold improvements 2 to 15 $ 6 $ 6 Office equipment and furniture 3 to 5 409 419 415 425 Less: accumulated depreciation and amortization (383) (361) $ 32 $ 64 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued and Other Current Liabilities [Abstract] | |
Accrued and Other Current Liabilities | 9. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following at December 31, 2021 and 2022 (in thousands): December 31, December 31, 2022 2021 As restated (see Note 1) As restated (see Note 1) Accrued research and development $ 3,611 $ 2,310 Accrued legal and professional fees 333 233 Other current liabilities 1,006 753 $ 4,950 $ 3,296 Other current liabilities include accrued payroll costs of approximately $680,000 and $495,000 for the years ended December 31, 2022 and 2021 respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 10. Commitments and Contingencies General Please refer to Note 4 — Significant Contracts Leases In October 2000, the Company entered into a twenty-five-year In April 2022, the Company extended for a further three years, expiring in July 2025, the lease for its corporate headquarters facility in Berkeley Heights, New Jersey. Rent expense, which includes lease payments related to the Company’s research and development facilities and corporate headquarters and other rent related expenses was $0.2 million for the year ended December 31, 2021 and decreased to $0.1 million for the year ended December 31, 2022, the reduction due to the assignment of the Company’s former facility in Dundee, Scotland. Rent expense is reported as a component of General and Administrative expense. The following is a summary of the Company’s future contractual obligations and commitments relating to its facilities lease as at December 31, 2022 (in thousands): Operating Lease Obligation 2023 $ 63 2024 65 2025 38 2026 — 2027 — thereafter — Total future minimum lease obligation $ 166 |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity [Abstract] | |
Stockholders Equity | 11. Stockholders’ Equity The Company has completed the following equity issuances during the periods presented in the consolidated financial statements. August 2021 Controlled Equity Offering Sales Agreement On August 12, 2021, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. ("Cantor"), pursuant to which the Company could issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50.0 million through Cantor as the sales agent. Cantor could sell the Company’s common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act. On August 12, 2022, the Company became aware that the shelf registration statement on Form S-3 (file number 333-231923) (the “Registration Statement”) associated with this Sales Agreement had expired on June 21, 2022. Prior to becoming aware of the expiration, the Company sold an aggregate of 1,987,100 shares of its common stock at the market price, following the expiration of the Registration Statement and through August 12, 2022, for aggregate proceeds of approximately $2,721,187. There was no sale of shares post August 12, 2022. The sale of these shares may be subject to potential rescission rights by certain stockholders. As of December 31, 2022, there have been no claims or demands to exercise such rights. As a result of these potential rescission rights, the Company classified 3,117,100 shares (including 1,130,000 shares sold for which the Company did not receive proceeds and which were reclassified to temporary equity during the third quarter of 2022), with an aggregate redemption value of $4,494,496 of its common as stock outside stockholders’ equity. The reclassification of these shares shall remain for a period of one year from transaction date. These shares have been treated as issued and outstanding for earnings per share and financial reporting purposes. On August 15, 2022, due to expiry of the Registration Statement, the Sales Agreement was mutually terminated. A total of 3,281,067 shares, for gross proceeds of approximately $7.6 million, had been sold pursuant to the Sales Agreement, including 2,528,642 shares during the year ended December 31, 2022 for gross proceeds of approximately $3.4 million. March 2021 Equity Financing On March 12, 2021, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the underwriters identified therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 1,807,143 shares of common stock, $0.001 par value per share, at a public offering price of $7.00 per share (the “Offering”) along with a 30-day overallotment option to purchase up to an additional 271,071 shares of common stock at the public offering price, less underwriting discounts and commissions. The closing of the offering occurred on March 16, 2021, and the net proceeds to the Company (including exercise of the over-allotment option) were approximately $13.5 million, after deducting placement agent fees and other offering expenses payable by the Company. Warrants December 2020 Warrants As of December 31, 2022, warrants to purchase 669,854 shares of common stock issued in a December 2020 financing transaction remained outstanding. Each warrant shall be exercisable beginning on the 12-month anniversary of the date of issuance for a period of five years after the date of issuance, at an exercise price of $4.13 per warrant share. The exercise price of the warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the warrants. The warrants may be exercised on a “cashless” basis. There were no exercises of these warrants during the year ended December 31, 2022 or December 31, 2021. April 2020 Warrants As of December 31, 2022, 2,190,000 warrants issued in connection with an April 2020 equity financing remained outstanding, each with an exercise price of $5.00. The common warrants are immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s common stock. The common warrants were issued separately from the common stock and were eligible for transfer immediately after issuance. A common warrant to purchase one share of common stock was issued for every share of common stock purchased in this offering. The common warrants are exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of the Company’s common stock purchased upon such exercise (except in the case of a cashless exercise). A holder (together with its affiliates) may not exercise any portion of the common warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days prior notice from the holder to the Company, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s common warrants up to 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants. No fractional shares of common stock will be issued in connection with the exercise of a common warrant. In lieu of fractional shares, the Company will round down to the next whole share. There were no warrants exercised during the year ended December 31, 2022, and a total of 909,000 warrants exercised during the year ended December 31, 2021. July 2017 Warrants As of December 31, 2022, 374,525 warrants issued in connection with a July 2017 underwritten public offering remained outstanding, each with an exercise price of $40.00. All such warrants were issued in connection with the July 2017 underwritten public offering and are immediately exercisable. The warrants expire in 2024. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, at the election of the purchaser, 9.99%) of the shares of our Common Stock then outstanding after giving effect to such exercise. The exercise price and the number of shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. The warrant holders must pay the exercise price in cash upon exercise of the warrants unless such warrant holders are utilizing the cashless exercise provision of the warrants. On the expiration date, unexercised warrants will automatically be exercised via the “cashless” exercise provision. Prior to the exercise of any warrants to purchase common stock, holders of the warrants will not have any of the rights of holders of the common stock purchasable upon exercise, including the right to vote, except as set forth therein. There were no portion of these warrants exercised during each of the years ended December 31, 2021 and 2022. Series B Preferred Stock 237,745 shares of the Company’s Series B Preferred Stock were issued in a December 2020 Securities Purchase Agreement. Each share of Series B Preferred Stock shall initially be convertible into five shares of Common Stock (the “Conversion Shares”), subject to adjustment in accordance with the Certificate of Designation. Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock. Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (d) increase the number of authorized shares of Series B Preferred Stock, (e) pay certain dividends or (f) enter into any agreement with respect to any of the foregoing. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company. The Purchaser may convert shares of Series B Preferred Stock through a conversion into shares of Common Stock if and solely to the extent that such conversion would not result in the Purchaser beneficially owning in excess of 9.99% of then-outstanding Common Stock or aggregate voting power of the Company (such limitation, the “Ownership Limitation”) and any portion in excess of such limitation will remain outstanding as Series B Preferred Stock. Series A Preferred Stock 8,872 shares of the Company’s Series A Preferred Stock were issued in a July 2017 Underwritten Public Offering. Each share of Series A Preferred Stock is convertible at any time at the option of the holder thereof, into a number of shares of common stock determined by dividing $1,000 by the initial conversion price of $40.00 per share, subject to a 4.99% blocker provision, or, upon election by a holder prior to the issuance of shares of Series A Preferred Stock, 9.99%, and is subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations. As of December 31, 2021 and 2022, 264 shares of the Series A Preferred Stock remain issued and outstanding. The 264 shares of Series A Preferred Stock issued and outstanding at December 31, 2022, are convertible into 6,600 shares of common stock. In the event of a liquidation, the holders of shares of the Series A Preferred Stock may participate on an as-converted-to-common-stock basis in any distribution of assets of the Company. The Company shall not pay any dividends on shares of common stock (other than dividends in the form of common stock) unless and until such time as dividends on each share of Series A Preferred Stock are paid on an as-converted basis. There is no restriction on the Company’s ability to repurchase shares of Series A Preferred Stock while there is any arrearage in the payment of dividends on such shares, and there are no sinking fund provisions applicable to Series A Preferred Stock. Subject to certain conditions, at any time following the issuance of the Series A Preferred Stock, the Company has the right to cause each holder of the Series A Preferred Stock to convert all or part of such holder’s Series A Preferred Stock in the event that (i) the volume weighted average price of our common stock for 30 The Series A Preferred Stock has no maturity date, will carry the same dividend rights as the common stock, and with certain exceptions contains no voting rights. In the event of any liquidation or dissolution of the Company, the Series A Preferred Stock ranks senior to the common stock in the distribution of assets, to the extent legally available for distribution. 6% Convertible Exchangeable Preferred Stock As of December 31, 2022, there were 335,273 shares of the Company’s 6% Convertible Exchangeable, or Preferred Stock issued and outstanding payable quarterly on the first day of February, May, August and November, commencing February 1, 2005. Any dividends must be declared by the Company’s Board of Directors and must come from funds that are legally available for dividend payments. The Preferred Stock has a liquidation preference of $10.00 per share, plus accrued and unpaid dividends. The Company’s Board of Directors considers numerous factors in determining whether to declare the quarterly dividend pursuant to the Certificate of Designations governing the terms of the Company’s Preferred Stock, including the requisite financial analysis and determination of a surplus. Accumulated but unpaid dividends in arrears on preferred stock were $0.7 million, or $1.95 per share, of preferred stock, as of December 31, 2022. The Preferred Stock is convertible at the option of the holder at any time into the Company’s shares of common stock at a conversion rate of approximately 0.00025 shares of common stock for each share of Preferred Stock based on a price of $39,480. The Company has reserved 85 shares of common stock for issuance upon conversion of the remaining shares of Preferred Stock outstanding at December 31, 2022. The shares of previously converted Preferred Stock have been retired, cancelled and restored to the status of authorized but unissued shares of preferred stock, subject to reissuance by the Board of Directors as shares of Preferred Stock of one or more series. The Company may automatically convert the Preferred Stock into common stock if the closing price of the Company’s common stock has exceeded $59,220, which is 150% of the conversion price of the Preferred Stock, for at least 20 30-day five The Certificate of Designations governing the Preferred Stock provides that if the Company fails to pay dividends on its Preferred Stock for six quarterly periods, holders of Preferred Stock are entitled to nominate and elect two directors to the Company’s Board of Directors. This right accrued to the holders of Preferred Stock as of August 2, 2010 and two directors were nominated and elected at the annual meeting held on May 24, 2011. The Preferred Stock has no maturity date and no voting rights prior to conversion into common stock, except under limited circumstances. The Company may, at its option, redeem the Preferred Stock in whole or in part, out of funds legally available at the redemption price of $10.00 per share. The Preferred Stock is exchangeable, in whole but not in part, at the option of the Company on any dividend payment date beginning on November 1, 2005, or Exchange Date for the Company’s 6% Convertible Subordinated Debentures, or Debentures at the rate of $10.00 principal amount of Debentures for each share of Preferred Stock. The Debentures, if issued, will mature 25 years after the Exchange Date and have terms substantially similar to those of the Preferred Stock. No such exchanges have taken place as of December 31, 2022. For the year ended December 31, 2022, the company declared dividends of $0.15 per share quarterly on its 6% Convertible Exchangeable Preferred Stock. These dividends were paid on May 1, August 1 and November 1, 2022, and February 1, 2023, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock Based Compensation [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Stock based compensation has been reported within expense line items on the consolidated statement of operations for the years ended 2021 and 2022 as shown in the following table (in thousands): Year Ended December 31, 2022 2021 General and administrative $ 1,051 $ 819 Research and development 455 338 Stock-based compensation costs before income taxes $ 1,506 $ 1,157 2018 Plan In May 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”), under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants. The 2018 Plan replaced the 2015 Equity Incentive Plan (the “2015 Plan”). The 2018 Plan allows for various types of award grants, including stock options and restricted stock units. On June 14, 2022, the Company’s stockholders approved an increase of 500,000 shares of common stock to be reserved for issuance under the 2018 Plan. As of December 31, 2022, the Company has 392,396 shares of the Company’s common stock reserved and available for issuance under the 2018 Plan, including shares that were available under the 2015 Plan and carried forward to the 2018 Plan. Stock option awards granted under the Company’s equity incentive plans have a maximum life of 10 years and generally vest over a one four-year 2020 Inducement Equity Incentive Plan In October 2020, the Inducement Equity Incentive Plan (the “Inducement Plan”), became effective. Under the Inducement Plan, Cyclacel may make equity incentive grants to new senior level Employees (persons to whom the Company may issue securities without stockholder approval). The Inducement Plan allows for the issuance of up to 200,000 shares of the Company’s common stock (or the equivalent of such number). As of December 31, 2022, 120,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 80,000 shares. Option Grants and Exercises There were 552,153 options granted during the year ended December 31, 2021, all issued under the 2018 Plan. There were 522,337 options granted during the year ended December 31, 2022, all issued under the 2018 Plan. The weighted average grant-date fair values of options granted during the years ended December 31, 2021 and 2022 were $3.36 and $1.76, respectively. As of December 31, 2022, the total remaining unrecognized compensation cost related to the unvested stock options with service conditions amounted to approximately $2.0 million, which will be amortized over the weighted-average remaining requisite service period of 1.4 years. During the years ended December 31, 2021 and 2022, the Company did not settle any equity instruments with cash. There were 6,600 stock option exercises during the year ended 2021. There were no stock option exercises during the year ended 2022. No income tax benefits were recorded for the years ended December 31, 2021 and 2022. The Company does not expect to be able to benefit from the deduction for stock option exercises that may occur because the Company has tax loss carryforwards from prior periods that would be expected to offset any potential taxable income. Outstanding Options A summary of the share option activity and related information is as follows: Weighted Weighted Average Number of Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Per Share Term (Years) Value ($000) Options outstanding at December 31, 2020 602,683 $ 11.01 9.39 $ 1,861 Granted 552,153 $ 4.26 — — Exercised (6,600) $ 3.35 — — Cancelled/forfeited (48,879) $ 14.18 — — Options outstanding at December 31, 2021 1,099,357 $ 7.53 8.99 $ 189 Granted 522,337 $ 2.41 — — Cancelled/forfeited (11,104) $ 10.49 Options outstanding at December 31, 2022 1,610,590 $ 5.85 8.34 $ — Unvested at December 31, 2022 872,957 $ 3.09 8.92 $ — Vested and exercisable at December 31, 2022 737,633 $ 9.11 7.67 $ — The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718 using the following assumptions: Year ended Year ended December 31, 2022 December 31, 2021 Expected term (years) 5 – 6 5 – 6 Risk free interest rate 1.370% – 3.605% 0.420% – 1.290% Volatility 86% – 93% 95% – 102% Expected dividend yield over expected term 0.00% 0.00% Resulting weighted average grant date fair value $1.76 $3.36 Restricted Stock Units The Company issued 18,992 restricted stock units to employees during the year ended December 31, 2021. These restricted stock units will vest over a period of one The Company issued an additional 118,665 restricted stock units during the year ended December 31, 2022. These restricted stock units will vest over a period of one year for awards granted to directors and three years for grants to employees. Each restricted stock unit was valued at $1.11 based on their fair value at the date of grant, which is equivalent to the market price of a share of the Company’s common stock. Summarized information for restricted stock units as of December 31, 2022 is as follows: Weighted Average Restricted Grant Date Stock Units Value Per Share Restricted Stock Units outstanding at December 31, 2020 16,524 $ 11.30 Granted 18,992 6.69 Cancelled/forfeited (16,524) 15.20 Restricted Stock Units outstanding at December 31, 2021 18,992 $ 6.69 Granted 118,665 1.11 Restricted Stock Units outstanding at December 31, 2022 137,657 $ 1.88 Unvested at December 31, 2022 120,248 $ 1.18 Vested and exercisable at December 31, 2022 17,409 $ 6.69 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans | |
Employee Benefit Plans | 13. Employee Benefit Plans Pension Plan The Company operates a defined contribution group personal pension plan for all of its UK based employees. Company contributions to the plan totaled approximately $42,000 and $44,000 for the years ended December 31, 2021 and 2022, respectively. 401(k) Plan The 401(k) Plan provides for matching contributions by the Company in an amount equal to the lesser of 100% of the employee’s deferral or 6% of the U.S. employee’s qualifying compensation. The 401(k) Plan is intended to qualify under Section 401(k) of the Internal Revenue Code, so that contributions to the 401(k) Plan by employees or by the Company, and the investment earnings thereon, are not taxable to the employees until withdrawn. Company matching contributions are tax deductible by the Company when made. In 2022, Company employees could elect to reduce their current compensation by up to the statutorily prescribed annual limit of $20,500 if under 50 years old and $27,000 if over 50 years old and to have those funds contributed to the 401(k) Plan. The Company made contributions of approximately $71,000 and $95,000 to the 401(k) Plan for the years ended December 31, 2021 and 2022, respectively. |
Taxes
Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Taxes [Abstract] | |
Taxes | 14. Taxes (Loss) income from continuing operations before taxes is comprised of the following components for the years ended December 31, 2021 and 2022 (in thousands): Year Ended December 31, 2022 2021 As restated (see Note 1) Domestic $ (1,981) $ (1,622) Foreign (23,934) (20,563) Loss from continuing operations before taxes $ (25,915) $ (22,185) The benefit (provision) for income taxes from continuing operations consists of the following (in thousands): Year Ended December 31, 2022 2021 As restated (see Note 1) Current – domestic $ (2) $ (2) Current – foreign 4,719 3,730 Current – total 4,717 3,728 Deferred – domestic — — Income tax benefit $ 4,717 $ 3,728 The Company has incurred a taxable loss in each of the operating periods since incorporation. The income tax credits of $3.7 million and $4.7 million for the years ended December 31, 2021 and 2022, respectively, represent UK research and development (“R&D”) tax credits for expenditures in the United Kingdom that are refundable. A reconciliation of the (benefit) provision for income taxes from continuing operations with the amount computed by applying the statutory federal tax rate to loss from continuing operations before income taxes is as follows (in thousands): Year Ended December 31, 2022 2021 As restated (see Note 1) Loss from continuing operations before taxes $ (25,915) $ (22,185) Income tax expense computed at statutory federal tax rate (5,442) (4,659) Disallowed expenses and non-taxable income 369 328 Loss surrendered to generate R&D credit 6,169 4,892 Additional research and development tax relief (4,719) (3,730) Stock Compensation 105 — Change in valuation allowance 2,310 15,260 Foreign items, including change in tax rates, and other (20) (181) Change in UK Tax Rate (2) (12,831) Other foreign items (3,487) (2,807) $ (4,717) $ (3,728) Significant components of the Company’s deferred tax assets are shown below (in thousands): Year Ended December 31, 2022 2021 As restated (see Note 1) Net operating loss and tax credit carryforwards $ 53,092 $ 56,593 Depreciation, amortization and impairment of property and equipment 61 34 Stock options 153 67 Right of use asset (40) (32) Lease liability 40 32 Deferred tax assets 53,306 56,694 Valuation allowance for deferred tax assets (53,306) (56,694) Net deferred tax assets $ — $ — A valuation allowance has been established, as realization of such assets is uncertain. The Company’s management evaluated the positive and negative evidence bearing upon the realizability of its deferred assets, and has determined that, at present, the Company may not be able to recognize the benefits of the deferred tax assets under the more likely than not criteria. Accordingly, a valuation allowance of approximately $53.3 As specified in the Tax Reform Act of 1986, due to ownership changes, the Company’s ability to utilize its net operating loss (“NOL”) carryforwards may be limited. Utilization of the NOLs may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company completed a Section 382 study and has concluded that an ownership change occurred on March 4, 2015 and July 21, 2017. As a result of the ownership changes, the NOLs are limited. As of December 31, 2021 and 2022, the Company has federal NOLs of $2.5 million and $3.6 million, respectively. The federal NOLs have an indefinite life. As of December 31, 2021 and 2022, the Company has state NOLs of $21.1 million and $22.1 million, respectively, which will begin to expire in 2028 Management has evaluated all significant tax positions at December 31, 2021 and 2022 and concluded that there are no material uncertain tax positions. The Company would recognize both interest and penalties related to unrecognized benefits in income tax expense. The Company has not recorded any interest and penalties on any unrecognized tax benefits since its inception. Tax years 2018 - 2021 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the United Kingdom and the United States, as carryforward attributes generated in years past may still be adjusted upon examination by the United Kingdom’s H.M. Revenue & Customs, the Internal Revenue Service (“IRS”) or state tax authorities. The Company is currently not under examination by the IRS or any other jurisdictions for any tax years. We have not provided a deferred tax liability on the cumulative amount of unremitted foreign earnings of international subsidiaries because it is our intent to permanently reinvest such earnings outside of the United States. The Company has an aggregate deficit in foreign earnings and therefore has not provided any deferred tax liability on its outside book-tax basis difference in its foreign subsidiaries and because it is also our intent to permanently reinvest any earnings outside of the United States. We would recognize this deferred tax liability if we were to experience a change in circumstances producing a change in that intention. As a result of the repeal of Section 902 foreign tax credit under the Tax Act, future distributions would not be offset by a foreign tax credit. On December 27, 2020, the Consolidations Appropriations Act, 2021 (“CAA” or the “Act”) was signed into law and included government appropriations and additional economic stimulus. Notable provisions of the CAA included changes to the Paycheck Protection Program including legislation concluding that expenses used to obtain loan forgiveness are tax deductible, as well as extension and expansion of other COVID-19 relief programs and payroll tax credits. The Company evaluated the various aspects of the Act and did not pursue any payroll tax credits or deferrals. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act provides for economic and cash liquidity stimulus through various means including payroll tax credits, payroll tax deferral, short term changes in tax deductibility of interest expenses among other things. The Act also permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Previously, NOLs generated after December 31, 2017 were limited to 80% of taxable income in future years. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act had no material impact on the Company. Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (R&E) activities under IRC Section 174. While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years tax years beginning after December 31, 2021. Expenses incurred in connection with R&E activities in the US must be amortized over a 5-year period if incurred, and R&E expenses incurred outside the US must be amortized over a 15-year period. R&E activities are broader in scope than qualified research activities that are considered under IRC Section 41 (relating to the research tax credit). For the year ended December 31, 2022, the Company performed an analysis based on available guidance and determined that the company does not have any R&E expenses in the US. The company will continue to monitor this issue for future developments, but it does not expect R&E capitalization and amortization to require it to pay cash taxes now or in the near future. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share | |
Net Loss Per Share | 15. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Years ended December 31, 2022 2021 As restated (see Note 1) As restated (see Note 1) Numerator: Net loss $ (21,198) $ (18,457) Dividend on convertible exchangeable preferred shares (201) (201) Net loss attributable to common shareholders $ (21,399) $ (18,658) Deemed dividend on accretion of redeemable common stock (135) — Remaining undistributed loss (21,534) (18,658) Years ended December 31, 2022 Years ended December 31, 2021 Common Shareholders Redeemable Common Shareholders Common Shareholders Redeemable Common Shareholders Allocation of undistributed loss $ (18,872) $ (2,662) $ (18,658) $ - Deemed dividend on accretion of redeemable common stock 135 - Net loss attributable to common shareholders (18,872) (2,527) (18,658) - Denominator: Weighted-average number of common shares used in loss per share – basic and diluted 9,864,296 1,391,381 8,926,173 - Loss per share - basic and diluted $ (1.91) $ (1.82) $ (2.09) $ - Distributed earnings — 0.09 — - Undistributed loss (1.91) (1.91) (2.09) - Net loss per share $ (1.91) $ (1.82) $ (2.09) $ - Three And Six Months Ended June 30, 2022 (Unaudited) Three Months Six Months As restated (see Note 1) As restated (see Note 1) Numerator: Net loss $ (4,575) $ (8,683) Dividend on convertible exchangeable preferred shares (50) (101) Net loss attributable to common shareholders $ (4,625) $ (8,784) Deemed dividend on accretion of redeemable common stock (33) (33) Remaining undistributed loss (4,658) (8,817) Three Months Ended June 30, 2022 (Unaudited) Six Months Ended June 30, 2022 (Unaudited) Common Shareholders Redeemable Common Shareholders Common Shareholders Redeemable Common Shareholders Allocation of undistributed loss $ (4,646) $ (12) $ (8,805) $ (12) Deemed dividend on accretion of redeemable common stock 33 33 Net loss attributable to common shareholders (4,646) 21 (8,805) 21 Denominator: Weighted-average number of common shares used in loss per share – basic and diluted 10,109,466 26,623 10,051,622 13,385 Loss per share - basic and diluted $ (0.46) $ 0.78 $ (0.88) $ 1.59 Distributed earnings — 1.24 — 2.47 Undistributed loss (0.46) (0.46) (0.88) (0.88) Net loss per share $ (0.46) $ 0.78 $ (0.88) $ 1.59 Three And Nine Months Ended September 30, 2022 (Unaudited) Three Months Nine Months As restated (see Note 1) As restated (see Note 1) Numerator: Net loss $ (5,096) $ (13,779) Dividend on convertible exchangeable preferred shares (50) (151) Net loss attributable to common shareholders $ (5,146) $ (13,930) Deemed dividend on accretion of redeemable common stock (102) (135) Remaining undistributed loss (5,248) (14,065) Three Months Ended September 30, 2022 (Unaudited) Nine Months Ended September 30, 2022 (Unaudited) Common Shareholders Redeemable Common Shareholders Common Shareholders Redeemable Common Shareholders Allocation of undistributed loss $ (4,235) $ (1,013) $ (13,040) $ (1,025) Deemed dividend on accretion of redeemable common stock 102 135 Net loss attributable to common shareholders (4,235) (911) (13,040) (890) Denominator: Weighted-average number of common shares used in loss per share – basic and diluted 9,937,958 2,376,721 10,013,317 809,821 Loss per share - basic and diluted $ (0.43) $ (0.38) $ (1.30) $ (1.10) Distributed earnings — 0.04 — 0.17 Undistributed loss (0.43) (0.42) (1.30) (1.27) Net loss per share $ (0.43) $ (0.38) $ (1.30) $ (1.10) Potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: December 31, December 31, 2022 2021 Stock options 1,610,590 1,099,357 Restricted Stock Units 137,657 18,992 6% convertible exchangeable preferred stock 85 85 Series A preferred stock 6,600 6,600 Series B preferred stock 1,188,725 1,188,725 Common stock warrants 3,234,379 3,234,379 Total shares excluded from calculation 6,178,036 5,548,138 |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Geographic Information | |
Geographic Information | 16. Geographic Information Geographic information for the years ended December 31, 2021 and 2022 is as follows (in thousands): Year Ended December 31, 2022 2021 As restated (see Note 1) Revenue United Kingdom $ — $ — Total Revenue $ — $ — Net loss United States $ (1,983) $ (1,624) United Kingdom (19,215) (16,833) Total Net Loss $ (21,198) $ (18,457) December 31, 2022 2021 As restated (see Note 1) As restated (see Note 1) Total Assets United States $ 18,220 $ 36,144 United Kingdom 9,830 6,992 Total Assets $ 28,050 $ 43,136 Long Lived Assets, net United States $ — $ — United Kingdom 32 64 Total Long Lived Assets, net $ 32 $ 64 |
Restatement of Quarterly Financ
Restatement of Quarterly Financial Information (Restated and Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Prior Period Adjustment [Abstract] | |
Restatement of Quarterly Financial Information (Restated and Unaudited) | 17. Restatement of Quarterly Financial Information (Restated and Unaudited) In connection with the restatement explained in Note 1 — “Restatement of Prior Financial Information”, the Company has restated herein its consolidated financial statements at September 30, 2021, March 31, 2022, June 30, 2022, and September 30, 2022 and for each of the three months ended September 30, 2021, March 31, 2022, June 30, 2022, September 30, 2022, and for the six months ended June 30, 2022, and for each of the nine months ended September 30, 2021 and September 30, 2022, in accordance with ASC Topic 250, Accounting Changes and Error Corrections. The effect of the error corrections are as follows (in thousands, except per share amounts): March 31, (Unaudited) March 31, 2022 2022 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 2,980 $ 549 $ 3,529 Total assets $ 39,629 $ 549 $ 40,178 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 3,354 $ 119 $ 3,473 Total current liabilities 6,204 119 6,323 Total liabilities $ 6,219 $ 119 $ 6,338 Accumulated deficit (389,067) 430 (388,637) Total stockholders’ equity 33,410 430 33,840 Total liabilities and stockholders’ equity $ 39,629 $ 549 $ 40,178 (Unaudited) Three Months Ended March 31, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2022 2022 As previously reported Adjustments As Restated Accumulated Deficit (Balances at March 31, 2022) $ (389,067) $ 430 $ (388,637) Total Stockholders' Equity (Balances at March 31, 2022) $ 33,410 $ 430 $ 33,840 (Unaudited) June 30, 2022 June 30, 2022 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 3,060 $ 549 $ 3,609 Total assets $ 35,346 $ 549 $ 35,895 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 2,821 $ 119 $ 2,940 Total current liabilities 5,026 119 5,145 Total liabilities $ 5,139 $ 119 $ 5,258 Temporary Equity — 1,105 1,105 Common Stock 11 (1) 10 Additional paid-in capital 425,114 (1,104) 424,010 Accumulated deficit (393,642) 430 (393,212) Total stockholders’ equity 30,207 (675) 29,532 Total liabilities and stockholders’ equity $ 35,346 $ 549 $ 35,895 (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2022 2022 2022 2022 CONSOLIDATED STATEMENTS OF INCOME As previously reported Adjustments As Restated As previously reported Adjustments As Restated Net loss applicable to common shareholders $ (4,625) $ — (4,625) $ (8,784) — (8,784) Basic and diluted earnings per common share: Net Loss per share - basic and diluted (common shareholders) $ (0.46) $ — (0.46) $ (0.87) $ (0.01) (0.88) Net Income (Loss) per share - basic and diluted (redeemable common shareholders) $ — $ 0.78 0.78 $ — $ 1.59 1.59 (Unaudited) Three Months And Six Months Ended June 30, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2022 2022 As previously reported Adjustments As Restated Accumulated Deficit (Balances at December 31, 2021) $ (384,959) $ 430 $ (384,529) Total Stockholders' Equity (Balances at December 31, 2021) 37,263 430 37,693 Accumulated Deficit (Balances at March 31, 2022) $ (389,067) $ 430 $ (388,637) Total Stockholders' Equity (Balances at March 31, 2022) 33,410 430 33,840 Common Stock Par Value (Reclassification of redeemable common stock) — (1) (1) Common Stock (Balances at June 30, 2022) $ 11 $ (1) $ 10 Additional Paid-In Capital (Reclassification of redeemable common stock) — (1,071) (1,071) Additional Paid-In Capital (Accretion of redeemable common stock) — (33) (33) Additional Paid-In Capital (Balances at June 30, 2022) $ 425,114 $ (1,104) $ 424,010 Accumulated Deficit (Balances at June 30, 2022) $ (393,642) $ 430 $ (393,212) Total Stockholders' Equity (Balances at June 30, 2022) $ 30,207 $ (675) $ 29,532 Common Stock No. Shares (Reclassification of redeemable common stock) — (798,200) (798,200) Common Stock No. Shares (Balance at June 30, 2022) 11,350,289 (798,200) 10,552,089 September 30, (Unaudited) September 30, 2022 2022 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 2,916 $ 549 $ 3,465 Total assets $ 31,021 $ 549 $ 31,570 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 3,370 $ 119 $ 3,489 Total current liabilities 4,353 119 4,472 Total liabilities $ 4,460 $ 119 $ 4,579 Accumulated deficit (398,738) 430 (398,308) Total stockholders’ equity 22,067 430 22,497 Total liabilities and stockholders’ equity $ 31,021 $ 549 $ 31,570 (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 2022 2022 CONSOLIDATED STATEMENTS OF INCOME As previously reported Adjustments As Restated As previously reported Adjustments As Restated Net loss applicable to common shareholders $ (5,146) $ — $ (5,146) $ (13,930) $ — $ (13,930) Basic and diluted earnings per common share: Net Loss per share - basic and diluted (common shareholders) $ (0.42) $ (0.01) $ (0.43) $ (1.29) $ (0.01) $ (1.30) Net Loss per share - basic and diluted (redeemable common shareholders) $ — $ (0.38) $ (0.38) $ — $ (1.10) $ (1.10) (Unaudited) Three And Nine Months Ended September 30, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2022 2022 As previously reported Adjustments As Restated Accumulated Deficit (Balances at December 31, 2021) $ (384,959) $ 430 $ (384,529) Total Stockholders' Equity (Balances at December 31, 2021) $ 37,263 $ 430 $ 37,693 Accumulated Deficit (Balances at March 31, 2022) (389,067) 430 (388,637) Total Stockholders' Equity (Balances at March 31, 2022) $ 33,410 $ 430 $ 33,840 Common Stock (Reclassification of redeemable common stock) — (1) (1) Common Stock (Balances at June 30, 2022) $ 11 $ (1) $ 10 Additional Paid-In Capital (Reclassification of redeemable common stock) — (1,071) (1,071) Additional Paid-In Capital (Accretion of redeemable common stock) — (33) (33) Additional Paid-In Capital (Balances at June 30, 2022) $ 425,114 $ (1,104) $ 424,010 Accumulated Deficit (Balances at June 30, 2022) $ (393,642) $ 430 $ (393,212) Total Stockholders' Equity (Balances at June 30, 2022) $ 30,207 $ (675) $ 29,532 Common Stock (Reclassification of redeemable common stock) 1 (1) — Common Stock (Reclassification of redeemable common stock) (3) 2 (1) Common Stock (Reclassification of redeemable common stock) — (1) (1) Common Stock (Balances at September 30, 2022) $ 9 $ — $ 9 Additional Paid-In Capital (Issue of common stock At Market, net of expenses) 1,581 (1,581) — Additional Paid-In Capital (Reclassification of redeemable common stock) (4,491) 2,787 (1,704) Additional Paid-In Capital (Accretion of redeemable common stock) — (102) (102) Additional Paid-In Capital (Balances at September 30, 2022) $ 422,542 $ 1,104 $ 422,542 Accumulated Deficit (Balances at September 30, 2022) $ (398,738) $ 430 $ (398,308) Total Stockholders' Equity (Balances at September 30, 2022) $ 22,067 $ 430 $ 22,497 Common Stock No. Shares (Reclassification of redeemable common stock) — (798,200) (798,200) Common Stock No. Shares (Issue of AT Market common stock) 1,188,900 (1,188,900) — Common Stock No. Shares (Reclassification of redeemable common stock) (3,117,100) 1,987,100 (1,130,000) Common Stock No. Shares (Balance at September 30, 2022) 9,422,089 — 9,422,089 September 30, (Unaudited) September 30, 2021 2021 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 1,509 $ 294 $ 1,803 Total assets $ 44,999 $ 294 $ 45,293 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 2,076 $ 64 $ 2,140 Total current liabilities 3,591 64 3,655 Total liabilities $ 3,635 $ 64 $ 3,699 Accumulated deficit (379,664) 230 (379,434) Total stockholders’ equity 41,364 230 41,594 Total liabilities and stockholders’ equity $ 44,999 $ 294 $ 45,293 (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2021 2021 CONSOLIDATED STATEMENTS OF INCOME As previously reported Adjustments As Restated As previously reported Adjustments As Restated Operating expenses: Research and development $ 4,217 $ (294) $ 3,923 $ 10,884 $ (294) $ 10,590 Total operating expenses 5,998 (294) 5,704 16,404 (294) 16,110 Operating loss (5,998) 294 (5,704) (16,404) 294 (16,110) Loss before taxes (5,985) 294 (5,691) (16,243) 294 (15,949) Income tax benefit 998 (64) 934 2,650 (64) 2,586 Net loss (4,987) 230 (4,757) (13,593) 230 (13,363) Net loss applicable to common shareholders $ (5,037) $ 230 $ (4,807) $ (13,744) $ 230 $ (13,514) Basic and diluted earnings per common share: Net loss per share – basic and diluted $ (0.54) $ 0.03 $ (0.51) $ (1.60) $ 0.02 $ (1.58) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2021 2021 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As previously reported Adjustments As Restated As previously reported Adjustments As Restated Net loss $ (4,987) $ 230 $ (4,757) $ (13,593) $ 230 $ (13,363) Comprehensive loss $ (5,082) $ 230 $ (4,852) $ (13,600) $ 230 $ (13,370) (Unaudited) Three Months Ended September 30, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2021 2021 As previously reported Adjustments As Restated Accumulated Deficit (Loss for the period) $ (4,987) $ 230 $ (4,757) Accumulated Deficit (Balances at September 30, 2021) $ (379,664) $ 230 $ (379,434) Total Stockholders' Equity (Balances at September 30, 2021) $ 41,364 $ 230 $ 41,594 (Unaudited) Nine Months Ended September 30, 2021 2021 CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Adjustments As Restated Operating activities: Net loss $ (13,593) $ 230 $ (13,363) Changes in operating assets and liabilities: Prepaid expenses and other assets (2,655) 294 (2,361) Accounts payable, accrued and other current liabilities 1,195 64 1,259 With respect to the consolidated statements of cash flows for 2022 and 2021, all adjustments are to line items within operating cash flows and there was no impact to the subtotal of operating, investing or financing cash flows for such periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 18. Subsequent Events On December 6, 2022, the Board of Directors declared a quarterly cash dividend in the amount of $0.15 per share on the Company’s Preferred Stock. The cash dividend was paid |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Critical estimates include inputs used to determine clinical trial accruals and stock-based compensation expense. Cyclacel reviews its estimates on an ongoing basis. The estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates. Cyclacel believes the judgments and estimates required by the following accounting policies to be significant in the preparation of the Company’s consolidated financial statements. |
Foreign Currency and Currency Translation | Foreign Currency and Currency Translation Transactions that are denominated in a foreign currency are remeasured into the functional currency at the current exchange rate on the date of the transaction. Any foreign currency-denominated monetary assets and liabilities are subsequently remeasured at current exchange rates, with gains or losses recognized as foreign exchange (losses) gains in the statement of operations. The assets and liabilities of the Company’s international subsidiary are translated from its functional currency into United States dollars at exchange rates prevailing at the balance sheet date. Average rates of exchange during the period are used to translate the statement of operations, while historical rates of exchange are used to translate any equity transactions. Translation adjustments arising on consolidation due to differences between average rates and balance sheet rates, as well as unrealized foreign exchange gains or losses arising from translation of intercompany loans that are of a long-term-investment nature, are recorded in other comprehensive loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents. The objectives of the Company’s cash management policy are to safeguard and preserve funds, to maintain liquidity sufficient to meet Cyclacel’s cash flow requirements and to attain a market rate of return. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. The Company’s cash and cash equivalents balance at December 31, 2022 was $18.6 |
Property and Equipment | Property and Equipment The components of property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the related assets, which are generally three |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews property and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company assesses the recoverability of the potentially affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its fair value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash and cash equivalents, other receivables, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. |
Segments | Segments The Company is managed and operated as one business which is focused on using cell cycle, transcriptional regulation and mitosis control biology to develop innovative, targeted medicines for cancer and other proliferative diseases. The entire business is managed by a single management team that reports to the Chief Executive Officer. The Company does not operate separate lines of business with respect to any of its products or product candidates and the Company does not prepare discrete financial information with respect to separate products or product candidates or by location. Accordingly, the Company views its business as one reportable operating segment with development operations in two geographic areas, namely the United States and the United Kingdom. |
Revenue recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers |
Other Income | Other Income Other income is primarily related to royalty income received under a historical Asset Purchase Agreement for activities which are not part of the Company’s ongoing operations and activities. |
Research and Development Costs | Research and Development Costs Research and development expenses consist primarily of costs associated with the development of the Company’s product candidates, including upfront fees, milestones, compensation and other expenses for research and development personnel, supplies and development materials, costs for consultants and related contract research, facility costs and depreciation. Expenditures relating to research and development are expensed as incurred. |
Clinical Trial Accounting | Clinical Trial Accounting Data management and monitoring of the Company’s clinical trials are performed with the assistance of contract research organizations, or CROs or clinical research associates, or CRAs in accordance with the Company’s standard operating procedures. Typically, CROs and CRAs bill monthly for services performed, and others bill based upon milestones achieved. The Company accrues unbilled clinical trial expenses based on estimates of the level of services performed each period. Clinical trial costs related to patient enrollment are accrued as patients are entered into and progress through the trial. |
Patent Costs | Patent Costs Patent prosecution costs are charged to general and administrative expenses as incurred as recoverability of such expenditure is uncertain. |
Leases | Leases The Company accounts for lease contracts in accordance with ASC 842. As of December 31, 2021 and 2022, all of the Company’s leases are classified as operating leases. The Company recognizes an asset for the right to use an underlying leased asset for the lease term and records lease liabilities based on the present value of the Company’s obligation to make lease payments under the lease. As the Company’s leases do not indicate an implicit rate, the Company uses a best estimate of its incremental borrowing rate to discount the future lease payments. The Company estimates its incremental borrowing rate based on observable information about risk-free interest rates that are the same tenure as the lease term, adjusted for various factors, including the effects of assumed collateral, the nature of how a loan would be repaid (e.g., amortizing versus bullet), and the Company’s credit risk. The Company evaluates options included in its lease agreements to extend or terminate the lease. The Company will reflect the effects of exercising those options in the lease term when it is reasonably certain that the Company will exercise that option. In assessing whether it is reasonably certain that the Company will exercise an option, the Company considers factors such as: ● The lease payments due in any optional period; ● Penalties for failure to exercise (or not exercise) the option; ● Market factors, such as the availability of similar assets and current rental rates for such assets; ● The nature of the underlying leased asset and its importance to the Company’s operations; and ● The remaining useful lives of any related leasehold improvements. Lease expense for the Company’s operating leases is recognized on a straight-line basis over the lease term and is reported as a component of general and administrative expense. Variable lease payments, if any, are recognized in the period when the obligation to make those payments is incurred. Lease incentives received prior to lease commencement are recorded as a reduction in the right-of-use asset. Fixed lease incentives received after lease commencement reduce both the lease liability and the right-of-use asset. The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component. |
Stock-based Compensation | Stock-based Compensation The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which for the Company is the period between the grant date and the date the award vests or becomes exercisable. Many awards granted by the Company vest ratably over three The Company classifies stock-based compensation expenses in its statement of operations in the same manner in which the award recipient’s payroll costs are classified. The Company accounts for forfeitures as they occur. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date of grant. The determination of grant-date fair value for stock option awards is estimated using the Black-Scholes model, which includes variables such as the expected volatility of the Company’s share price, expected term of the award, interest rates, and dividend yields. The Company relies on its historical volatility as an input to the option pricing model as management believes that this rate will be representative of future volatility over the expected term of the options. The expected term assumption is estimated using past history of early exercise behavior and expectations about future behaviors. The weighted average risk-free interest rate represents the interest rate for treasury constant maturities published by the Federal Reserve Board. If the term of available treasury constant maturity instruments is not equal to the expected term of an employee option, Cyclacel interpolates a discount rate based on the two Federal Reserve securities closest to the expected term of the employee option. The expected dividend yield is zero, as the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends on common stock in the foreseeable future. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not-to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves for unrecognized tax benefits that are considered appropriate as well as the related net interest and penalties. Credit is taken in the accounting period for research and development tax credits, which will be claimed from H.M. Revenue & Customs, or HMRC, the United Kingdom’s taxation and customs authority, in respect of qualifying research and development costs incurred in the same accounting period. |
Net Loss Per Common Share | Net Loss Per Common Share The Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share”. Basic and diluted net loss per common share was determined by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Beginning in the second quarter of 2022, the Company began calculating loss per share using the two-class method. The two-class method is an allocation formula that determines loss per share for each share of common stock and redeemable common stock , a participating security, according to dividends declared and participation rights in undistributed earnings. The reconciliation showing the loss per share In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021 and 2022. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) All components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, are reported, net of any related tax effect as applicable, to arrive at comprehensive income (loss). No taxes were recorded on items of other comprehensive income (loss). There were no reclassifications out of other comprehensive income (loss) during the years ended December 31, 2021 and 2022. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) In November 2021 , the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This ASU requires business entities to make annual disclosures about transactions with a government they account for by analogizing to a grant or contribution accounting model under ASC 958-605 or based on International Accounting Standard No. 20 . ASU 2021-10 which became effective for us on January 1, 2022. The Company has evaluated the effect that this guidance has on its Consolidated Financial Statements and has determined it does not have a material impact. In May 2021, the FASB issued Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) . The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment became effective for the Company on January 1, 2022. This new guidance does not have a material impact on our financial statements for any past transactions, but it could change the way that the Company accounts for subsequent amendments to its outstanding warrants, if any . |
Restatement of Prior Financia_2
Restatement of Prior Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prior Period Adjustment [Abstract] | |
Summary of effect of the error corrections | The effect of the error corrections are as follows (in thousands, except per share amounts): December 31, December 31, 2022 2022 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 2,916 $ 549 $ 3,465 Total assets $ 27,501 $ 549 $ 28,050 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 4,831 $ 119 $ 4,950 Total current liabilities 7,392 119 7,511 Total liabilities $ 7,498 $ 119 $ 7,617 Accumulated deficit (406,157) 430 (405,727) Total stockholders’ equity 15,509 430 15,939 Total liabilities and stockholders’ equity $ 27,501 $ 549 $ 28,050 Year Ended December 31, 2022 2022 CONSOLIDATED STATEMENTS OF INCOME As previously reported Adjustments As Restated Net loss applicable to common shareholders $ (21,399) $ — $ (21,399) Basic and diluted earnings per common share: Net Loss per share - basic and diluted (common shareholders) $ (1.90) $ (0.01) $ (1.91) Net Loss per share - basic and diluted (redeemable common shareholders) $ — $ (1.82) $ (1.82) Year Ended December 31, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2022 2022 As previously reported Adjustments As Restated Accumulated Deficit (Balances at December 31, 2022) $ (406,157) $ 430 $ (405,727) Total Stockholders' Equity (Balances at December 31, 2022) $ 15,509 $ 430 $ 15,939 December 31, December 31, 2021 2021 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 1,551 $ 549 $ 2,100 Total assets $ 42,587 $ 549 $ 43,136 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 3,177 $ 119 $ 3,296 Total current liabilities 5,294 119 5,413 Total liabilities $ 5,324 $ 119 $ 5,443 Accumulated deficit (384,959) 430 (384,529) Total stockholders’ equity 37,263 430 37,693 Total liabilities and stockholders’ equity $ 42,587 $ 549 $ 43,136 Year Ended December 31, 2021 2021 CONSOLIDATED STATEMENTS OF INCOME As previously reported Adjustments As Restated Operating expenses: Research and development $ 15,477 $ (549) $ 14,928 Total operating expenses 22,938 (549) 22,389 Operating loss (22,938) 549 (22,389) Loss before taxes (22,734) 549 (22,185) Income tax benefit 3,847 (119) 3,728 Net loss (18,887) 430 (18,457) Net loss applicable to common shareholders $ (19,088) $ 430 $ (18,658) Basic and diluted earnings per common share: Net loss per share – basic and diluted $ (2.14) $ 0.05 $ (2.09) Year Ended December 31, 2021 2021 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As previously reported Adjustments As Restated Net loss $ (18,887) $ 430 $ (18,457) Comprehensive loss $ (18,887) $ 430 $ (18,457) Year Ended December 31, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2021 2021 As previously reported Adjustments As Restated Accumulated Deficit (Loss for the period) $ (18,887) $ 430 $ (18,457) Accumulated Deficit (Balances at December 31, 2021) $ (384,959) $ 430 $ (384,529) Total Stockholders' Equity (Balances at December 31, 2021) $ 37,263 $ 430 $ 37,693 Year Ended December 31, 2021 2021 CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Adjustments As Restated Operating activities: Net loss $ (18,887) $ 430 $ (18,457) Changes in operating assets and liabilities: Prepaid expenses and other assets (3,931) (549) (4,480) Accounts payable, accrued and other current liabilities 2,906 119 3,025 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents | |
Summary of Cash and Cash Equivalents | The following is a summary of cash and cash equivalents at December 31, 2021 and 2022 (in thousands): December 31, 2022 2021 Cash $ 13,798 $ 32,082 Cash equivalents 4,547 4,477 Total cash and cash equivalents $ 18,345 $ 36,559 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Assets and Liabilities | |
Schedule of Financial Assets and Liabilities Measured on a Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 4,477 $ — $ — $ 4,477 Total Assets $ 4,477 $ — $ — $ 4,477 Fair Value Measurements as of December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 4,547 $ — $ — $ 4,547 Total Assets $ 4,547 $ — $ — $ 4,547 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | The following is a summary of prepaid expenses and other current assets at December 31, 2021 and 2022 (in thousands): December 31, December 31, 2022 2021 Research and development tax credit receivable $ 4,664 $ 3,727 Prepayments and VAT receivable 976 577 Other current assets 426 79 $ 6,066 $ 4,383 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31, 2021 and 2022 (in thousands): December 31, Lives in years 2022 2021 Leasehold improvements 2 to 15 $ 6 $ 6 Office equipment and furniture 3 to 5 409 419 415 425 Less: accumulated depreciation and amortization (383) (361) $ 32 $ 64 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued and Other Current Liabilities [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following at December 31, 2021 and 2022 (in thousands): December 31, December 31, 2022 2021 As restated (see Note 1) As restated (see Note 1) Accrued research and development $ 3,611 $ 2,310 Accrued legal and professional fees 333 233 Other current liabilities 1,006 753 $ 4,950 $ 3,296 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Schedule of the Company's Contractual Obligations and Commitments Relating to its Facilities Leases | The following is a summary of the Company’s future contractual obligations and commitments relating to its facilities lease as at December 31, 2022 (in thousands): Operating Lease Obligation 2023 $ 63 2024 65 2025 38 2026 — 2027 — thereafter — Total future minimum lease obligation $ 166 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock Based Compensation [Abstract] | |
Schedule of Stock Based Compensation Expense | Stock based compensation has been reported within expense line items on the consolidated statement of operations for the years ended 2021 and 2022 as shown in the following table (in thousands): Year Ended December 31, 2022 2021 General and administrative $ 1,051 $ 819 Research and development 455 338 Stock-based compensation costs before income taxes $ 1,506 $ 1,157 |
Schedule of Share Option Activity | A summary of the share option activity and related information is as follows: Weighted Weighted Average Number of Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Per Share Term (Years) Value ($000) Options outstanding at December 31, 2020 602,683 $ 11.01 9.39 $ 1,861 Granted 552,153 $ 4.26 — — Exercised (6,600) $ 3.35 — — Cancelled/forfeited (48,879) $ 14.18 — — Options outstanding at December 31, 2021 1,099,357 $ 7.53 8.99 $ 189 Granted 522,337 $ 2.41 — — Cancelled/forfeited (11,104) $ 10.49 Options outstanding at December 31, 2022 1,610,590 $ 5.85 8.34 $ — Unvested at December 31, 2022 872,957 $ 3.09 8.92 $ — Vested and exercisable at December 31, 2022 737,633 $ 9.11 7.67 $ — |
Schedule of Fair Value of the Stock Options Granted | The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718 using the following assumptions: Year ended Year ended December 31, 2022 December 31, 2021 Expected term (years) 5 – 6 5 – 6 Risk free interest rate 1.370% – 3.605% 0.420% – 1.290% Volatility 86% – 93% 95% – 102% Expected dividend yield over expected term 0.00% 0.00% Resulting weighted average grant date fair value $1.76 $3.36 |
Schedule of Restricted Stock Units Activity | Weighted Average Restricted Grant Date Stock Units Value Per Share Restricted Stock Units outstanding at December 31, 2020 16,524 $ 11.30 Granted 18,992 6.69 Cancelled/forfeited (16,524) 15.20 Restricted Stock Units outstanding at December 31, 2021 18,992 $ 6.69 Granted 118,665 1.11 Restricted Stock Units outstanding at December 31, 2022 137,657 $ 1.88 Unvested at December 31, 2022 120,248 $ 1.18 Vested and exercisable at December 31, 2022 17,409 $ 6.69 |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Taxes [Abstract] | |
Schedule of Components of (Loss) Income Before Taxes from Continuing Operations | (Loss) income from continuing operations before taxes is comprised of the following components for the years ended December 31, 2021 and 2022 (in thousands): Year Ended December 31, 2022 2021 As restated (see Note 1) Domestic $ (1,981) $ (1,622) Foreign (23,934) (20,563) Loss from continuing operations before taxes $ (25,915) $ (22,185) |
Schedule of Benefit for Income Taxes from Continuing Operations | The benefit (provision) for income taxes from continuing operations consists of the following (in thousands): Year Ended December 31, 2022 2021 As restated (see Note 1) Current – domestic $ (2) $ (2) Current – foreign 4,719 3,730 Current – total 4,717 3,728 Deferred – domestic — — Income tax benefit $ 4,717 $ 3,728 |
Schedule of Reconciliation of the (Benefit) Provision for Income Taxes from Continuing Operations with the Amount Computed by Applying the Statutory Federal Tax Rate to Loss Before Income Taxes | A reconciliation of the (benefit) provision for income taxes from continuing operations with the amount computed by applying the statutory federal tax rate to loss from continuing operations before income taxes is as follows (in thousands): Year Ended December 31, 2022 2021 As restated (see Note 1) Loss from continuing operations before taxes $ (25,915) $ (22,185) Income tax expense computed at statutory federal tax rate (5,442) (4,659) Disallowed expenses and non-taxable income 369 328 Loss surrendered to generate R&D credit 6,169 4,892 Additional research and development tax relief (4,719) (3,730) Stock Compensation 105 — Change in valuation allowance 2,310 15,260 Foreign items, including change in tax rates, and other (20) (181) Change in UK Tax Rate (2) (12,831) Other foreign items (3,487) (2,807) $ (4,717) $ (3,728) |
Schedule of Significant Components of the Entity's Deferred Tax Assets | Significant components of the Company’s deferred tax assets are shown below (in thousands): Year Ended December 31, 2022 2021 As restated (see Note 1) Net operating loss and tax credit carryforwards $ 53,092 $ 56,593 Depreciation, amortization and impairment of property and equipment 61 34 Stock options 153 67 Right of use asset (40) (32) Lease liability 40 32 Deferred tax assets 53,306 56,694 Valuation allowance for deferred tax assets (53,306) (56,694) Net deferred tax assets $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share | |
Schedule of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Years ended December 31, 2022 2021 As restated (see Note 1) As restated (see Note 1) Numerator: Net loss $ (21,198) $ (18,457) Dividend on convertible exchangeable preferred shares (201) (201) Net loss attributable to common shareholders $ (21,399) $ (18,658) Deemed dividend on accretion of redeemable common stock (135) — Remaining undistributed loss (21,534) (18,658) Years ended December 31, 2022 Years ended December 31, 2021 Common Shareholders Redeemable Common Shareholders Common Shareholders Redeemable Common Shareholders Allocation of undistributed loss $ (18,872) $ (2,662) $ (18,658) $ - Deemed dividend on accretion of redeemable common stock 135 - Net loss attributable to common shareholders (18,872) (2,527) (18,658) - Denominator: Weighted-average number of common shares used in loss per share – basic and diluted 9,864,296 1,391,381 8,926,173 - Loss per share - basic and diluted $ (1.91) $ (1.82) $ (2.09) $ - Distributed earnings — 0.09 — - Undistributed loss (1.91) (1.91) (2.09) - Net loss per share $ (1.91) $ (1.82) $ (2.09) $ - Three And Six Months Ended June 30, 2022 (Unaudited) Three Months Six Months As restated (see Note 1) As restated (see Note 1) Numerator: Net loss $ (4,575) $ (8,683) Dividend on convertible exchangeable preferred shares (50) (101) Net loss attributable to common shareholders $ (4,625) $ (8,784) Deemed dividend on accretion of redeemable common stock (33) (33) Remaining undistributed loss (4,658) (8,817) Three Months Ended June 30, 2022 (Unaudited) Six Months Ended June 30, 2022 (Unaudited) Common Shareholders Redeemable Common Shareholders Common Shareholders Redeemable Common Shareholders Allocation of undistributed loss $ (4,646) $ (12) $ (8,805) $ (12) Deemed dividend on accretion of redeemable common stock 33 33 Net loss attributable to common shareholders (4,646) 21 (8,805) 21 Denominator: Weighted-average number of common shares used in loss per share – basic and diluted 10,109,466 26,623 10,051,622 13,385 Loss per share - basic and diluted $ (0.46) $ 0.78 $ (0.88) $ 1.59 Distributed earnings — 1.24 — 2.47 Undistributed loss (0.46) (0.46) (0.88) (0.88) Net loss per share $ (0.46) $ 0.78 $ (0.88) $ 1.59 Three And Nine Months Ended September 30, 2022 (Unaudited) Three Months Nine Months As restated (see Note 1) As restated (see Note 1) Numerator: Net loss $ (5,096) $ (13,779) Dividend on convertible exchangeable preferred shares (50) (151) Net loss attributable to common shareholders $ (5,146) $ (13,930) Deemed dividend on accretion of redeemable common stock (102) (135) Remaining undistributed loss (5,248) (14,065) Three Months Ended September 30, 2022 (Unaudited) Nine Months Ended September 30, 2022 (Unaudited) Common Shareholders Redeemable Common Shareholders Common Shareholders Redeemable Common Shareholders Allocation of undistributed loss $ (4,235) $ (1,013) $ (13,040) $ (1,025) Deemed dividend on accretion of redeemable common stock 102 135 Net loss attributable to common shareholders (4,235) (911) (13,040) (890) Denominator: Weighted-average number of common shares used in loss per share – basic and diluted 9,937,958 2,376,721 10,013,317 809,821 Loss per share - basic and diluted $ (0.43) $ (0.38) $ (1.30) $ (1.10) Distributed earnings — 0.04 — 0.17 Undistributed loss (0.43) (0.42) (1.30) (1.27) Net loss per share $ (0.43) $ (0.38) $ (1.30) $ (1.10) |
Schedule of antidilutive shares excluded from computation of diluted net loss per share | December 31, December 31, 2022 2021 Stock options 1,610,590 1,099,357 Restricted Stock Units 137,657 18,992 6% convertible exchangeable preferred stock 85 85 Series A preferred stock 6,600 6,600 Series B preferred stock 1,188,725 1,188,725 Common stock warrants 3,234,379 3,234,379 Total shares excluded from calculation 6,178,036 5,548,138 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Geographic Information | |
Schedule of Geographic Information | Geographic information for the years ended December 31, 2021 and 2022 is as follows (in thousands): Year Ended December 31, 2022 2021 As restated (see Note 1) Revenue United Kingdom $ — $ — Total Revenue $ — $ — Net loss United States $ (1,983) $ (1,624) United Kingdom (19,215) (16,833) Total Net Loss $ (21,198) $ (18,457) December 31, 2022 2021 As restated (see Note 1) As restated (see Note 1) Total Assets United States $ 18,220 $ 36,144 United Kingdom 9,830 6,992 Total Assets $ 28,050 $ 43,136 Long Lived Assets, net United States $ — $ — United Kingdom 32 64 Total Long Lived Assets, net $ 32 $ 64 |
Restatement of Quarterly Fina_2
Restatement of Quarterly Financial Information (Restated and Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prior Period Adjustment [Abstract] | |
Summary of quarterly effect of the error corrections | The effect of the error corrections are as follows (in thousands, except per share amounts): March 31, (Unaudited) March 31, 2022 2022 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 2,980 $ 549 $ 3,529 Total assets $ 39,629 $ 549 $ 40,178 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 3,354 $ 119 $ 3,473 Total current liabilities 6,204 119 6,323 Total liabilities $ 6,219 $ 119 $ 6,338 Accumulated deficit (389,067) 430 (388,637) Total stockholders’ equity 33,410 430 33,840 Total liabilities and stockholders’ equity $ 39,629 $ 549 $ 40,178 (Unaudited) Three Months Ended March 31, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2022 2022 As previously reported Adjustments As Restated Accumulated Deficit (Balances at March 31, 2022) $ (389,067) $ 430 $ (388,637) Total Stockholders' Equity (Balances at March 31, 2022) $ 33,410 $ 430 $ 33,840 (Unaudited) June 30, 2022 June 30, 2022 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 3,060 $ 549 $ 3,609 Total assets $ 35,346 $ 549 $ 35,895 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 2,821 $ 119 $ 2,940 Total current liabilities 5,026 119 5,145 Total liabilities $ 5,139 $ 119 $ 5,258 Temporary Equity — 1,105 1,105 Common Stock 11 (1) 10 Additional paid-in capital 425,114 (1,104) 424,010 Accumulated deficit (393,642) 430 (393,212) Total stockholders’ equity 30,207 (675) 29,532 Total liabilities and stockholders’ equity $ 35,346 $ 549 $ 35,895 (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2022 2022 2022 2022 CONSOLIDATED STATEMENTS OF INCOME As previously reported Adjustments As Restated As previously reported Adjustments As Restated Net loss applicable to common shareholders $ (4,625) $ — (4,625) $ (8,784) — (8,784) Basic and diluted earnings per common share: Net Loss per share - basic and diluted (common shareholders) $ (0.46) $ — (0.46) $ (0.87) $ (0.01) (0.88) Net Income (Loss) per share - basic and diluted (redeemable common shareholders) $ — $ 0.78 0.78 $ — $ 1.59 1.59 (Unaudited) Three Months And Six Months Ended June 30, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2022 2022 As previously reported Adjustments As Restated Accumulated Deficit (Balances at December 31, 2021) $ (384,959) $ 430 $ (384,529) Total Stockholders' Equity (Balances at December 31, 2021) 37,263 430 37,693 Accumulated Deficit (Balances at March 31, 2022) $ (389,067) $ 430 $ (388,637) Total Stockholders' Equity (Balances at March 31, 2022) 33,410 430 33,840 Common Stock Par Value (Reclassification of redeemable common stock) — (1) (1) Common Stock (Balances at June 30, 2022) $ 11 $ (1) $ 10 Additional Paid-In Capital (Reclassification of redeemable common stock) — (1,071) (1,071) Additional Paid-In Capital (Accretion of redeemable common stock) — (33) (33) Additional Paid-In Capital (Balances at June 30, 2022) $ 425,114 $ (1,104) $ 424,010 Accumulated Deficit (Balances at June 30, 2022) $ (393,642) $ 430 $ (393,212) Total Stockholders' Equity (Balances at June 30, 2022) $ 30,207 $ (675) $ 29,532 Common Stock No. Shares (Reclassification of redeemable common stock) — (798,200) (798,200) Common Stock No. Shares (Balance at June 30, 2022) 11,350,289 (798,200) 10,552,089 September 30, (Unaudited) September 30, 2022 2022 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 2,916 $ 549 $ 3,465 Total assets $ 31,021 $ 549 $ 31,570 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 3,370 $ 119 $ 3,489 Total current liabilities 4,353 119 4,472 Total liabilities $ 4,460 $ 119 $ 4,579 Accumulated deficit (398,738) 430 (398,308) Total stockholders’ equity 22,067 430 22,497 Total liabilities and stockholders’ equity $ 31,021 $ 549 $ 31,570 (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 2022 2022 CONSOLIDATED STATEMENTS OF INCOME As previously reported Adjustments As Restated As previously reported Adjustments As Restated Net loss applicable to common shareholders $ (5,146) $ — $ (5,146) $ (13,930) $ — $ (13,930) Basic and diluted earnings per common share: Net Loss per share - basic and diluted (common shareholders) $ (0.42) $ (0.01) $ (0.43) $ (1.29) $ (0.01) $ (1.30) Net Loss per share - basic and diluted (redeemable common shareholders) $ — $ (0.38) $ (0.38) $ — $ (1.10) $ (1.10) (Unaudited) Three And Nine Months Ended September 30, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2022 2022 As previously reported Adjustments As Restated Accumulated Deficit (Balances at December 31, 2021) $ (384,959) $ 430 $ (384,529) Total Stockholders' Equity (Balances at December 31, 2021) $ 37,263 $ 430 $ 37,693 Accumulated Deficit (Balances at March 31, 2022) (389,067) 430 (388,637) Total Stockholders' Equity (Balances at March 31, 2022) $ 33,410 $ 430 $ 33,840 Common Stock (Reclassification of redeemable common stock) — (1) (1) Common Stock (Balances at June 30, 2022) $ 11 $ (1) $ 10 Additional Paid-In Capital (Reclassification of redeemable common stock) — (1,071) (1,071) Additional Paid-In Capital (Accretion of redeemable common stock) — (33) (33) Additional Paid-In Capital (Balances at June 30, 2022) $ 425,114 $ (1,104) $ 424,010 Accumulated Deficit (Balances at June 30, 2022) $ (393,642) $ 430 $ (393,212) Total Stockholders' Equity (Balances at June 30, 2022) $ 30,207 $ (675) $ 29,532 Common Stock (Reclassification of redeemable common stock) 1 (1) — Common Stock (Reclassification of redeemable common stock) (3) 2 (1) Common Stock (Reclassification of redeemable common stock) — (1) (1) Common Stock (Balances at September 30, 2022) $ 9 $ — $ 9 Additional Paid-In Capital (Issue of common stock At Market, net of expenses) 1,581 (1,581) — Additional Paid-In Capital (Reclassification of redeemable common stock) (4,491) 2,787 (1,704) Additional Paid-In Capital (Accretion of redeemable common stock) — (102) (102) Additional Paid-In Capital (Balances at September 30, 2022) $ 422,542 $ 1,104 $ 422,542 Accumulated Deficit (Balances at September 30, 2022) $ (398,738) $ 430 $ (398,308) Total Stockholders' Equity (Balances at September 30, 2022) $ 22,067 $ 430 $ 22,497 Common Stock No. Shares (Reclassification of redeemable common stock) — (798,200) (798,200) Common Stock No. Shares (Issue of AT Market common stock) 1,188,900 (1,188,900) — Common Stock No. Shares (Reclassification of redeemable common stock) (3,117,100) 1,987,100 (1,130,000) Common Stock No. Shares (Balance at September 30, 2022) 9,422,089 — 9,422,089 September 30, (Unaudited) September 30, 2021 2021 CONSOLIDATED BALANCE SHEETS As previously reported Adjustments As Restated ASSETS Non-current deposits $ 1,509 $ 294 $ 1,803 Total assets $ 44,999 $ 294 $ 45,293 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued and other current liabilities $ 2,076 $ 64 $ 2,140 Total current liabilities 3,591 64 3,655 Total liabilities $ 3,635 $ 64 $ 3,699 Accumulated deficit (379,664) 230 (379,434) Total stockholders’ equity 41,364 230 41,594 Total liabilities and stockholders’ equity $ 44,999 $ 294 $ 45,293 (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2021 2021 CONSOLIDATED STATEMENTS OF INCOME As previously reported Adjustments As Restated As previously reported Adjustments As Restated Operating expenses: Research and development $ 4,217 $ (294) $ 3,923 $ 10,884 $ (294) $ 10,590 Total operating expenses 5,998 (294) 5,704 16,404 (294) 16,110 Operating loss (5,998) 294 (5,704) (16,404) 294 (16,110) Loss before taxes (5,985) 294 (5,691) (16,243) 294 (15,949) Income tax benefit 998 (64) 934 2,650 (64) 2,586 Net loss (4,987) 230 (4,757) (13,593) 230 (13,363) Net loss applicable to common shareholders $ (5,037) $ 230 $ (4,807) $ (13,744) $ 230 $ (13,514) Basic and diluted earnings per common share: Net loss per share – basic and diluted $ (0.54) $ 0.03 $ (0.51) $ (1.60) $ 0.02 $ (1.58) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2021 2021 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As previously reported Adjustments As Restated As previously reported Adjustments As Restated Net loss $ (4,987) $ 230 $ (4,757) $ (13,593) $ 230 $ (13,363) Comprehensive loss $ (5,082) $ 230 $ (4,852) $ (13,600) $ 230 $ (13,370) (Unaudited) Three Months Ended September 30, CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 2021 2021 As previously reported Adjustments As Restated Accumulated Deficit (Loss for the period) $ (4,987) $ 230 $ (4,757) Accumulated Deficit (Balances at September 30, 2021) $ (379,664) $ 230 $ (379,434) Total Stockholders' Equity (Balances at September 30, 2021) $ 41,364 $ 230 $ 41,594 (Unaudited) Nine Months Ended September 30, 2021 2021 CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Adjustments As Restated Operating activities: Net loss $ (13,593) $ 230 $ (13,363) Changes in operating assets and liabilities: Prepaid expenses and other assets (2,655) 294 (2,361) Accounts payable, accrued and other current liabilities 1,195 64 1,259 |
Restatement of Prior Financia_3
Restatement of Prior Financial Information - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Operating loss | $ (5,704) | $ (16,110) | $ (27,656) | $ (22,389) | |||
Non-current deposits | 1,803 | 1,803 | 3,465 | 2,100 | $ 3,465 | $ 3,609 | $ 3,529 |
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Operating loss | 294 | 294 | 549 | ||||
Non-current deposits | $ 294 | $ 294 | $ 549 | $ 549 | $ 549 | $ 549 | $ 549 |
Restatement of Prior Financia_4
Restatement of Prior Financial Information - CONSOLIDATED BALANCE SHEETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | |||||||
Non-current deposits | $ 3,465 | $ 3,465 | $ 3,609 | $ 3,529 | $ 2,100 | $ 1,803 | |
Total Assets | 28,050 | 31,570 | 35,895 | 40,178 | 43,136 | 45,293 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Accrued and other current liabilities | 4,950 | 3,489 | 2,940 | 3,473 | 3,296 | 2,140 | |
Total current liabilities | 7,511 | 4,472 | 5,145 | 6,323 | 5,413 | 3,655 | |
Total liabilities | 7,617 | 4,579 | 5,258 | 6,338 | 5,443 | 3,699 | |
Accumulated deficit | (405,727) | (398,308) | (388,637) | (384,529) | (379,434) | ||
Total stockholders' equity | 15,939 | 22,497 | 29,532 | 33,840 | 37,693 | 41,594 | $ 33,259 |
Total liabilities and stockholders' equity | 28,050 | 31,570 | 35,895 | 40,178 | 43,136 | 45,293 | |
Error in the accounting treatment of contract deposit-related invoices. | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Total stockholders' equity | 29,532 | 33,840 | 37,693 | ||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | |||||||
ASSETS | |||||||
Non-current deposits | 2,916 | 2,916 | 3,060 | 2,980 | 1,551 | 1,509 | |
Total Assets | 27,501 | 31,021 | 35,346 | 39,629 | 42,587 | 44,999 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Accrued and other current liabilities | 4,831 | 3,370 | 2,821 | 3,354 | 3,177 | 2,076 | |
Total current liabilities | 7,392 | 4,353 | 5,026 | 6,204 | 5,294 | 3,591 | |
Total liabilities | 7,498 | 4,460 | 5,139 | 6,219 | 5,324 | 3,635 | |
Accumulated deficit | (406,157) | (398,738) | (389,067) | (384,959) | (379,664) | ||
Total stockholders' equity | 15,509 | 22,067 | 30,207 | 33,410 | 37,263 | 41,364 | |
Total liabilities and stockholders' equity | 27,501 | 31,021 | 35,346 | 39,629 | 42,587 | 44,999 | |
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | |||||||
ASSETS | |||||||
Non-current deposits | 549 | 549 | 549 | 549 | 549 | 294 | |
Total Assets | 549 | 549 | 549 | 549 | 549 | 294 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Accrued and other current liabilities | 119 | 119 | 119 | 119 | 119 | 64 | |
Total current liabilities | 119 | 119 | 119 | 119 | 119 | 64 | |
Total liabilities | 119 | 119 | 119 | 119 | 119 | 64 | |
Accumulated deficit | 430 | 430 | 430 | 430 | 230 | ||
Total stockholders' equity | 430 | 430 | (675) | 430 | 430 | 230 | |
Total liabilities and stockholders' equity | $ 549 | $ 549 | $ 549 | $ 549 | $ 549 | $ 294 |
Restatement of Prior Financia_5
Restatement of Prior Financial Information - CONSOLIDATED STATEMENTS OF INCOME (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||||||||
Research and development | $ 3,923 | $ 10,590 | $ 20,274 | $ 14,928 | ||||
Total operating expenses | 5,704 | 16,110 | 27,656 | 22,389 | ||||
Operating loss | (5,704) | (16,110) | (27,656) | (22,389) | ||||
Loss before taxes | (5,691) | (15,949) | (25,915) | (22,185) | ||||
Income tax benefit | (934) | (2,586) | 4,717 | 3,728 | ||||
Net loss | $ (5,096) | $ (4,575) | $ (4,757) | $ (8,683) | $ (13,779) | $ (13,363) | (21,198) | (18,457) |
Deemed dividend on accretion of redeemable common stock | $ (102) | $ (33) | $ (33) | $ (135) | (135) | |||
Net loss attributable to common shareholders | $ (21,399) | $ (18,658) | ||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | $ (0.51) | $ (1.58) | $ (2.09) | |||||
Net loss per share - diluted | $ (0.51) | $ (1.58) | (2.09) | |||||
Common Stock | ||||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | $ (0.43) | $ (0.46) | $ (0.88) | $ (1.30) | $ (1.91) | (2.09) | ||
Net loss per share - diluted | $ (0.43) | $ (0.46) | $ (0.88) | $ (1.30) | $ (1.91) | (2.09) | ||
Redeemable Common Stock | ||||||||
Operating expenses: | ||||||||
Deemed dividend on accretion of redeemable common stock | $ (102) | $ (33) | $ (33) | $ (135) | $ (135) | |||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | $ (0.38) | $ 0.78 | $ 1.59 | $ (1.10) | $ (1.82) | $ 0 | ||
Net loss per share - diluted | (0.38) | 0.78 | 1.59 | (1.10) | $ (1.82) | |||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | ||||||||
Operating expenses: | ||||||||
Research and development | $ 4,217 | $ 10,884 | $ 15,477 | |||||
Total operating expenses | 5,998 | 16,404 | 22,938 | |||||
Operating loss | (5,998) | (16,404) | (22,938) | |||||
Loss before taxes | (5,985) | (16,243) | (22,734) | |||||
Income tax benefit | (998) | (2,650) | 3,847 | |||||
Net loss | $ (4,987) | $ (13,593) | (18,887) | |||||
Net loss attributable to common shareholders | $ (21,399) | $ (19,088) | ||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | $ (0.54) | $ (1.60) | $ (2.14) | |||||
Net loss per share - diluted | $ (0.54) | $ (1.60) | $ (2.14) | |||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | Common Stock | ||||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | (0.42) | (0.46) | (0.87) | (1.29) | $ (1.90) | |||
Net loss per share - diluted | (0.42) | (0.46) | (0.87) | (1.29) | (1.90) | |||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | ||||||||
Operating expenses: | ||||||||
Research and development | $ (294) | $ (294) | $ (549) | |||||
Total operating expenses | (294) | (294) | (549) | |||||
Operating loss | 294 | 294 | 549 | |||||
Loss before taxes | 294 | 294 | 549 | |||||
Income tax benefit | 64 | 64 | (119) | |||||
Net loss | $ 230 | $ 230 | 430 | |||||
Net loss attributable to common shareholders | $ 430 | |||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | $ 0.03 | $ 0.02 | $ 0.05 | |||||
Net loss per share - diluted | $ 0.03 | $ 0.02 | $ 0.05 | |||||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | Common Stock | ||||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | (0.01) | (0.01) | (0.01) | (0.01) | ||||
Net loss per share - diluted | (0.01) | (0.01) | (0.01) | (0.01) | ||||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | Redeemable Common Stock | ||||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | (0.38) | 0.78 | 1.59 | (1.10) | (1.82) | |||
Net loss per share - diluted | $ (0.38) | $ 0.78 | $ 1.59 | $ (1.10) | $ (1.82) |
Restatement of Prior Financia_6
Restatement of Prior Financial Information - CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss | $ (5,096) | $ (4,575) | $ (4,757) | $ (8,683) | $ (13,779) | $ (13,363) | $ (21,198) | $ (18,457) |
Comprehensive loss | (4,852) | (13,370) | $ (21,766) | (18,459) | ||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss | (4,987) | (13,593) | (18,887) | |||||
Comprehensive loss | (5,082) | (13,600) | ||||||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss | 230 | 230 | $ 430 | |||||
Comprehensive loss | $ 230 | $ 230 |
Restatement of Prior Financia_7
Restatement of Prior Financial Information - CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | $ (5,096) | $ (4,575) | $ (4,757) | $ (8,683) | $ (13,779) | $ (13,363) | $ (21,198) | $ (18,457) | ||
Accumulated deficit | (398,308) | (379,434) | (398,308) | (379,434) | (405,727) | (384,529) | $ (388,637) | |||
Total stockholders' equity | 22,497 | 29,532 | 41,594 | 29,532 | 22,497 | 41,594 | 15,939 | 37,693 | 33,840 | $ 33,259 |
Additional Paid-in Capital | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total stockholders' equity | 422,542 | 424,010 | 424,010 | 422,542 | 422,973 | 422,960 | 400,071 | |||
Accumulated Other Comprehensive Loss | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total stockholders' equity | (1,316) | (748) | (746) | |||||||
Accumulated Deficit | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | (4,757) | (21,198) | (18,457) | |||||||
Total stockholders' equity | (398,308) | (393,212) | (379,434) | (393,212) | (398,308) | (379,434) | (405,727) | (384,529) | (388,637) | $ (366,072) |
Error in the accounting treatment of contract deposit-related invoices. | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total stockholders' equity | 29,532 | 29,532 | 37,693 | 33,840 | ||||||
Error in the accounting treatment of contract deposit-related invoices. | Additional Paid-in Capital | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total stockholders' equity | 424,010 | 424,010 | ||||||||
Error in the accounting treatment of contract deposit-related invoices. | Accumulated Deficit | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Accumulated deficit | (388,637) | |||||||||
Total stockholders' equity | (393,212) | (393,212) | (384,529) | |||||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | (4,987) | (13,593) | (18,887) | |||||||
Accumulated deficit | (398,738) | (379,664) | (398,738) | (379,664) | (406,157) | (384,959) | (389,067) | |||
Total stockholders' equity | 22,067 | 30,207 | 41,364 | 30,207 | 22,067 | 41,364 | 15,509 | 37,263 | 33,410 | |
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | Additional Paid-in Capital | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total stockholders' equity | 422,542 | 425,114 | 425,114 | 422,542 | ||||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | Accumulated Deficit | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | (4,987) | (18,887) | ||||||||
Accumulated deficit | (389,067) | |||||||||
Total stockholders' equity | (398,738) | (393,642) | (379,664) | (393,642) | (398,738) | (379,664) | (406,157) | (384,959) | (389,067) | |
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | 230 | 230 | 430 | |||||||
Accumulated deficit | 430 | 230 | 430 | 230 | 430 | 430 | 430 | |||
Total stockholders' equity | 430 | (675) | 230 | (675) | 430 | 230 | 430 | 430 | 430 | |
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | Additional Paid-in Capital | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total stockholders' equity | 1,104 | (1,104) | (1,104) | 1,104 | ||||||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | Accumulated Deficit | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | 230 | 430 | ||||||||
Accumulated deficit | 430 | |||||||||
Total stockholders' equity | $ 430 | $ 430 | $ 230 | $ 430 | $ 430 | $ 230 | $ 430 | $ 430 | $ 430 |
Restatement of Prior Financia_8
Restatement of Prior Financial Information - CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | |||
Net loss | $ (13,363) | $ (18,457) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (2,361) | $ 3,784 | 4,480 |
Accounts payable, accrued and other current liabilities | 1,259 | $ 2,577 | 3,025 |
Adjustments | |||
Operating activities: | |||
Net loss | 430 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | 549 | ||
Accounts payable, accrued and other current liabilities | 119 | ||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | |||
Operating activities: | |||
Net loss | (13,593) | (18,887) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (2,655) | 3,931 | |
Accounts payable, accrued and other current liabilities | 1,195 | $ 2,906 | |
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | |||
Operating activities: | |||
Net loss | 230 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | 294 | ||
Accounts payable, accrued and other current liabilities | $ 64 |
Organization of the Company a_2
Organization of the Company and Basis of Presentation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Company Overview | |||||||||
Net loss | $ (5,096) | $ (4,575) | $ (4,757) | $ (8,683) | $ (13,779) | $ (13,363) | $ (21,198) | $ (18,457) | |
Accumulated deficit | $ (398,308) | $ (379,434) | $ (398,308) | $ (379,434) | (405,727) | (384,529) | $ (388,637) | ||
Cash and cash equivalents | $ 18,345 | $ 36,559 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment country $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 GBP (£) country | |
Accounting Policies [Line Items] | |||
Changes in lease liability | $ 40,000 | $ 172,000 | |
Cash exceeding balance insured by FDIC | 17,800,000 | ||
Cash balance insured by FSCS | £ | £ 85,000 | ||
Cash exceeding balance insured by FSCS | $ 200,000 | ||
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Number of geographic areas for development operations | country | 2 | 2 | |
Cash and cash equivalents | $ 18,345,000 | 36,559,000 | |
Tax on other comprehensive income (loss) | 0 | 0 | |
Reclassifications out of other comprehensive income (loss) | $ 0 | $ 0 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |
Right-of-use lease asset | $ 142,000 | $ 30,000 | |
Board Director [Member] | |||
Accounting Policies [Line Items] | |||
Stock awards vesting period | 1 year | ||
Minimum | |||
Accounting Policies [Line Items] | |||
Stock awards vesting period | 3 years | ||
Maximum | |||
Accounting Policies [Line Items] | |||
Cash balances insured by FDIC | $ 250,000 | ||
Stock awards vesting period | 4 years | ||
Property, plant and equipment | Minimum | |||
Accounting Policies [Line Items] | |||
Estimated useful life | 3 years | ||
Property, plant and equipment | Maximum | |||
Accounting Policies [Line Items] | |||
Estimated useful life | 5 years | ||
Leasehold improvements | Minimum | |||
Accounting Policies [Line Items] | |||
Estimated useful life | 2 years | ||
Leasehold improvements | Maximum | |||
Accounting Policies [Line Items] | |||
Estimated useful life | 15 years |
Significant Contracts (Narrativ
Significant Contracts (Narrative) (Details) $ in Millions | Oct. 01, 2018 item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Supply Commitment [Line Items] | |||
Future milestone payments payable | $ | $ 0 | $ 0 | |
Clinical Collaboration Agreement [Member] | The University of Texas MD Anderson Cancer Center [Member] | |||
Supply Commitment [Line Items] | |||
Term of agreement | 3 years | ||
Number of clinical studies conducted | item | 4 |
Cash and Cash Equivalents (Summ
Cash and Cash Equivalents (Summary of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents | ||
Cash | $ 13,798 | $ 32,082 |
Investments with original maturity of less than three months at the time of purchase | 4,547 | 4,477 |
Total cash and cash equivalents | $ 18,345 | $ 36,559 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities (Schedule of Financial Assets and Liabilities Measured) (Details) - Recurring basis - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash equivalents | $ 4,547 | $ 4,477 |
Total Assets | 4,547 | 4,477 |
Level 1 | ||
Assets: | ||
Cash equivalents | 4,547 | 4,477 |
Total Assets | 4,547 | 4,477 |
Level 2 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Total Assets | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Total Assets | $ 0 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Research and development tax credit receivable | $ 4,664 | $ 3,727 |
Prepayments and VAT receivable | 976 | 577 |
Other current assets | 426 | 79 |
Prepaid expenses and other current assets | 6,066 | $ 4,383 |
Deposits Assets, Noncurrent Clinical Trials | $ 3,500 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 415 | $ 425 |
Less: accumulated depreciation and amortization | (383) | (361) |
Property, Plant and Equipment, Net | 32 | 64 |
Leasehold improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 6 | 6 |
Leasehold improvements | Minimum | ||
Property, plant and equipment | ||
Lives in years | 2 years | |
Leasehold improvements | Maximum | ||
Property, plant and equipment | ||
Lives in years | 15 years | |
Office equipment and furniture | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 409 | $ 419 |
Office equipment and furniture | Minimum | ||
Property, plant and equipment | ||
Lives in years | 3 years | |
Office equipment and furniture | Maximum | ||
Property, plant and equipment | ||
Lives in years | 5 years |
Accrued and Other Liabilities -
Accrued and Other Liabilities - Schedule of accrued and other current liabilities (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Accrued and Other Current Liabilities [Abstract] | ||||||
Accrued research and development | $ 3,611,000 | $ 2,310,000 | ||||
Accrued legal and professional fees | 333,000 | 233,000 | ||||
Other current liabilities | 1,006,000 | 753,000 | ||||
Accrued and other current liabilities | 4,950,000 | $ 3,489,000 | $ 2,940,000 | $ 3,473,000 | 3,296,000 | $ 2,140,000 |
Accrued payroll costs | $ 680,000 | $ 495,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Future Minimum Lease Payments) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Lease Obligation | |
2023 | $ 63 |
2024 | 65 |
2025 | 38 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Lease payments, Total | $ 166 |
Commitments and Contingencies_3
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2022 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2000 | |
Leases | |||||
Operating lease expense | $ 100 | $ 200 | |||
Right-of-use lease asset | $ 142 | $ 30 | |||
Dundee facility | |||||
Leases | |||||
Lease term for research and development facility | 25 years | ||||
Right-of-use lease asset | $ 1,100 | ||||
Lease liability | 1,200 | ||||
General and administrative expenses | 100 | ||||
Costs relating to assignment of lease | $ 400 | ||||
Berkeley Heights Facility [Member] | |||||
Leases | |||||
Lease term extension | 3 years |
Stockholders Equity (Narrative)
Stockholders Equity (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||||||
Aug. 15, 2022 USD ($) shares | Aug. 12, 2022 USD ($) shares | Aug. 12, 2021 USD ($) | Mar. 16, 2021 USD ($) | Mar. 12, 2021 $ / shares shares | Jul. 31, 2017 $ / shares shares | Dec. 31, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Class of Stock [Line Items] | ||||||||
Aggregate offering price | $ | $ 13,502,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Common stock, shares outstanding (in shares) | 9,422,089 | 9,993,135 | ||||||
Warrant & stock option exercises (in shares) | 0 | 6,600 | ||||||
July 2017 - Underwritten Public Offering [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant Exercises (in shares) | 909,000 | |||||||
Warrants, exercise price per share | $ / shares | $ 40 | |||||||
Percentage of outstanding common stock | 4.99% | |||||||
Outstanding common stock at election of purchaser | 9.99% | |||||||
Warrants outstanding | 374,525 | |||||||
Warrants exercised | 0 | 0 | ||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate offering price | $ | $ 2,000 | |||||||
Number of shares issued (in shares) | 2,078,214 | |||||||
Warrant & stock option exercises (in shares) | 915,600 | |||||||
Cantor Fitzgerald & Co. [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate offering price | $ | $ 50,000,000 | |||||||
Number of share sold under the sales agreement | 3,281,067 | 2,528,642 | ||||||
Proceeds from issuance of common stock, gross | $ | $ 7,600,000 | $ 3,400,000 | ||||||
Cantor Fitzgerald & Co. [Member] | August 2021 Controlled Equity Offering Sales Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of share sold under the sales agreement | 1,987,100 | |||||||
Total gross proceeds received | $ | $ 2,721,187 | |||||||
Acorn Bioventures, LP [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase shares | 669,854 | |||||||
Warrant outstanding Term | 5 years | |||||||
Warrants, exercise price per share | $ / shares | $ 4.13 | |||||||
Warrants exercised | 0 | 0 | ||||||
Co-Placement Agents [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants, exercise price per share | $ / shares | $ 5 | |||||||
Number of warrant to purchase each share of our common stock | 1 | |||||||
Warrants outstanding | 2,190,000 | |||||||
Fractional shares issued | 0 | |||||||
Co-Placement Agents [Member] | Common Stock Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Percentage of outstanding common stock | 4.99% | |||||||
Outstanding common stock at election of purchaser | 9.99% | |||||||
Notice period from the holder to increase the percentage of ownership of outstanding common stock after exercise of warrants | 61 days | |||||||
Oppenheimer & Co. Inc. [Member] | March 2021 Equity Financing [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||
Number of share sold under the sales agreement | 1,807,143 | |||||||
Sale of stock, number of additional shares issued in transaction | 271,071 | |||||||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 13,500,000 | |||||||
Share issue price per share | $ / shares | $ 7 | |||||||
6% convertible exchangeable preferred stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | 335,273 | 335,273 | ||||||
Preferred stock, shares outstanding | 335,273 | 335,273 | ||||||
Share issue price per share | $ / shares | $ 10 | |||||||
Number of common shares issued upon conversion | 0.00025 | |||||||
Share Price | $ / shares | $ 59,220 | |||||||
Dividend rate on convertible exchangeable preferred stock (in percent) | 6% | 6% | ||||||
Liquidation preference (in dollars per share) | $ / shares | $ 10 | |||||||
Accrued and unpaid dividends in arrears on preferred stock | $ | $ 700,000 | |||||||
Accrued and unpaid dividends in arrears on preferred stock (in dollars per share) | $ / shares | $ 1.95 | |||||||
Shares reserved for future issuance upon conversion | 85 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 39,480 | |||||||
Percentage of closing sales price of common stock that conversion price must exceed in order for preferred stock to be convertible | 150% | |||||||
Number of trading days within 30 trading days in which the closing price of common stock must exceed conversion price for preferred stock to be convertible | 20 days | |||||||
Number of trading days during which closing price of common stock must exceed conversion price for at least 20 days in order for the preferred stock to be convertible | 30 days | |||||||
Number of trading days prior to notice of automatic conversion | 5 days | |||||||
Number of quarterly periods in which dividends are not paid that triggers the right of preferred stock holders to nominate and elect directors | item | 6 | |||||||
Interest rate of Convertible Subordinated Debentures (as a percent) | 6% | |||||||
Redemption price per share (in dollars per share) | $ / shares | $ 10 | |||||||
Debt principal amount per share, basis for exchange (in dollars per share) | $ / shares | $ 10 | |||||||
Debt instrument, term | 25 years | |||||||
Series A Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 8,872 | 264 | 264 | |||||
Preferred stock, shares outstanding | 264 | 264 | ||||||
Number of shares converted | 6,600 | |||||||
Price per share used to determine number of shares of common stock | $ / shares | $ 1,000 | |||||||
Conversion price of convertible preferred stock | $ / shares | $ 40 | |||||||
Conversion percentage | 9.99% | |||||||
Measurement period of consecutive trading days used in determining whether specified triggers are met which would allow the entity to require the conversion of all or part of outstanding preferred stock | 30 days | |||||||
Percentage of blocker provision | 4.99% | |||||||
Series A Convertible Preferred Stock | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Percentage by which the weighted average price of common stock during the measurement period exceeds the initial conversion price which triggers the right of the entity to cause all or part of the outstanding preferred stock to be converted | 300% | |||||||
Threshold amount of daily trading volume on each trading day during the measurement period which triggers the right of the entity to cause all or part of the outstanding preferred stock to be converted | $ | $ 500,000 | |||||||
Series B Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 237,745 | 237,745 | ||||||
Preferred stock, shares outstanding | 237,745 | 237,745 | ||||||
Outstanding common stock at election of purchaser | 9.99% | |||||||
Number of shares converted | 5 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jun. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
Stock-based compensation | |||||
Common stock, shares issued | 9,422,089 | 9,993,135 | |||
Options granted (in shares) | 522,337 | 552,153 | |||
Warrant & stock option exercises (in shares) | 0 | 6,600 | |||
Remaining unrecognized compensation cost of non-vested stock options | $ 2,000 | ||||
Weighted-average remaining requisite service period of recognition of unrecognized compensation cost | 1 year 4 months 24 days | ||||
Excess income tax benefits | $ 0 | $ 0 | |||
Minimum | |||||
Stock-based compensation | |||||
Options granted, grant date fair value | $ 1.76 | ||||
Stock awards vesting period | 3 years | ||||
Maximum | |||||
Stock-based compensation | |||||
Options granted, grant date fair value | $ 3.36 | ||||
Stock awards vesting period | 4 years | ||||
Board Director [Member] | |||||
Stock-based compensation | |||||
Stock awards vesting period | 1 year | ||||
Stock options | |||||
Stock-based compensation | |||||
Options granted (in shares) | 522,337 | 552,153 | |||
Warrant & stock option exercises (in shares) | 6,600 | ||||
Restricted Stock Units (RSUs) | |||||
Stock-based compensation | |||||
Restricted Stock Units outstanding/unvested | 137,657 | 18,992 | 16,524 | ||
Restricted stock units, grant date fair value | $ 1.88 | $ 6.69 | $ 11.30 | ||
Restricted Stock Units, Granted | 118,665 | 18,992 | |||
Vested stock units | 17,409 | ||||
Restricted Stock Units (RSUs) | Employees | |||||
Stock-based compensation | |||||
Stock awards vesting period | 3 years | 3 years | |||
Restricted Stock Units (RSUs) | Board Director [Member] | |||||
Stock-based compensation | |||||
Stock awards vesting period | 1 year | 1 year | |||
2018 Equity Incentive Plan (the "2018 Plan") [Member] | |||||
Stock-based compensation | |||||
Number of additional shares authorized | 500,000 | ||||
Number of shares reserved for issuance | 392,396 | ||||
Life of stock option awards granted | 10 years | ||||
2018 Equity Incentive Plan (the "2018 Plan") [Member] | Minimum | |||||
Stock-based compensation | |||||
Stock awards vesting period | 1 year | ||||
2018 Equity Incentive Plan (the "2018 Plan") [Member] | Maximum | |||||
Stock-based compensation | |||||
Stock awards vesting period | 4 years | ||||
Inducement Equity Incentive Plan 2020 [Member] | |||||
Stock-based compensation | |||||
Number of authorized shares | 200,000 | ||||
Number of shares reserved for issuance | 80,000 | ||||
Common stock, shares issued | 120,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation costs before income taxes | $ 1,506 | $ 1,157 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation costs before income taxes | 1,051 | 819 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation costs before income taxes | $ 455 | $ 338 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Fair Value of the Stock Options Granted (Details) - Stock options - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected dividend yield over expected term | 0% | 0% |
Resulting weighted average grant date fair value | $ 1.76 | $ 3.36 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected term (years) | 5 years | 5 years |
Risk free interest rate | 1.37% | 0.42% |
Volatility | 86% | 95% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected term (years) | 6 years | 6 years |
Risk free interest rate | 3.605% | 1.29% |
Volatility | 93% | 102% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options Outstanding | |||
Granted | 522,337 | 552,153 | |
Exercised (in shares) | 0 | (6,600) | |
Stock options | |||
Number of Options Outstanding | |||
Options outstanding | 1,099,357 | 602,683 | |
Granted | 522,337 | 552,153 | |
Exercised (in shares) | (6,600) | ||
Cancelled/forfeited | (11,104) | (48,879) | |
Options outstanding | 1,610,590 | 1,099,357 | 602,683 |
Unvested | 872,957 | ||
Vested and exercisable | 737,633 | ||
Weighted Average Exercise Price Per Share | |||
Options outstanding | $ 7.53 | $ 11.01 | |
Granted | 2.41 | 4.26 | |
Exercised | 3.35 | ||
Cancelled/forfeited (in dollars per share) | 10.49 | 14.18 | |
Options outstanding | 5.85 | $ 7.53 | $ 11.01 |
Unvested | 3.09 | ||
Vested and exercisable | $ 9.11 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Options outstanding | 8 years 4 months 2 days | 8 years 11 months 26 days | 9 years 4 months 20 days |
Unvested | 8 years 11 months 1 day | ||
Vested and exercisable | 7 years 8 months 1 day | ||
Aggregate Intrinsic Value | |||
Options Outstanding | $ 189 | $ 1,861 | |
Options Outstanding | $ 189 | $ 1,861 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Board Director [Member] | ||
Weighted Average Grant Date Value Per Share | ||
Stock awards vesting period | 1 year | |
Restricted Stock Units (RSUs) | ||
Number of Options Outstanding | ||
Restricted Stock Units outstanding/unvested | 18,992 | 16,524 |
Granted | 118,665 | 18,992 |
Cancelled/forfeited | (16,524) | |
Restricted Stock Units outstanding/unvested | 137,657 | 18,992 |
Unvested | 120,248 | |
Vested and exercisable | 17,409 | |
Weighted Average Grant Date Value Per Share | ||
Restricted stock units, grant date fair value | $ 1.88 | $ 6.69 |
Granted | 1.11 | 6.69 |
Cancelled/forfeited | $ 15.20 | |
Unvested, Weighted Average Grant Date Value Per Share | 1.18 | |
Vested and exercisable | $ 6.69 | |
Restricted Stock Units (RSUs) | Board Director [Member] | ||
Weighted Average Grant Date Value Per Share | ||
Stock awards vesting period | 1 year | 1 year |
Restricted Stock Units (RSUs) | Employees | ||
Weighted Average Grant Date Value Per Share | ||
Stock awards vesting period | 3 years | 3 years |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Plan | ||
Employee benefit plans | ||
Contribution made by the entity under the pension plan | $ 44,000 | $ 42,000 |
401 (k) Plan | ||
Employee benefit plans | ||
Matching contribution by employer as a percentage of the employee's deferral | 100% | |
Matching contribution by employer as a percentage of U.S. employee's qualifying compensation | 6% | |
Statutorily prescribed annual limit of contributions made by an employee before attaining age of 50 years | $ 20,500 | |
Statutorily prescribed annual limit of contributions made by an employee after attaining age of 50 years | $ 27,000 | |
Specified age limit of employees for calculation of statutorily prescribed annual limit of contribution | 50 years | |
Contribution made by the entity under the 401(k) Plan | $ 95,000 | $ 71,000 |
Taxes (Narrative) (Details)
Taxes (Narrative) (Details) $ in Thousands, £ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 GBP (£) | |
Taxes | |||||
Income tax credits | $ 4,700 | $ 3,700 | |||
Income tax credits - UK research and development | 4,719 | 3,730 | |||
Income tax benefit | $ 934 | $ 2,586 | (4,717) | (3,728) | |
Valuation allowance for deferred tax assets | 53,306 | 56,694 | |||
Increase in valuation allowance | 3,300 | ||||
Federal | |||||
Taxes | |||||
NOLs carryforward | 3,600 | 2,500 | |||
State | |||||
Taxes | |||||
NOLs carryforward | $ 22,100 | 21,100 | |||
Operating loss carryforward, expiration date | Dec. 31, 2028 | ||||
Foreign | |||||
Taxes | |||||
NOLs carryforward | $ 203,000 | $ 218,300 | |||
Percentage of tax rate adopted in respect of deferred tax assets measurement | 50% | ||||
Annual NOL allowance restriction | £ | £ 5 |
Taxes (Components of (Loss) Inc
Taxes (Components of (Loss) Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss (income) from continuing operations before taxes | ||||
Domestic | $ (1,981) | $ (1,622) | ||
Foreign | (23,934) | (20,563) | ||
Loss before taxes | $ (5,691) | $ (15,949) | $ (25,915) | $ (22,185) |
Taxes (Benefit (Provision) for
Taxes (Benefit (Provision) for Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Benefit for income taxes from continuing operations | ||||
Current - domestic | $ (2) | $ (2) | ||
Current - foreign | 4,719 | 3,730 | ||
Current - total | 4,717 | 3,728 | ||
Deferred - domestic | 0 | 0 | ||
Income tax benefit | $ (934) | $ (2,586) | $ 4,717 | $ 3,728 |
Taxes (Reconciliation of (Benef
Taxes (Reconciliation of (Benefit) Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of the (benefit) provision for income taxes | ||||
Loss from continuing operations before taxes | $ (5,691) | $ (15,949) | $ (25,915) | $ (22,185) |
Income tax expense computed at statutory federal tax rate | (5,442) | (4,659) | ||
Disallowed expenses and non-taxable income | 369 | 328 | ||
Loss surrendered to generate R&D credit | 6,169 | 4,892 | ||
Additional research and development tax relief | (4,719) | (3,730) | ||
Stock Compensation | 105 | |||
Change in valuation allowance | 2,310 | 15,260 | ||
Foreign items, including change in tax rates, and other | (20) | (181) | ||
Change in UK Tax Rate | (2) | (12,831) | ||
Other foreign items | (3,487) | (2,807) | ||
Current - total | $ 934 | $ 2,586 | $ (4,717) | $ (3,728) |
Taxes (Components of Deferred T
Taxes (Components of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating loss and tax credit carryforwards | ||
Net operating loss and tax credit carryforwards | $ 53,092 | $ 56,593 |
Depreciation, amortization and impairment of property and equipment | 61 | 34 |
Stock options | 153 | 67 |
Right of use asset | (40) | (32) |
Lease liability | 40 | 32 |
Deferred tax assets | 53,306 | 56,694 |
Valuation allowance for deferred tax assets | (53,306) | (56,694) |
Net deferred tax assets | $ 0 | $ 0 |
Net Loss Per Share (Basic and D
Net Loss Per Share (Basic and Diluted Net Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||||
Net loss | $ (5,096) | $ (4,575) | $ (4,757) | $ (8,683) | $ (13,779) | $ (13,363) | $ (21,198) | $ (18,457) |
Dividend on convertible exchangeable preferred shares | (50) | (50) | (101) | (151) | (201) | (201) | ||
Net loss attributable to common shareholders | (5,146) | (4,625) | (8,784) | (13,930) | (21,399) | (18,658) | ||
Net loss attributable to common shareholders | (21,399) | (18,658) | ||||||
Deemed dividend on accretion of redeemable common stock | (102) | (33) | (33) | (135) | (135) | |||
Remaining undistributed loss | (5,248) | (4,658) | (8,817) | (14,065) | (21,534) | $ (18,658) | ||
Denominator: | ||||||||
Net loss per share - basic | $ (0.51) | $ (1.58) | $ (2.09) | |||||
Net loss per share - diluted | $ (0.51) | $ (1.58) | $ (2.09) | |||||
Common Stock | ||||||||
Numerator: | ||||||||
Allocation of undistributed loss | $ (4,235) | $ (4,646) | $ (8,805) | $ (13,040) | (18,872) | $ (18,658) | ||
Net loss attributable to common shareholders | $ (18,872) | $ (18,658) | ||||||
Denominator: | ||||||||
Weighted average common shares outstanding basic | 9,937,958 | 10,109,466 | 10,051,622 | 10,013,317 | 9,864,296 | 8,926,173 | ||
Net loss per share - basic | $ (0.43) | $ (0.46) | $ (0.88) | $ (1.30) | $ (1.91) | $ (2.09) | ||
Net loss per share - diluted | (0.43) | (0.46) | (0.88) | (1.30) | (1.91) | (2.09) | ||
Undistributed loss | $ (0.43) | $ (0.46) | $ (0.88) | $ (1.30) | $ (1.91) | (2.09) | ||
Redeemable Common Stock | ||||||||
Numerator: | ||||||||
Allocation of undistributed loss | $ (1,013) | $ (12) | $ (12) | $ (1,025) | $ (2,662) | |||
Net loss attributable to common shareholders | (2,527) | |||||||
Deemed dividend on accretion of redeemable common stock | $ (102) | $ (33) | $ (33) | $ (135) | $ (135) | |||
Denominator: | ||||||||
Weighted average common shares outstanding basic | 2,376,721 | 26,623 | 13,385 | 809,821 | 1,391,381 | |||
Net loss per share - basic | $ (0.38) | $ 0.78 | $ 1.59 | $ (1.10) | $ (1.82) | $ 0 | ||
Net loss per share - diluted | (0.38) | 0.78 | 1.59 | (1.10) | (1.82) | |||
Distributed earnings | 0.04 | 1.24 | 0.17 | 0.09 | ||||
Undistributed loss | $ (0.42) | $ (0.46) | $ (0.88) | $ (1.27) | $ (1.91) |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Company's Potential Anti Dilutive Securities) (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 6,178,036 | 5,548,138 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 1,610,590 | 1,099,357 |
6% convertible exchangeable preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 85 | 85 |
Preferred stock, dividend rate (in percent) | 6% | 6% |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 137,657 | 18,992 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 6,600 | 6,600 |
Series B Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 1,188,725 | 1,188,725 |
Common Stock Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 3,234,379 | 3,234,379 |
Geographic Information (Narrati
Geographic Information (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Revenue | $ 0 | $ 0 | |||||||
Net loss | $ (5,096) | $ (4,575) | $ (4,757) | $ (8,683) | $ (13,779) | $ (13,363) | (21,198) | (18,457) | |
Assets | $ 31,570 | $ 35,895 | $ 45,293 | $ 35,895 | $ 31,570 | $ 45,293 | 28,050 | 43,136 | $ 40,178 |
Long Lived Assets, net | 32 | 64 | |||||||
United Kingdom | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Revenue | 0 | 0 | |||||||
Net loss | (19,215) | (16,833) | |||||||
Assets | 9,830 | 6,992 | |||||||
Long Lived Assets, net | 32 | 64 | |||||||
United States | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Net loss | (1,983) | (1,624) | |||||||
Assets | $ 18,220 | 36,144 | |||||||
Long Lived Assets, net | $ 0 |
Restatement of Quarterly Fina_3
Restatement of Quarterly Financial Information (Restated and Unaudited) - CONSOLIDATED BALANCE SHEETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | |||||||
Non-current deposits | $ 3,465 | $ 3,465 | $ 3,609 | $ 3,529 | $ 2,100 | $ 1,803 | |
Total Assets | 28,050 | 31,570 | 35,895 | 40,178 | 43,136 | 45,293 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Accrued and other current liabilities | 4,950 | 3,489 | 2,940 | 3,473 | 3,296 | 2,140 | |
Total current liabilities | 7,511 | 4,472 | 5,145 | 6,323 | 5,413 | 3,655 | |
Total liabilities | 7,617 | 4,579 | 5,258 | 6,338 | 5,443 | 3,699 | |
Temporary Equity | 1,105 | ||||||
Accumulated deficit | (405,727) | (398,308) | (388,637) | (384,529) | (379,434) | ||
Common Stock | 9 | 10 | 10 | ||||
Additional paid-in capital | 422,973 | 424,010 | 422,960 | ||||
Total stockholders' equity | 15,939 | 22,497 | 29,532 | 33,840 | 37,693 | 41,594 | $ 33,259 |
Total liabilities and stockholders' equity | 28,050 | 31,570 | 35,895 | 40,178 | 43,136 | 45,293 | |
Error in the accounting treatment of contract deposit-related invoices. | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Total stockholders' equity | 29,532 | 33,840 | 37,693 | ||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | |||||||
ASSETS | |||||||
Non-current deposits | 2,916 | 2,916 | 3,060 | 2,980 | 1,551 | 1,509 | |
Total Assets | 27,501 | 31,021 | 35,346 | 39,629 | 42,587 | 44,999 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Accrued and other current liabilities | 4,831 | 3,370 | 2,821 | 3,354 | 3,177 | 2,076 | |
Total current liabilities | 7,392 | 4,353 | 5,026 | 6,204 | 5,294 | 3,591 | |
Total liabilities | 7,498 | 4,460 | 5,139 | 6,219 | 5,324 | 3,635 | |
Accumulated deficit | (406,157) | (398,738) | (389,067) | (384,959) | (379,664) | ||
Common Stock | 11 | ||||||
Additional paid-in capital | 425,114 | ||||||
Total stockholders' equity | 15,509 | 22,067 | 30,207 | 33,410 | 37,263 | 41,364 | |
Total liabilities and stockholders' equity | 27,501 | 31,021 | 35,346 | 39,629 | 42,587 | 44,999 | |
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | |||||||
ASSETS | |||||||
Non-current deposits | 549 | 549 | 549 | 549 | 549 | 294 | |
Total Assets | 549 | 549 | 549 | 549 | 549 | 294 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Accrued and other current liabilities | 119 | 119 | 119 | 119 | 119 | 64 | |
Total current liabilities | 119 | 119 | 119 | 119 | 119 | 64 | |
Total liabilities | 119 | 119 | 119 | 119 | 119 | 64 | |
Temporary Equity | 1,105 | ||||||
Accumulated deficit | 430 | 430 | 430 | 430 | 230 | ||
Common Stock | (1) | ||||||
Additional paid-in capital | (1,104) | ||||||
Total stockholders' equity | 430 | 430 | (675) | 430 | 430 | 230 | |
Total liabilities and stockholders' equity | $ 549 | $ 549 | $ 549 | $ 549 | $ 549 | $ 294 |
Restatement of Quarterly Fina_4
Restatement of Quarterly Financial Information (Restated and Unaudited) - CONSOLIDATED STATEMENTS OF INCOME (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||||||||
Research and development | $ 3,923 | $ 10,590 | $ 20,274 | $ 14,928 | ||||
Total operating expenses | 5,704 | 16,110 | 27,656 | 22,389 | ||||
Operating loss | (5,704) | (16,110) | (27,656) | (22,389) | ||||
Loss before taxes | (5,691) | (15,949) | (25,915) | (22,185) | ||||
Income tax benefit | 934 | 2,586 | (4,717) | (3,728) | ||||
Deemed dividend on accretion of redeemable common stock | $ (102) | $ (33) | $ (33) | $ (135) | (135) | |||
Net loss | $ (5,096) | $ (4,575) | $ (4,757) | $ (8,683) | $ (13,779) | $ (13,363) | (21,198) | (18,457) |
Net loss applicable to common shareholders, diluted | $ (21,399) | $ (18,658) | ||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | $ (0.51) | $ (1.58) | $ (2.09) | |||||
Net loss per share - diluted | $ (0.51) | $ (1.58) | (2.09) | |||||
Common Stock | ||||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | $ (0.43) | $ (0.46) | $ (0.88) | $ (1.30) | $ (1.91) | (2.09) | ||
Net loss per share - diluted | $ (0.43) | $ (0.46) | $ (0.88) | $ (1.30) | $ (1.91) | (2.09) | ||
Redeemable Common Stock | ||||||||
Operating expenses: | ||||||||
Deemed dividend on accretion of redeemable common stock | $ (102) | $ (33) | $ (33) | $ (135) | $ (135) | |||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | $ (0.38) | $ 0.78 | $ 1.59 | $ (1.10) | $ (1.82) | $ 0 | ||
Net loss per share - diluted | (0.38) | 0.78 | 1.59 | (1.10) | $ (1.82) | |||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | ||||||||
Operating expenses: | ||||||||
Research and development | $ 4,217 | $ 10,884 | $ 15,477 | |||||
Total operating expenses | 5,998 | 16,404 | 22,938 | |||||
Operating loss | (5,998) | (16,404) | (22,938) | |||||
Loss before taxes | (5,985) | (16,243) | (22,734) | |||||
Income tax benefit | 998 | 2,650 | (3,847) | |||||
Net loss | $ (4,987) | $ (13,593) | (18,887) | |||||
Net loss applicable to common shareholders, diluted | $ (21,399) | $ (19,088) | ||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | $ (0.54) | $ (1.60) | $ (2.14) | |||||
Net loss per share - diluted | $ (0.54) | $ (1.60) | $ (2.14) | |||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | Common Stock | ||||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | (0.42) | (0.46) | (0.87) | (1.29) | $ (1.90) | |||
Net loss per share - diluted | (0.42) | (0.46) | (0.87) | (1.29) | (1.90) | |||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | ||||||||
Operating expenses: | ||||||||
Research and development | $ (294) | $ (294) | $ (549) | |||||
Total operating expenses | (294) | (294) | (549) | |||||
Operating loss | 294 | 294 | 549 | |||||
Loss before taxes | 294 | 294 | 549 | |||||
Income tax benefit | (64) | (64) | 119 | |||||
Net loss | $ 230 | $ 230 | 430 | |||||
Net loss applicable to common shareholders, diluted | $ 430 | |||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | $ 0.03 | $ 0.02 | $ 0.05 | |||||
Net loss per share - diluted | $ 0.03 | $ 0.02 | $ 0.05 | |||||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | Common Stock | ||||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | (0.01) | (0.01) | (0.01) | (0.01) | ||||
Net loss per share - diluted | (0.01) | (0.01) | (0.01) | (0.01) | ||||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | Redeemable Common Stock | ||||||||
Basic and diluted earnings per common share: | ||||||||
Net loss per share - basic | (0.38) | 0.78 | 1.59 | (1.10) | (1.82) | |||
Net loss per share - diluted | $ (0.38) | $ 0.78 | $ 1.59 | $ (1.10) | $ (1.82) |
Restatement of Quarterly Fina_5
Restatement of Quarterly Financial Information (Restated and Unaudited) - CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss | $ (5,096) | $ (4,575) | $ (4,757) | $ (8,683) | $ (13,779) | $ (13,363) | $ (21,198) | $ (18,457) |
Comprehensive loss | (4,852) | (13,370) | $ (21,766) | (18,459) | ||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss | (4,987) | (13,593) | (18,887) | |||||
Comprehensive loss | (5,082) | (13,600) | ||||||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss | 230 | 230 | $ 430 | |||||
Comprehensive loss | $ 230 | $ 230 |
Restatement of Quarterly Fina_6
Restatement of Quarterly Financial Information (Restated and Unaudited) - CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | $ (5,096) | $ (4,575) | $ (4,757) | $ (8,683) | $ (13,779) | $ (13,363) | $ (21,198) | $ (18,457) | ||
Accumulated deficit | (398,308) | (379,434) | (398,308) | (379,434) | (405,727) | (384,529) | $ (388,637) | |||
Issue of common stock on At Market, net of expenses | 478 | 3,870 | ||||||||
Reclassification of redeemable common stock | (1,636) | |||||||||
Accretion on redeemable common stock | (102) | (33) | (33) | (135) | (135) | |||||
Total stockholders' equity | $ 22,497 | 29,532 | 41,594 | 29,532 | 22,497 | 41,594 | 15,939 | 37,693 | 33,840 | $ 33,259 |
Common Stock | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Issue of common stock on At Market, net of expenses | 0 | 1 | ||||||||
Reclassification of redeemable common stock | (1) | $ (1) | ||||||||
Reclassification of redeemable common stock (in shares) | 9,422,089 | (1,130,000) | ||||||||
Total stockholders' equity | $ 9 | 10 | 10 | 9 | $ 9 | $ 10 | 6 | |||
Number of shares issued (in shares) | 2,078,214 | |||||||||
Additional Paid-in Capital | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Issue of common stock on At Market, net of expenses | 478 | $ 3,869 | ||||||||
Reclassification of redeemable common stock | (1,071) | (1,635) | ||||||||
Accretion on redeemable common stock | (102) | (33) | (135) | |||||||
Total stockholders' equity | 422,542 | 424,010 | 424,010 | 422,542 | 422,973 | 422,960 | 400,071 | |||
Accumulated Other Comprehensive Loss | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total stockholders' equity | (1,316) | (748) | (746) | |||||||
Accumulated Deficit | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | (4,757) | (21,198) | (18,457) | |||||||
Total stockholders' equity | (398,308) | (393,212) | (379,434) | (393,212) | (398,308) | (379,434) | (405,727) | (384,529) | (388,637) | $ (366,072) |
Error in the accounting treatment of contract deposit-related invoices. | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total stockholders' equity | 29,532 | 29,532 | 37,693 | 33,840 | ||||||
Error in the accounting treatment of contract deposit-related invoices. | Common Stock | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Reclassification of redeemable common stock | $ (1) | |||||||||
Reclassification of redeemable common stock (in shares) | 10,552,089 | |||||||||
Total stockholders' equity | $ 10 | 10 | ||||||||
Error in the accounting treatment of contract deposit-related invoices. | Additional Paid-in Capital | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Reclassification of redeemable common stock | (1,071) | |||||||||
Accretion on redeemable common stock | (33) | |||||||||
Total stockholders' equity | 424,010 | 424,010 | ||||||||
Error in the accounting treatment of contract deposit-related invoices. | Accumulated Deficit | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Accumulated deficit | (388,637) | |||||||||
Total stockholders' equity | (393,212) | (393,212) | (384,529) | |||||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | (4,987) | (13,593) | (18,887) | |||||||
Accumulated deficit | (398,738) | (379,664) | (398,738) | (379,664) | (406,157) | (384,959) | (389,067) | |||
Issue of common stock on At Market, net of expenses | 1,581 | |||||||||
Total stockholders' equity | $ 22,067 | $ 30,207 | 41,364 | 30,207 | 22,067 | 41,364 | 15,509 | 37,263 | 33,410 | |
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | Common Stock | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Reclassification of redeemable common stock (in shares) | 9,422,089 | 11,350,289 | ||||||||
Total stockholders' equity | $ 9 | $ 11 | 11 | 9 | ||||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | Additional Paid-in Capital | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Total stockholders' equity | 422,542 | 425,114 | 425,114 | 422,542 | ||||||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | Accumulated Deficit | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | (4,987) | (18,887) | ||||||||
Accumulated deficit | (389,067) | |||||||||
Total stockholders' equity | (398,738) | (393,642) | (379,664) | (393,642) | (398,738) | (379,664) | (406,157) | (384,959) | (389,067) | |
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | 230 | 230 | 430 | |||||||
Accumulated deficit | 430 | 230 | 430 | 230 | 430 | 430 | 430 | |||
Issue of common stock on At Market, net of expenses | (1,581) | |||||||||
Total stockholders' equity | 430 | (675) | 230 | (675) | 430 | 230 | 430 | 430 | 430 | |
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | Common Stock | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Reclassification of redeemable common stock | $ (1) | |||||||||
Reclassification of redeemable common stock (in shares) | (798,200) | |||||||||
Total stockholders' equity | $ (1) | (1) | ||||||||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | Additional Paid-in Capital | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Reclassification of redeemable common stock | (1,071) | |||||||||
Accretion on redeemable common stock | (102) | (33) | ||||||||
Total stockholders' equity | 1,104 | (1,104) | (1,104) | 1,104 | ||||||
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | Accumulated Deficit | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Loss for the period | 230 | 430 | ||||||||
Accumulated deficit | 430 | |||||||||
Total stockholders' equity | $ 430 | $ 430 | $ 230 | $ 430 | $ 430 | $ 230 | $ 430 | $ 430 | $ 430 |
Restatement of Quarterly Fina_7
Restatement of Quarterly Financial Information (Restated and Unaudited) - CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | |||
Net loss | $ (13,363) | $ (18,457) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | 2,361 | $ (3,784) | (4,480) |
Accounts payable, accrued and other current liabilities | 1,259 | $ 2,577 | 3,025 |
Adjustments | |||
Operating activities: | |||
Net loss | 430 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (549) | ||
Accounts payable, accrued and other current liabilities | 119 | ||
Error in the accounting treatment of contract deposit-related invoices. | As previously reported | |||
Operating activities: | |||
Net loss | (13,593) | (18,887) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | 2,655 | (3,931) | |
Accounts payable, accrued and other current liabilities | 1,195 | $ 2,906 | |
Error in the accounting treatment of contract deposit-related invoices. | Adjustments | |||
Operating activities: | |||
Net loss | 230 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (294) | ||
Accounts payable, accrued and other current liabilities | $ 64 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - $ / shares | 12 Months Ended | ||||
Feb. 01, 2023 | Jan. 13, 2023 | Dec. 06, 2022 | Aug. 15, 2022 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Dividend declared, date | Dec. 06, 2022 | ||||
Preferred stock dividend declared, amount per share | $ 0.15 | ||||
Cantor Fitzgerald & Co. [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of share sold under the sales agreement | 3,281,067 | 2,528,642 | |||
Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Dividends payable, date to be paid | Feb. 01, 2023 | ||||
Dividend, record date | Jan. 13, 2023 | ||||
Preferred stock, dividends per share, cash paid | $ 0.15 | ||||
6% convertible exchangeable preferred stock | |||||
Subsequent Event [Line Items] | |||||
Preferred stock dividend declared, amount per share | $ 0.15 |