Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Entity File Number | 001-31791 | |
Entity Registrant Name | GALECTIN THERAPEUTICS INC. | |
Entity Central Index Key | 0001133416 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 04-3562325 | |
Entity Address, Address Line One | 4960 Peachtree Industrial Blvd. | |
Entity Address, Address Line Two | Suite 240 | |
Entity Address, City or Town | Norcross | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30071 | |
City Area Code | 678 | |
Local Phone Number | 620 -3186 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | GALT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,388,518 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 31,606,000 | $ 39,648,000 |
Prepaid expenses and other current assets | 1,901,000 | 2,172,000 |
Total current assets | 33,507,000 | 41,820,000 |
Other assets | 108,000 | 7,000 |
Total assets | 33,615,000 | 41,827,000 |
Current liabilities: | ||
Accounts payable | 1,906,000 | 1,805,000 |
Accrued expenses and other | 7,629,000 | 7,163,000 |
Accrued dividends payable | 0 | 65,000 |
Total current liabilities | 9,535,000 | 9,033,000 |
Convertible notes payable and accrued interest, net of discounts - related party (Note 3) | 29,275,000 | 29,048,000 |
Derivative liabilities (Note 4) | 901,000 | 1,130,000 |
Other liabilities | 97,000 | 0 |
Total liabilities | 39,808,000 | 39,211,000 |
Commitments and contingencies (Note 9) | ||
Series C super dividend redeemable convertible preferred stock; 1,000 shares authorized, 176 shares issued and outstanding at March 31, 2022 and December 31, 2021, redemption value: $8,362,000, liquidation value: $1,760,000 at March 31, 2022 | 1,723,000 | 1,723,000 |
Stockholders' equity (deficit): | ||
Undesignated stock, $0.01 par value; 20,000,000 shares authorized, 20,000,000 designated at March 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Series A 12% convertible preferred stock; 1,742,500 shares authorized, 1,302,500 issued and outstanding at March 31, 2022 and December 31, 2021, liquidation value $1,302,500 at March 31, 2022 | 527,000 | 527,000 |
Common stock, $0.001 par value; 150,000,000 shares authorized at March 31, 2022 and December 31, 2021, 59,388,518 and 59,341,305 issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 59,000 | 59,000 |
Additional paid-in capital | 272,108,000 | 271,001,000 |
Retained deficit | (280,610,000) | (270,694,000) |
Total stockholders' equity (deficit) | (7,916,000) | 893,000 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | $ 33,615,000 | $ 41,827,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY | ||
Series C 6% super dividend redeemable convertible preferred stock, shares authorized (in shares) | 1,000 | 1,000 |
Series C 6% super dividend redeemable convertible preferred stock, shares issued (in shares) | 176 | 176 |
Series C 6% super dividend redeemable convertible preferred stock, shares outstanding (in shares) | 176 | 176 |
Series C 6% super dividend redeemable convertible preferred stock, redemption value | $ 8,362,000 | |
Series C 6% super dividend redeemable convertible preferred stock liquidation value | $ 1,760,000 | |
Stockholders' equity (deficit): | ||
Undesignated stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Undesignated stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Undesignated stock, shares designated (in shares) | 20,000,000 | 20,000,000 |
Series A 12% convertible preferred stock, shares authorized (in shares) | 1,742,500 | 1,742,500 |
Series A 12% convertible preferred stock, shares issued (in shares) | 1,302,500 | 1,302,500 |
Series A 12% convertible preferred stock, shares outstanding (in shares) | 1,302,500 | 1,302,500 |
Series A 12% convertible preferred stock, liquidation value | $ 1,302,500 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 59,388,518 | 59,341,305 |
Common stock, outstanding (in shares) | 59,388,518 | 59,341,305 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 8,058 | $ 4,899 |
General and administrative | 1,877 | 1,418 |
Total operating expenses | 9,935 | 6,317 |
Total operating loss | (9,935) | (6,317) |
Other income (expense): | ||
Interest income | 1 | 1 |
Change in fair value of derivatives | 229 | 0 |
Interest expense | (227) | (22) |
Total other income (expense) | 3 | (21) |
Net loss | (9,932) | (6,338) |
Preferred stock dividends | 16 | (2) |
Net loss applicable to common stockholders | $ (9,916) | $ (6,340) |
Net loss per common share - basic (in dollars per share) | $ (0.17) | $ (0.11) |
Net loss per common share - diluted (in dollars per share) | $ (0.17) | $ (0.11) |
Weighted average common shares outstanding - basic (in shares) | 59,354 | 57,132 |
Weighted average common shares outstanding - diluted (in shares) | 59,354 | 57,132 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (9,932) | $ (6,338) | |
Adjustments to reconcile net loss to net cash flows from operating activities: | |||
Stock-based compensation expense | 858 | 254 | |
Amortization of right to use lease asset | 10 | 10 | |
Non-cash interest expense | 80 | 22 | |
Change in fair value of derivative liabilities | (229) | 0 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | 160 | 289 | |
Accounts payable, accrued expenses and other liabilities | 864 | (619) | |
Accrued interest on convertible debt - related party | 147 | 0 | |
Net cash from operating activities | (8,042) | (6,382) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from issuance of common stock and warrants | 0 | 0 | |
Net cash flows from financing activities | 0 | 0 | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (8,042) | (6,382) | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 39,648 | 27,142 | $ 27,142 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 31,606 | 20,760 | $ 39,648 |
NONCASH FINANCING ACTIVITIES: | |||
Payment of preferred stock dividends in common stock | 49 | 67 | |
Reclassification of accrued bonus to additional paid in capital | 200 | 60 | |
Noncash right to use lease asset | $ 111 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands | Preferred Stock [Member]Series A 12% Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Deficit [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 1,723 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 176 | ||||
Ending balance at Mar. 31, 2021 | $ 1,723 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 176 | ||||
Beginning balance at Dec. 31, 2020 | $ 527 | $ 56 | $ 261,883 | $ (239,996) | $ 22,470 |
Beginning balance (in shares) at Dec. 31, 2020 | 1,302,500 | 57,077,055 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Series A 12% convertible preferred stock dividend | 28 | 10 | 38 | ||
Series A 12% convertible preferred stock dividend (in shares) | 13,025 | ||||
Series C super dividend redeemable convertible preferred stock dividend | 39 | (12) | 27 | ||
Series C super dividend redeemable convertible preferred stock dividend (in shares) | 17,600 | ||||
Issuance of common stock for exercise of options (in shares) | 46,282 | ||||
Stock-based compensation expense | 314 | 314 | |||
Stock-based compensation expense (in shares) | 32,693 | ||||
Net loss | (6,338) | (6,338) | |||
Ending balance at Mar. 31, 2021 | $ 527 | $ 56 | 262,264 | (246,336) | 16,511 |
Ending balance (in shares) at Mar. 31, 2021 | 1,302,500 | 57,186,655 | |||
Beginning balance at Dec. 31, 2021 | $ 1,723 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 176 | ||||
Ending balance at Mar. 31, 2022 | $ 1,723 | ||||
Ending balance (in shares) at Mar. 31, 2022 | 176 | ||||
Beginning balance at Dec. 31, 2021 | $ 527 | $ 59 | 271,001 | (270,694) | $ 893 |
Beginning balance (in shares) at Dec. 31, 2021 | 1,302,500 | 59,341,305 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Series A 12% convertible preferred stock dividend | 20 | 18 | 38 | ||
Series A 12% convertible preferred stock dividend (in shares) | 13,025 | ||||
Series C super dividend redeemable convertible preferred stock dividend | 29 | (2) | 27 | ||
Series C super dividend redeemable convertible preferred stock dividend (in shares) | 17,600 | ||||
Stock-based compensation expense | 1,058 | 1,058 | |||
Stock-based compensation expense (in shares) | 16,588 | ||||
Net loss | (9,932) | (9,932) | |||
Ending balance at Mar. 31, 2022 | $ 527 | $ 59 | $ 272,108 | $ (280,610) | $ (7,916) |
Ending balance (in shares) at Mar. 31, 2022 | 1,302,500 | 59,388,518 |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation and Liquidity [Abstract] | |
Basis of Presentation | 1. Basis of Presentation and Liquidity Galectin Therapeutics Inc. and subsidiaries (the “Company”) is a clinical stage biopharmaceutical company that is applying its leadership in galectin science and drug development to create new therapies for fibrotic disease and cancer. These candidates are based on the Company’s targeting of galectin proteins which are key mediators of biologic and pathologic function. These compounds also may have application for drugs to treat other diseases and chronic health conditions. The unaudited condensed consolidated financial statements as reported in this Quarterly Report on Form 10-Q reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of the Company as of March 31, 2022 and the results of its operations for the three months ended March 31, 2022 and 2021 and its cash flows for the three months ended March 31, 2022 and 2021. All adjustments made to the interim financial statements include all those of a normal and recurring nature. Amounts presented in the condensed consolidated balance sheet as of December 31, 2021 are derived from the Company’s audited consolidated financial statements as of that date, but do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date these financial statements are available to be issued. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. The unaudited condensed consolidated financial statements of the Company should be read in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2021. The Company has operated at a loss since its inception and has had no revenues. The Company anticipates that losses will continue for the foreseeable future. At March 31, 2022, the Company had $31,606,000 of unrestricted cash and cash equivalents available to fund future operations. The Company believes there is sufficient cash to fund currently planned operations at least through May 16, 2023. We will require more cash to fund our operations after May 16, 2023 and believe we will be able to obtain additional financing. The currently planned operations include costs related to our adaptively designed NAVIGATE Phase 2b/3 clinical trial. Currently, we expect to require an additional approximately $40-$45 million to cover costs of the trial to reach the planned interim analysis estimated to occur in mid-2024 along with drug manufacturing and other scientific support activities and general and administrative costs. However, there can be no assurance that we will be successful in obtaining such new financing or, if available, that such financing will be on terms favorable to us. If we are unsuccessful in raising additional capital to fund operations before May 16, 2023, we may be required to cease operations. Accordingly, based on the forecasts and estimates underlying our current operating plan, the financial statements do not currently include any adjustments that might be necessary if we are unable to continue as a going concern. The Company was founded in July 2000, was incorporated in the State of Nevada in January 2001 under the name “Pro-Pharmaceuticals, Inc.,” and changed its name to “Galectin Therapeutics Inc.” on May 26, 2011. |
Accrued Expenses and Other
Accrued Expenses and Other | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses and Other [Abstract] | |
Accrued Expenses and Other | 2. Accrued Expenses and Other Accrued expenses consist of the following: March 31, December 31, 2021 (in thousands) Legal and accounting fees $ 90 $ 68 Accrued compensation 300 728 Lease liability 14 8 Accrued research and development costs and other 7,225 6,359 Total $ 7,629 $ 7,163 Research and development expenses, including personnel costs, allocated facility costs, lab supplies, outside services, contract laboratory costs related to manufacturing drug product, clinical trials and preclinical studies are charged to research and development expense as incurred. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expense when the service has been performed or when the goods have been received. Our current NAVIGATE clinical trial is being supported by third-party contract research organizations, or CROs, and other vendors. We accrue expenses for clinical trial activities performed by CROs based upon the estimated amount of work completed on each trial. For clinical trial expenses and related expenses associated with the conduct of clinical trials, the significant factors used in estimating accruals include the number of patients enrolled, the number of active clinical sites, and the duration for which the patients have been enrolled in the trial. We monitor patient enrollment levels and related activities to the extent possible through internal reviews, review of contractual terms and correspondence with CROs. We base our estimates on the best information available at the time. We monitor patient enrollment levels and related activities to the extent possible through discussions with CRO personnel and based our estimates of clinical trial costs on the best information available at the time. However, additional information may become available to us which will allow us to make a more accurate estimate in future periods. In that event, we may be required to record adjustments to research and development expenses in future periods when the actual level of activity becomes more certain. |
Convertible Notes Payable - Rel
Convertible Notes Payable - Related Party | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Notes Payable - Related Party [Member] | |
Debt Instrument [Line Items] | |
Convertible Notes Payable - Related Party | 3. Convertible Notes Payable – Related Party On April 16, 2021, the Company and Richard E. Uihlein entered into a debt financing arrangement whereby Mr. Uihlein loaned $10,000,000 to Company. In consideration for the loan, the Company issued a convertible promissory note (the “April Note”) in the principal amount of ten million dollars. The April Note has a maturity date of April 16, 2025, is prepayable at the option of the Company in whole or in part at any time and is convertible into the Company’s common stock at a conversion price equal to $5.00 per share at the option of the noteholder. The April Note bears interest at the rate of two percent (2%) per annum, compounded annually. For the three months ended March 31, 2022, approximately $49,000 of interest expense was accrued and included with the principal in the financial statements. Inception to March 31, 2022, approximately $191,000 of interest expense has been accrued and included with the principal balance. The April Note also includes a contingent interest component that requires the Company to pay additional interest at a rate of two and one-half percent (2.5%) per quarter (10% per annum) (the “Additional Interest”) beginning on the date of issuance of this Note and ending on the maturity date, provided however, that such payment is only required if and only if the noteholder elects to convert the entire balance of the April Note into the Company’s common stock on or prior to maturity. As the contingent event is not based on creditworthiness, such feature is not clearly and closely related to the host instrument and accordingly must be bifurcated and recognized as a derivative liability and a debt discount on the April Note at its inception. The fair value of the contingent interest derivative liability was $420,000 and $391,000 at note inception (April 16, 2021) and March 31, 2022, respectively, and is recognized as a derivative liability in the consolidated balance sheet. The change in the fair value of the derivative liability from December 31, 2021 to March 31, 2022 of ($104,000) was charged to other income for the three months ended March 31, 2022. The amortization of the debt discount of $420,000 recorded initially upon note inception of $26,000 was recorded as additional interest expense for the for the three months ended March 31, 2022. On September 17, 2021, the Company and Mr. Uihlein entered into a loan agreement in the aggregate of $20,000,000 (the “Loan Agreement”) to be funded in two closings and evidenced by two separate unsecured convertible promissory notes. The first of the two promissory notes was also executed and delivered on September 17, 2021, (the “September Note”) to evidence the first loan in the principal amount of $10,000,000. The second closing under the Loan Agreement for the remaining $10,000,000 occurred on December 20, 2021. The September Note has a maturity date of September 17, 2025, is prepayable at the option of the Company in whole or in part at any time and is convertible into the Company’s common stock at a conversion price equal to $8.64 per share at the option of the noteholder. The September Note bears interest at the rate of two percent (2%) per annum, compounded annually. For the three months ended March 31, 2022, approximately $49,000 of interest expense was accrued and included with the principal in the financial statements. Inception to March 31, 2022, approximately $107,000 of interest expense has been accrued and included with the principal balance. The September Note also includes a contingent interest component that requires the Company to pay additional interest at a rate of two and one-half percent (2.5%) per quarter (10% per annum) (the “Additional Interest”) beginning on the date of issuance of this Note and ending on the maturity date, provided however, that such payment is only required if and only if the noteholder elects to convert the entire balance of the September Note into the Company’s common stock on or prior to maturity. As the contingent event is not based on creditworthiness, such feature is not clearly and closely related to the host instrument and accordingly must be bifurcated and recognized as a derivative liability and a debt discount on the September Note at its inception. The fair value of the contingent interest derivative liability was $433,000 and $188,000 at note inception (September 17, 2021) and March 31, 2022, respectively, and is recognized as a derivative liability in the consolidated balance sheet. The change in the fair value of the derivative liability from December 31, 2021 to March 31, 2022 of ($62,000) was recorded to other income for the three months ended March 31, 2022. The amortization of the debt discount of $433,000 recorded initially upon note inception of $27,000 was recorded as additional interest expense for the three months ended March 31, 2022. On December 20, 2021, the second of the two promissory notes under the Loan Agreement was executed and delivered, (the “December Note”) to evidence the second loan in the principal amount of $10,000,000. The December Note has a maturity date of December 20, 2025, is prepayable at the option of the Company in whole or in part at any time and is convertible into the Company’s common stock at a conversion price equal to $5.43 per share at the option of the noteholder. The December Note bears interest at the rate of two percent (2%) per annum, compounded annually. For the three months ended March 31, 2022, approximately $49,000 of interest expense was accrued and included with the principal in the financial statements. Inception to March 31, 2022, approximately $56,000 of interest expense has been accrued and included with the principal balance. The December Note also includes a contingent interest component that requires the Company to pay additional interest at a rate of two and one-half percent (2.5%) per quarter (10% per annum) (the “Additional Interest”) beginning on the date of issuance of this Note and ending on the maturity date, provided however, that such payment is only required if and only if the noteholder elects to convert the entire balance of the December Note into the Company’s common stock on or prior to maturity. As the contingent event is not based on creditworthiness, such feature is not clearly and closely related to the host instrument and accordingly must be bifurcated and recognized as a derivative liability and a debt discount on the December Note at its inception. The fair value of the contingent interest derivative liability was $415,000 and $323,000 at note inception (December 20, 2021) and March 31, 2022, respectively, and is recognized as a derivative liability in the consolidated balance sheet. The change in the fair value of the derivative liability from December 31, 2021 to March 31, 2022 of ($63,000) was recorded to other income for three months ended March 31, 2022. The amortization of the debt discount of $415,000 recorded initially upon note inception of $26,000 was recorded as additional interest expense for the for three months ended March 31, 2022. The Company’s contractual cash obligations related to the outstanding convertible notes payable is a repayment of the April Note of the $10,000,000 plus accrued interest on April 16, 2025 and a repayment of the September Note of the $10,000,000 plus accrued interest on September 17, 2025 and a repayment of the December Note of the $10,000,000 plus accrued interest on December 30, 2025, unless converted at the option of the noteholder. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 4. Fair Value of Financial Instruments The Company has certain financial assets and liabilities recorded at fair value. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts reflected in the consolidated balance sheets for cash equivalents, accounts payable and accrued expenses approximate their carrying value due to their short-term nature. There were no level 2 assets or liabilities at March 31, 2022 or December 31, 2021. See below for Fair Value of Derivatives related to Convertible Notes Payable at March 31, 2022 and December 31, 2021, which are level 3 liabilities. Assets and liabilities measured and recorded at fair value on a recurring basis at March 31, 2022 were as follows: Level 1 Level 2 Level 3 Total Derivative Liability – Contingent Interest April Note $ — $ — $ 391,000 $ 391,000 Derivative Liability – Contingent Interest September Note $ — $ — $ 188,000 $ 188,000 Derivative Liability – Contingent Interest December Note $ — $ — $ 323,000 $ 323,000 The April Note derivative liability – contingent interest was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at inception, and at March 31, 2022 are as follows Inception March 31, 2022 Stock Price $ 2.19 $ 1.61 Conversion Price of conversion feature $ 5.00 $ 5.00 Term 4 years 3.04 years Risk Free Interest Rate 0.59 % 2.45 % Credit Adjusted Discount Rate 7.60 % 10.25 % Volatility 88 % 78 % Dividend Rate 0 % 0 % The roll forward of the April Note derivative liability – contingent interest is as follows: Balance – December 31, 2020 $ — Issuance of April convertible note payable – related party 420,000 Fair Value Adjustment 75,000 Balance – December 31, 2021 $ 495,000 Fair Value Adjustment (104,000 ) Balance – March 31, 2022 $ 391,000 The September Note derivative liability – contingent interest was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at inception, and at March 31, 2022 are as follows: Inception March 31 2022 Stock Price $ 4.06 $ 1.61 Conversion Price of conversion feature $ 8.64 $ 8.64 Term 4 years 3.47 Risk Free Interest Rate 0.68 % 2.45 % Credit Adjusted Discount Rate 7.59 % 10.25 % Volatility 91 % 78 % Dividend Rate 0 % 0 % The roll forward of the September Note derivative liability – contingent interest is as follows: Balance – December 31, 2020 $ — Issuance of September convertible note payable – related party 433,000 Fair Value Adjustment (183,000 ) Balance – December 31, 2021 $ 250,000 Fair Value Adjustment (62,000 ) Balance – March 31, 2022 $ 188,000 The December Note derivative liability – contingent interest was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at inception, and at March 31, 2022 are as follows: Inception March 31, 2022 Stock Price $ 2.32 $ 1.61 Conversion Price of conversion feature $ 5.43 $ 5.43 Term 4 years 3.73 years Risk Free Interest Rate 1.04 % 2.44 % Credit Adjusted Discount Rate 8.54 % 10.25 % Volatility 86 % 79 % Dividend Rate 0 % 0 % The roll forward of the December Note derivative liability – contingent interest is as follows: Balance – December 31, 2020 $ — Issuance of September convertible note payable – related party 415,000 Fair Value Adjustment (30,000 ) Balance – December 31, 2021 $ 385,000 Fair Value Adjustment (62,000 ) Balance – March 31, 2022 $ 323,000 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 5. Stock-Based Compensation Following is the stock-based compensation expense related to common stock options, restricted common stock, common stock warrants and deferred stock units: Three Months Ended 2022 2021 Research and development $ 225 $ 67 General and administrative 633 187 Total stock-based compensation expense $ 858 $ 254 The following table summarizes the stock option activity in the Company’s equity incentive plans, including non-plan grants to Company executives, from December 31, 2021 through March 31, 2022: Shares Weighted Average Outstanding, December 31, 2021 4,895,561 $ 3.14 Granted 745,000 1.98 Exercised — Options forfeited/cancelled (10,000 ) 4.50 Outstanding, March 31, 2022 5,630,561 $ 2.98 As of March 31, 2021, there was $3,995,000 of unrecognized compensation related to 2,945,001 unvested options, which is expected to be recognized over a weighted–average period of approximately 1.75 years. The weighted-average grant date fair value for options granted during the three months ended March 31, 2022 was $1.48. The Company granted 745,000 stock options during the three months ended March 31, 2022. The fair value of all other options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: Three Three 2022 2021 Risk-free interest rate 1.23 % 0.54 % Expected life of the options 5.5 years 6 years Expected volatility of the underlying stock 95 % 91 % Expected dividend rate 0 % 0 % In January 2022, the Company’s board chairman elected to take restricted stock grants in lieu of cash retainers for 2022. A total of 17,677 shares of restricted stock valued at approximately $35,000 is being amortized to expense on a straight-line basis until December 31, 2022 when the stock vests in full. In March 2021, the Company’s board chairman elected to take a restricted stock grant in lieu of cash retainers for 2021. A total of 16,588 shares of restricted stock valued at approximately $35,000 was amortized to expense on a straight-line basis until December 31, 2021 when the stock vested in full. In September 2020, the Company entered into an employment agreement with its new Chief Executive Officer whereby 20% of his base salary and performance bonuses will be paid in cash, and 80% will be paid in the form of deferred stock units (“ DSUs |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Warrants [Abstract] | |
Common Stock Warrants | 6. Common Stock Warrants The following table summarizes the common stock warrant activity from December 31, 2021 through March 31, 2022: Shares Weighted Average Outstanding, December 31, 2021 10,857,964 $ 4.37 Granted — — Exercised — — Forfeited/cancelled — — Outstanding, March 31, 2022 10,857,964 $ 4.37 The weighted average expiration of the warrants outstanding as of March 31, 2022 is 2.5 years. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Loss Per Share [Abstract] | |
Loss Per Share | 7. Loss Per Share Basic net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares and other potential common shares then outstanding. Potential common shares consist of common shares issuable upon the assumed exercise of in-the-money stock options and warrants and potential common shares related to the conversion of the preferred stock. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: March 31, 2022 March 31, 2021 Warrants to purchase shares of common stock 10,857,964 12,538,204 Options to purchase shares of common stock 5,630,561 5,762,575 Shares of common stock issuable upon conversion of convertible notes payable 5,365,259 — Shares of common stock issuable upon conversion of preferred stock 510,424 510,424 22,364,208 18,811,203 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock [Abstract] | |
Common Stock | 8. Common Stock 2020 At Market Issuance of Common Stock On May 11, 2020, the Company entered into an At Market Issuance Sales Agreement (the “2020 At Market Agreement”) with a sales agent under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $40.0 million from time to time through the sales agent. Sales of the Company’s common stock through the sales agent, if any, will be made by any method that is deemed an “at the market” offering as defined by the U.S. Securities and Exchange Commission. The Company will pay to the sales agent a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the sales agent under the 2020 At Market Agreement. During the quarter ended March 31, 2022, there were no issuances of shares of common stock under the 2020 At Market Agreement. For each of the three months ended March 31, 2022 and 2021, the Company issued a total of 30,625 and 30,625 shares of common stock, respectively, for dividends on Series A and Series C Preferred Stock. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Other Legal Proceedings The Company records accruals for such contingencies to the extent that the Company concludes that their occurrence is probable and the related damages are estimable. There are no significant pending legal proceedings. Clinical Trial and Research Commitments The Company has entered into agreements with contractors for research and development activities to further its product candidates. The contracts generally may be canceled at any time by providing thirty days’ notice. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases The Company has one operating lease for its office space which was amended effective March 1, 2022 for a term of 38 months with no residual value guarantees or material restrictive covenants. The amended lease provided for free rent for the first six and a half months other assets accrued expenses other liabilities Maturity of operating lease as of March 31, 2022 in thousands: 2022 14 2023 50 2024 51 2025 18 Total 133 Less imputed interest 22 Present value of lease liability $ 111 The discount rate used in calculating the present value of the lease payments was 11% |
Galectin Sciences LLC
Galectin Sciences LLC | 3 Months Ended |
Mar. 31, 2022 | |
Galectin Sciences LLC [Abstract] | |
Galectin Sciences LLC | 11. Galectin Sciences LLC In January 2014, we created Galectin Sciences, LLC (the “LLC” or “Investee”), a collaborative joint venture co-owned by SBH Sciences, Inc. (“SBH”), to research and develop small organic molecule inhibitors of galectin-3 for oral administration. The LLC was initially capitalized with a $400,000 cash investment to fund future research and development activities, which was provided by the Company, and specific in-process research and development (“IPR&D”) contributed by SBH. The estimated fair value of the IPR&D contributed by SBH, on the date of contribution, was $400,000. Initially, the Company and SBH each had a 50% equity ownership interest in the LLC, with neither party having control over the LLC. Accordingly, from inception through the fourth quarter of 2014, the Company accounted for its investment in the LLC using the equity method of accounting. Under the equity method of accounting, the Company’s investment was initially recorded at cost with subsequent adjustments to the carrying value to recognize additional investments in or distributions from the Investee, as well as the Company’s share of the Investee’s earnings, losses and/or changes in capital. The estimated fair value of the IPR&D contributed to the LLC was immediately expensed upon contribution as there was no alternative future use available at the point of contribution. The operating agreement provides that if either party does not desire to contribute its equal share of funding required after the initial capitalization, then the other party, providing all of the funding, will have its ownership share increased in proportion to the total amount contributed from inception. In the fourth quarter of 2014, after the LLC had expended the $400,000 in cash, SBH decided not to contribute its share of the funding required. Cumulatively, the Company has contributed a total of $3,068,000, including $43,000 for the three months ended March 31, 2022, for expenses of the LLC. Since the end of 2014, SBH has contributed $158,000 for expenses in the LLC. As of March 31, 2022, the Company’s ownership percentage in the LLC was 84.6%. The Company accounts for the interest in the LLC as a consolidated, less than wholly owned subsidiary. Because the LLC’s equity is immaterial, the value of the non-controlling interest is also deemed to be immaterial. |
Accrued Expenses and Other (Tab
Accrued Expenses and Other (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses and Other [Abstract] | |
Accrued Expenses | Accrued expenses consist of the following: March 31, December 31, 2021 (in thousands) Legal and accounting fees $ 90 $ 68 Accrued compensation 300 728 Lease liability 14 8 Accrued research and development costs and other 7,225 6,359 Total $ 7,629 $ 7,163 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Assets and Liabilities Measured and Recorded at Fair Value on Recurring Basis | Assets and liabilities measured and recorded at fair value on a recurring basis at March 31, 2022 were as follows: Level 1 Level 2 Level 3 Total Derivative Liability – Contingent Interest April Note $ — $ — $ 391,000 $ 391,000 Derivative Liability – Contingent Interest September Note $ — $ — $ 188,000 $ 188,000 Derivative Liability – Contingent Interest December Note $ — $ — $ 323,000 $ 323,000 |
April Note [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Key Assumptions Used in Model at Inception | The April Note derivative liability – contingent interest was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at inception, and at March 31, 2022 are as follows Inception March 31, 2022 Stock Price $ 2.19 $ 1.61 Conversion Price of conversion feature $ 5.00 $ 5.00 Term 4 years 3.04 years Risk Free Interest Rate 0.59 % 2.45 % Credit Adjusted Discount Rate 7.60 % 10.25 % Volatility 88 % 78 % Dividend Rate 0 % 0 % |
Roll Forward of Derivative Liability - Contingent Interest | The roll forward of the April Note derivative liability – contingent interest is as follows: Balance – December 31, 2020 $ — Issuance of April convertible note payable – related party 420,000 Fair Value Adjustment 75,000 Balance – December 31, 2021 $ 495,000 Fair Value Adjustment (104,000 ) Balance – March 31, 2022 $ 391,000 |
September Note [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Key Assumptions Used in Model at Inception | The September Note derivative liability – contingent interest was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at inception, and at March 31, 2022 are as follows: Inception March 31 2022 Stock Price $ 4.06 $ 1.61 Conversion Price of conversion feature $ 8.64 $ 8.64 Term 4 years 3.47 Risk Free Interest Rate 0.68 % 2.45 % Credit Adjusted Discount Rate 7.59 % 10.25 % Volatility 91 % 78 % Dividend Rate 0 % 0 % |
Roll Forward of Derivative Liability - Contingent Interest | The roll forward of the September Note derivative liability – contingent interest is as follows: Balance – December 31, 2020 $ — Issuance of September convertible note payable – related party 433,000 Fair Value Adjustment (183,000 ) Balance – December 31, 2021 $ 250,000 Fair Value Adjustment (62,000 ) Balance – March 31, 2022 $ 188,000 |
December Note [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Key Assumptions Used in Model at Inception | The December Note derivative liability – contingent interest was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at inception, and at March 31, 2022 are as follows: Inception March 31, 2022 Stock Price $ 2.32 $ 1.61 Conversion Price of conversion feature $ 5.43 $ 5.43 Term 4 years 3.73 years Risk Free Interest Rate 1.04 % 2.44 % Credit Adjusted Discount Rate 8.54 % 10.25 % Volatility 86 % 79 % Dividend Rate 0 % 0 % |
Roll Forward of Derivative Liability - Contingent Interest | The roll forward of the December Note derivative liability – contingent interest is as follows: Balance – December 31, 2020 $ — Issuance of September convertible note payable – related party 415,000 Fair Value Adjustment (30,000 ) Balance – December 31, 2021 $ 385,000 Fair Value Adjustment (62,000 ) Balance – March 31, 2022 $ 323,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation [Abstract] | |
Components of Stock-Based Compensation Expense | Following is the stock-based compensation expense related to common stock options, restricted common stock, common stock warrants and deferred stock units: Three Months Ended 2022 2021 Research and development $ 225 $ 67 General and administrative 633 187 Total stock-based compensation expense $ 858 $ 254 |
Stock Option Activity | The following table summarizes the stock option activity in the Company’s equity incentive plans, including non-plan grants to Company executives, from December 31, 2021 through March 31, 2022: Shares Weighted Average Outstanding, December 31, 2021 4,895,561 $ 3.14 Granted 745,000 1.98 Exercised — Options forfeited/cancelled (10,000 ) 4.50 Outstanding, March 31, 2022 5,630,561 $ 2.98 |
Weighted Average Assumptions Used to Determine Fair Value of Options Granted | The fair value of all other options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: Three Three 2022 2021 Risk-free interest rate 1.23 % 0.54 % Expected life of the options 5.5 years 6 years Expected volatility of the underlying stock 95 % 91 % Expected dividend rate 0 % 0 % |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Warrants [Abstract] | |
Common Stock Warrant Activity | The following table summarizes the common stock warrant activity from December 31, 2021 through March 31, 2022: Shares Weighted Average Outstanding, December 31, 2021 10,857,964 $ 4.37 Granted — — Exercised — — Forfeited/cancelled — — Outstanding, March 31, 2022 10,857,964 $ 4.37 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Loss Per Share [Abstract] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: March 31, 2022 March 31, 2021 Warrants to purchase shares of common stock 10,857,964 12,538,204 Options to purchase shares of common stock 5,630,561 5,762,575 Shares of common stock issuable upon conversion of convertible notes payable 5,365,259 — Shares of common stock issuable upon conversion of preferred stock 510,424 510,424 22,364,208 18,811,203 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Maturity of Operating Lease | Maturity of operating lease as of March 31, 2022 in thousands: 2022 14 2023 50 2024 51 2025 18 Total 133 Less imputed interest 22 Present value of lease liability $ 111 |
Basis of Presentation and Liq_2
Basis of Presentation and Liquidity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation [Abstract] | ||
Cash and cash equivalents | $ 31,606,000 | $ 39,648,000 |
Minimum [Member] | ||
Basis of Presentation [Abstract] | ||
Additional estimated costs of clinical trial and general overhead | 40,000,000 | |
Maximum [Member] | ||
Basis of Presentation [Abstract] | ||
Additional estimated costs of clinical trial and general overhead | $ 45,000,000 |
Accrued Expenses and Other (Det
Accrued Expenses and Other (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other [Abstract] | ||
Legal and accounting fees | $ 90,000 | $ 68,000 |
Accrued compensation | 300,000 | 728,000 |
Lease liability | 14,000 | 8,000 |
Accrued research and development costs and other | 7,225,000 | 6,359,000 |
Total | $ 7,629,000 | $ 7,163,000 |
Convertible Notes Payable - R_2
Convertible Notes Payable - Related Party (Details) | Dec. 30, 2025USD ($) | Sep. 17, 2025USD ($) | Apr. 16, 2025USD ($) | Dec. 20, 2021USD ($)PromissoryNote$ / shares | Sep. 17, 2021USD ($)PromissoryNoteloan | Apr. 16, 2021USD ($) | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2022USD ($)$ / shares | Dec. 31, 2021USD ($) |
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Fair value of derivative liability | $ 901,000 | $ 901,000 | $ 901,000 | $ 901,000 | $ 1,130,000 | |||||||
Change in fair value of derivative | 229,000 | $ 0 | ||||||||||
April Note [Member] | ||||||||||||
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Change in fair value of derivative | (104,000) | |||||||||||
Amortization of debt discount | 420,000 | |||||||||||
Additional interest expense | $ 26,000 | |||||||||||
April Note [Member] | Forecast [Member] | ||||||||||||
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Convertible note payable repayment | $ 10,000,000 | |||||||||||
April Note [Member] | Richard E. Uihlein [Member] | ||||||||||||
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Debt financing arrangement | $ 10,000,000 | |||||||||||
Convertible note principal | $ 10,000,000 | |||||||||||
Maturity date | Apr. 16, 2025 | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 5 | $ 5 | $ 5 | $ 5 | ||||||||
Interest rate compounded annually | 2.00% | 2.00% | 2.00% | 2.00% | ||||||||
Accrued interest expense | $ 49,000 | $ 191,000 | ||||||||||
Additional interest rate per quarter | 2.50% | |||||||||||
Additional interest rate per annum from issuance date to maturity date period | 10.00% | |||||||||||
Fair value of derivative liability | $ 420,000 | 391,000 | $ 391,000 | $ 391,000 | $ 391,000 | |||||||
September Note [Member] | ||||||||||||
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Change in fair value of derivative | (62,000) | |||||||||||
Amortization of debt discount | 433,000 | |||||||||||
Additional interest expense | $ 27,000 | |||||||||||
September Note [Member] | Forecast [Member] | ||||||||||||
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Convertible note payable repayment | $ 10,000,000 | |||||||||||
September Note [Member] | Richard E. Uihlein [Member] | ||||||||||||
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Debt financing arrangement | $ 20,000,000 | |||||||||||
Maturity date | Sep. 17, 2025 | |||||||||||
Number of loans closing | loan | 2 | |||||||||||
Number of promissory notes evidenced by loans agreement | PromissoryNote | 2 | |||||||||||
Number of promissory notes executed | PromissoryNote | 2 | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 8.64 | $ 8.64 | $ 8.64 | $ 8.64 | ||||||||
Interest rate compounded annually | 2.00% | 2.00% | 2.00% | 2.00% | ||||||||
Accrued interest expense | $ 49,000 | $ 107,000 | ||||||||||
Additional interest rate per quarter | 2.50% | |||||||||||
Additional interest rate per annum from issuance date to maturity date period | 10.00% | |||||||||||
Fair value of derivative liability | $ 433,000 | $ 188,000 | $ 188,000 | 188,000 | $ 188,000 | |||||||
First Closing [Member] | Richard E. Uihlein [Member] | ||||||||||||
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Debt financing arrangement | $ 10,000,000 | |||||||||||
Second Closing [Member] | Richard E. Uihlein [Member] | ||||||||||||
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Debt financing arrangement | $ 10,000,000 | |||||||||||
December Note [Member] | ||||||||||||
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Convertible note principal | $ 10,000,000 | |||||||||||
Maturity date | Dec. 20, 2025 | |||||||||||
Number of promissory notes evidenced by loans agreement | PromissoryNote | 2 | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 5.43 | |||||||||||
Interest rate compounded annually | 2.00% | |||||||||||
Accrued interest expense | $ 49,000 | 56,000 | ||||||||||
Additional interest rate per quarter | 2.50% | |||||||||||
Additional interest rate per annum from issuance date to maturity date period | 10.00% | |||||||||||
Fair value of derivative liability | $ 415,000 | 323,000 | $ 323,000 | $ 323,000 | $ 323,000 | |||||||
Change in fair value of derivative | (63,000) | |||||||||||
Amortization of debt discount | 415,000 | |||||||||||
Additional interest expense | $ 26,000 | |||||||||||
December Note [Member] | Forecast [Member] | ||||||||||||
Convertible Notes Payable - Related Party [Abstract] | ||||||||||||
Convertible note payable repayment | $ 10,000,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments, Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | $ 901,000 | $ 1,130,000 | |
April Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 391,000 | 495,000 | $ 0 |
September Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 188,000 | 250,000 | 0 |
December Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 323,000 | 385,000 | $ 0 |
Recurring [Member] | Level 2 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Assets | 0 | 0 | |
Liabilities | 0 | $ 0 | |
Recurring [Member] | April Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 391,000 | ||
Recurring [Member] | April Note [Member] | Level 1 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 0 | ||
Recurring [Member] | April Note [Member] | Level 2 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 0 | ||
Recurring [Member] | April Note [Member] | Level 3 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 391,000 | ||
Recurring [Member] | September Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 188,000 | ||
Recurring [Member] | September Note [Member] | Level 1 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 0 | ||
Recurring [Member] | September Note [Member] | Level 2 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 0 | ||
Recurring [Member] | September Note [Member] | Level 3 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 188,000 | ||
Recurring [Member] | December Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 323,000 | ||
Recurring [Member] | December Note [Member] | Level 1 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 0 | ||
Recurring [Member] | December Note [Member] | Level 2 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 0 | ||
Recurring [Member] | December Note [Member] | Level 3 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | $ 323,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments, Key Assumptions (Details) | Dec. 20, 2021shares | Sep. 17, 2021 | Apr. 16, 2021 | Mar. 31, 2022shares |
Stock Price [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 2.19 | 1.61 | ||
Stock Price [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 4.06 | 1.61 | ||
Stock Price [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 2.32 | 1.61 | ||
Conversion Price of Conversion Feature [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 5 | 5 | ||
Conversion Price of Conversion Feature [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 8.64 | 8.64 | ||
Conversion Price of Conversion Feature [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 5.43 | 5.43 | ||
Term [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Term | 4 years | 3 years 14 days | ||
Term [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Term | 4 years | 3 years 5 months 19 days | ||
Term [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Term | 4 years | 3 years 8 months 23 days | ||
Risk Free Interest Rate [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.0059 | 0.0245 | ||
Risk Free Interest Rate [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.0068 | 0.0245 | ||
Risk Free Interest Rate [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.0104 | 0.0244 | ||
Credit Adjusted Discount Rate [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.0760 | 0.1025 | ||
Credit Adjusted Discount Rate [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.0759 | 0.1025 | ||
Credit Adjusted Discount Rate [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.0854 | 0.1025 | ||
Volatility [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.88 | 0.78 | ||
Volatility [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.91 | 0.78 | ||
Volatility [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.86 | 0.79 | ||
Dividend Rate [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0 | 0 | ||
Dividend Rate [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0 | 0 | ||
Dividend Rate [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0 | 0 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments, Roll Forward of Derivative Liability (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Roll Forward of Derivative Liability [Roll Forward] | |||
Balance | $ 1,130,000 | ||
Fair Value Adjustment | (229,000) | $ 0 | |
Balance | 901,000 | $ 1,130,000 | |
April Note [Member] | |||
Roll Forward of Derivative Liability [Roll Forward] | |||
Balance | 495,000 | 0 | 0 |
Issuance of convertible note payable - related party | 420,000 | ||
Fair Value Adjustment | (104,000) | 75,000 | |
Balance | 391,000 | 495,000 | |
September Note [Member] | |||
Roll Forward of Derivative Liability [Roll Forward] | |||
Balance | 250,000 | 0 | 0 |
Issuance of convertible note payable - related party | 433,000 | ||
Fair Value Adjustment | (62,000) | (183,000) | |
Balance | 188,000 | 250,000 | |
December Note [Member] | |||
Roll Forward of Derivative Liability [Roll Forward] | |||
Balance | 385,000 | $ 0 | 0 |
Issuance of convertible note payable - related party | 415,000 | ||
Fair Value Adjustment | (62,000) | (30,000) | |
Balance | $ 323,000 | $ 385,000 |
Stock-Based Compensation, Compo
Stock-Based Compensation, Components of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-Based Compensation Expense [Abstract] | ||
Total stock-based compensation expense | $ 858 | $ 254 |
Research and Development [Member] | ||
Stock-Based Compensation Expense [Abstract] | ||
Total stock-based compensation expense | 225 | 67 |
General and Administrative [Member] | ||
Stock-Based Compensation Expense [Abstract] | ||
Total stock-based compensation expense | $ 633 | $ 187 |
Stock-Based Compensation, Stock
Stock-Based Compensation, Stock Option Activity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock Option Activity [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 4,895,561 | |
Granted (in shares) | 745,000 | |
Exercised (in shares) | 0 | |
Forfeited/cancelled (in shares) | (10,000) | |
Outstanding at end of period (in shares) | 5,630,561 | |
Weighted Average Exercise Price [Abstract] | ||
Outstanding at beginning of period (in dollars per share) | $ 3.14 | |
Granted (in dollars per share) | 1.98 | |
Forfeited/cancelled (in dollars per share) | 4.50 | |
Outstanding at beginning of period (in dollars per share) | 2.98 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized [Abstract] | ||
Unrecognized compensation cost | $ 3,995,000 | |
Unvested options (in shares) | 2,945,001 | |
Unrecognized compensation cost, recognition period | 1 year 9 months | |
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 1.48 |
Stock-Based Compensation, Weigh
Stock-Based Compensation, Weighted Average Assumptions Used to Determine Fair Value of Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Weighted Average Assumptions for Stock Options Granted [Abstract] | ||
Risk-free interest rate | 1.23% | 0.54% |
Expected life of the options | 5 years 6 months | 6 years |
Expected volatility of the underlying stock | 95.00% | 91.00% |
Expected dividend rate | 0.00% | 0.00% |
Stock-Based Compensation, Restr
Stock-Based Compensation, Restricted Stock Grants and Employment Agreement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Restricted Stock Grants [Abstract] | |||||
Amortized expense | $ 858,000 | $ 254,000 | |||
Unrecognized compensation cost | $ 3,995,000 | $ 3,995,000 | |||
Restricted Stock [Member] | |||||
Restricted Stock Grants [Abstract] | |||||
Restricted stock awards granted (in shares) | 17,677 | 16,588 | |||
Amortized expense | $ 35,000 | $ 35,000 | |||
Chief Executive Officer [Member] | |||||
Restricted Stock Grants [Abstract] | |||||
Unrecognized compensation cost | $ 0 | ||||
Chief Executive Officer [Member] | Deferred Bonus [Member] | |||||
Restricted Stock Grants [Abstract] | |||||
Percentage of base salary paid in cash | 20.00% | ||||
Percentage of base salary paid in deferred stock units | 80.00% | ||||
Percentage of DSUs shall be credited on March 1, 2021 | 25.00% | ||||
Percentage of DSUs shall be credited on September 1, 2021 | 25.00% | ||||
Percentage of DSUs shall be credited on March 1, 2024 | 50.00% | ||||
Stock based compensation expense | $ 103,000 | $ 200,000 | |||
Common stock reserved for future issuance (in shares) | 55,626 | 103,627 | |||
Common Stock Weighted average Grant Date fair Value (in dollars per share) | $ 1.86 | $ 1.93 | |||
Reclassification of accrued compensation to additional paid in capital | $ 200,000 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Weighted Average Exercise Price [Abstract] | |
Weighted average expiration term of warrants outstanding | 2 years 6 months |
Warrants [Member] | |
Common Stock Warrants shares [Roll Forward] | |
Outstanding at beginning of period (in shares) | shares | 10,857,964 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Forfeited/cancelled (in shares) | shares | 0 |
Outstanding at end of period (in shares) | shares | 10,857,964 |
Weighted Average Exercise Price [Abstract] | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 4.37 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Forfeited/cancelled (in dollars per share) | $ / shares | 0 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 4.37 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 22,364,208 | 18,811,203 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 10,857,964 | 12,538,204 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 5,630,561 | 5,762,575 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 5,365,259 | 0 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 510,424 | 510,424 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Common Stock [Abstract] | |||
Issuance of common stock (in shares) | 59,388,518 | 59,341,305 | |
2020 Market Agreement [Member] | |||
Common Stock [Abstract] | |||
Aggregate offering price | $ 40 | ||
Percentage of commission rate to be paid to sales agent | 3.00% | ||
Issuance of common stock (in shares) | 0 | ||
2020 Market Agreement [Member] | Series A and Series C Preferred Stock [Member] | |||
Common Stock [Abstract] | |||
Common stock issued for dividends (in shares) | 30,625 | 30,625 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Contract cancelation notice period | 30 days |
Leases (Details)
Leases (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($)Lease | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Lease Commitments [Abstract] | |||
Number of operating leases | Lease | 1 | ||
Term of contract | 38 months | ||
Free rent period | 6 months 15 days | ||
Security deposit | $ 6,000 | ||
Right to use lease asset | $ 108,000 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | ||
Current lease liability | $ 14,000 | $ 8,000 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | ||
Long term lease liability | $ 97,000 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | ||
Maturity of Operating Lease [Abstract] | |||
2022 | $ 14,000 | ||
2023 | 50,000 | ||
2024 | 51,000 | ||
2025 | 18,000 | ||
Total | 133,000 | ||
Less imputed interest | 22,000 | ||
Present value of lease liability | $ 111,000 | ||
Discount rate on present value of lease payments | 11.00% | ||
General and Administrative Expense [Member] | |||
Lease Commitments [Abstract] | |||
Lease cost | $ 11,000 | $ 11,000 |
Galectin Sciences LLC (Details)
Galectin Sciences LLC (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 99 Months Ended | ||
Jan. 31, 2014 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2014 | Mar. 31, 2022 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |||||
Amount expanded in cash | $ (8,042,000) | $ (6,382,000) | |||
Galectin Sciences, LLC [Member] | |||||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |||||
Initial cash investment | $ 400,000 | ||||
Equity ownership percentage | 84.60% | 84.60% | |||
Amount expanded in cash | $ 400,000 | ||||
Contribution for expenses | $ 43,000 | $ 3,068,000 | |||
Ownership percentage | 84.60% | 84.60% | |||
Galectin Sciences, LLC [Member] | SBH [Member] | |||||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |||||
Equity ownership percentage | 50.00% | ||||
Contribution for expenses | $ 158,000 | ||||
Ownership percentage | 50.00% | ||||
Galectin Sciences, LLC [Member] | SBH [Member] | IPR&D [Member] | |||||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |||||
Estimated fair value of asset contributed to joint venture | $ 400,000 |