Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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, $0.001 Par Value Per Share | ||
Trading Symbol | GALT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 59 | ||
Entity Common Stock, Shares Outstanding | 59,443,682 | ||
Auditor Firm ID | 677 | ||
Auditor Name | CHERRY BEKAERT LLP | ||
Auditor Location | Atlanta, Georgia |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 18,592,000 | $ 39,648,000 |
Prepaid expenses and other current assets | 1,960,000 | 2,172,000 |
Total current assets | 20,552,000 | 41,820,000 |
Property and equipment, net | 0 | 0 |
Other | 733,000 | 7,000 |
Total assets | 21,285,000 | 41,827,000 |
Current liabilities: | ||
Accounts payable | 3,890,000 | 1,805,000 |
Accrued expenses | 9,058,000 | 7,163,000 |
Accrued dividends payable | 64,000 | 65,000 |
Total current liabilities | 13,012,000 | 9,033,000 |
Convertible note payable and accrued interest, net of debt discount - related party (Note 5) | 29,964,000 | 29,048,000 |
Derivative liabilities (Note 6) | 573,000 | 1,130,000 |
Borrowing and accrued interest under convertible line of credit, net of debt discount - related party (Note 10) | 9,864,000 | 0 |
Other liabilities | 66,000 | 0 |
Total liabilities | 53,479,000 | 39,211,000 |
Commitments and contingencies (Note 12) | ||
Series C 6% super dividend redeemable convertible preferred stock; 1,000 shares authorized, 176 issued and outstanding at December 31, 2022 and 2021, redemption value: $8,335,000, liquidation value: $1,786,000 at December 31, 2022 | 1,723,000 | 1,723,000 |
Stockholders' equity (deficit): | ||
Undesignated stock, $0.01 par value; 20,000,000 shares authorized at December 31, 2022 and 2021, 20,000,000 shares designated at December 31, 2022 and 2021, respectively | 0 | 0 |
Series A 12% convertible preferred stock; 1,742,500 shares authorized, 1,260,000 and 1,302,500 issued and outstanding at December 31, 2022 and 2021, respectively, liquidation value $1,260,000 at December 31, 2022 | 510,000 | 527,000 |
Common stock, $0.001 par value; 150,000,000 shares authorized at December 31, 2022 and 2021, 59,426,005 and 59,341,305 issued and outstanding at December 31, 2022 and 2021, respectively | 59,000 | 59,000 |
Additional paid-in capital | 275,081,000 | 271,001,000 |
Retained deficit | (309,567,000) | (270,694,000) |
Total stockholders' equity (deficit) | (33,917,000) | 893,000 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | $ 21,285,000 | $ 41,827,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
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 | $ 8,335,000 | |
Series C 6% super dividend redeemable convertible preferred stock liquidation value | $ 1,786,000 | |
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) | 1,260,000 | 1,302,500 |
Series A 12% convertible preferred stock, shares outstanding (in shares) | 1,260,000 | 1,302,500 |
Series A 12% convertible preferred stock, liquidation value | $ 1,260,000,000 | |
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) | 59,426,005 | 59,341,305 |
Common stock, outstanding (in shares) | 59,426,005 | 59,341,305 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 31,737 | $ 23,818 |
General and administrative | 6,615 | 6,361 |
Total operating expenses | 38,352 | 30,179 |
Total operating loss | (38,352) | (30,179) |
Other income (expense): | ||
Interest income | 52 | 3 |
Interest expense | (1,033) | (489) |
Change in fair value of derivatives | 557 | 138 |
Total other income (expense) | (424) | (348) |
Net loss | (38,776) | (30,527) |
Preferred stock dividends | (97) | (171) |
Net loss applicable to common stockholders | $ (38,873) | $ (30,698) |
Net loss per common share - basic (in dollars per share) | $ (0.65) | $ (0.52) |
Net loss per common share - diluted (in dollars per share) | $ (0.65) | $ (0.52) |
Weighted average common and potential common shares outstanding - basic (in shares) | 59,391 | 58,527 |
Weighted average common and potential common shares outstanding - diluted (in shares) | 59,391 | 58,527 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - 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 Dec. 31, 2021 | $ 1,723 | ||||
Ending balance (in shares) at Dec. 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 | 79 | (79) | |||
Series A 12% convertible preferred stock dividend (in shares) | 26,050 | ||||
Series C super dividend redeemable convertible preferred stock dividend | 92 | (92) | |||
Series C super dividend redeemable convertible preferred stock dividend (in shares) | 31,112 | ||||
Issuance of common stock | $ 1 | 3,863 | 3,864 | ||
Issuance of common stock for exercise of options (in shares) | 845,214 | ||||
Issuance of common stock for warrant exercises | $ 2 | 2,948 | $ 2,950 | ||
Issuance of common stock for warrant exercises (in shares) | 1,180,240 | ||||
Issuance of common stock for stock option exercises (in shares) | 148,941 | 148,941 | |||
Stock-based compensation expense | 2,136 | $ 2,136 | |||
Stock-based compensation expense (in shares) | 32,693 | ||||
Net loss | (30,527) | (30,527) | |||
Ending balance at Dec. 31, 2021 | $ 527 | $ 59 | 271,001 | (270,694) | 893 |
Ending balance (in shares) at Dec. 31, 2021 | 1,302,500 | 59,341,305 | |||
Ending balance at Dec. 31, 2022 | $ 1,723 | ||||
Ending balance (in shares) at Dec. 31, 2022 | 176 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Series A 12% convertible preferred stock dividend | 40 | (40) | |||
Series A 12% convertible preferred stock dividend (in shares) | 25,625 | ||||
Series C super dividend redeemable convertible preferred stock dividend | 57 | (57) | |||
Series C super dividend redeemable convertible preferred stock dividend (in shares) | 35,200 | ||||
Issuance of common stock from conversion of Series A convertible preferred stock | $ (17) | 17 | |||
Issuance of common stock from conversion of Series A convertible preferred stock (in shares) | (42,500) | 7,287 | |||
Issuance of common stock for stock option exercises (in shares) | 0 | ||||
Issuance of common stock purchase warrants in connection with related party line of credit | 899 | $ 899 | |||
Stock-based compensation expense | 3,067 | 3,067 | |||
Stock-based compensation expense (in shares) | 16,588 | ||||
Net loss | (38,776) | (38,776) | |||
Ending balance at Dec. 31, 2022 | $ 510 | $ 59 | $ 275,081 | $ (309,567) | $ (33,917) |
Ending balance (in shares) at Dec. 31, 2022 | 1,260,000 | 59,426,005 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (38,776) | $ (30,527) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Amortization of right to use asset | 32 | 41 |
Stock-based compensation expense | 2,867 | 2,076 |
Non-cash interest expense | 410 | 283 |
Change in fair value of derivative | (557) | (138) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 101 | 65 |
Accrued interest on convertible notes payable and convertible line of credit - related party | 623 | 206 |
Accounts payable, accrued expenses and other liabilities | 4,244 | 3,686 |
Net cash flows from operating activities | (31,056) | (24,308) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash from investing activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from convertible line of credit - related party | 10,000 | 0 |
Net proceeds from convertible note payable - related party | 0 | 30,000 |
Net proceeds from issuance of common stock | 0 | 6,814 |
Net cash flows from financing activities | 10,000 | 36,814 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (21,056) | 12,506 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 39,648 | 27,142 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 18,592 | 39,648 |
NONCASH FINANCING ACTIVITIES: | ||
Payment of preferred stock dividends in common stock | 97 | 171 |
Fair value of derivative related to related party convertible note payable | 0 | 1,268 |
Reclassification of accrued bonus to additional paid in capital | 200 | 60 |
Noncash right to use lease asset | 111 | 0 |
Common stock purchase warrants issued in connection with related party line of credit | $ 899 | $ 0 |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Nature of Business, Basis of Presentation and Liquidity [Abstract] | |
Nature of Business, Basis of Presentation and Liquidity | 1. Nature of Business, 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 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. 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 December 31, 2022, the company had $18,592,000 of unrestricted cash and cash equivalents available to fund future operations. In July 2022, the Company entered into a $60 million unsecured line of credit financing with its chairman, Richard E. Uihlein (See Note 10). The Company believes there is sufficient cash, including availability of the line of credit, to fund currently planned operations at least through December 31, 2024. To meet its future capital needs, the Company intends to raise additional capital through debt or equity financings, collaborations, partnerships or other strategic transactions. However, there can be no assurance that the Company will be able to complete any such transactions on acceptable terms or otherwise. The inability of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition. The Company has the ability to delay certain research activities and related clinical expenses if necessary due to liquidity concerns until a date when those concerns are relieved. The Company is subject to a number of risks similar to those of clinical stage companies, including dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with clinical trials of products, dependence on third-party collaborators for research operations, need for regulatory approval of products, risks associated with protection of intellectual property, and competition with larger, better-capitalized companies. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations is dependent upon future events, including obtaining adequate financing to fulfill its development activities and achieving a level of revenues adequate to support the Company’s cost structure. There are no assurances that the Company will be able to obtain additional financing on favorable terms, or at all, or successfully market its products. |
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 | 2. Summary of Significant Accounting Policies The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Basis of Consolidation. The consolidated financial statements include the accounts of the Company and Galectin Therapeutics Security Corp., its wholly-owned subsidiary, which was incorporated in Delaware on December 23, 2003 and Galectin Sciences LLC (see Note 13). All intercompany transactions have been eliminated. Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities. Management’s estimates and judgments include assumptions used in stock option valuations, useful lives of property and equipment and intangible assets, accrued liabilities, derivative valuations, deferred income taxes and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions. Fair Value Measurements . 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 estimated value of accounts payable and accrued expenses approximates their carrying value due to their short-term nature. See Cash and Cash Equivalents. The Company considers all highly-liquid investments with original maturities of 90 days or less at the time of acquisition to be cash equivalents. The Company had no cash equivalents at December 31, 2022 or 2021. Prepaid Expenses and Other Current Assets. Prepaid expenses and other assets consist principally of prepaid insurance, deposits related to the NAVIGATE trial and deferred financing costs (see Note 10). Property and Equipment. Property and equipment, including leasehold improvements, are stated at cost, net of accumulated depreciation and amortization, and are depreciated or amortized using the straight-line method over the estimated useful lives of the related assets of generally three years for computers and office equipment, five years for furniture and fixtures and the shorter of the useful life or life of the lease for leasehold improvements. Security Deposit. At December 31, 2022 and 2021, the Company had a security deposit of $6,000 for leased office space included in Prepaid Expenses and Other Current Assets. Long-Lived Assets. The Company reviews all long-lived assets for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of assets to be held or used is measured by comparison of the carrying value of the asset to the future undiscounted net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds the discounted future cash flows expected to be generated by the asset. There were no impairments of long-lived assets at December 31, 2022 or 2021. Accrued Expenses . As part of the process of preparing our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as of each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S. Warrants. The Company has issued common stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end. There were no warrant liabilities as of December 31, 2022 or 2021. Research and Development Expenses. 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. Income Taxes. The Company accounts for income taxes in accordance with the accounting rules that requires an asset and liability approach to accounting for income taxes based upon the future expected values of the related assets and liabilities. Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and for tax loss and credit carry forwards and are measured using the expected tax rates estimated to be in effect when such basis differences reverse. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will, more likely than not, be realized. Concentration of Credit Risk. Financial instruments that subject the Company to credit risk consist of cash and cash equivalents. The Company maintains cash and cash equivalents and certificates of deposit with well-capitalized financial institutions. At times, those amounts may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk beyond the normal credit risk associated with commercial banking relationships. The Company has no other significant concentrations of credit risk. Stock-Based Compensation. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the service period, which generally represents the vesting period. For awards that have performance-based vesting conditions the Company recognizes the expense over the estimated period that the awards are expected to be earned. The Company generally uses the Black-Scholes option-pricing model to calculate the grant date fair value of stock options. The expense recognized over the service period is required to include an estimate of the awards that will be forfeited. Recent Accounting Standards. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment consist of the following at December 31: 2022 2021 (in thousands) Leasehold improvements $ 2 $ 2 Computer and office equipment 13 13 Furniture and fixtures 59 59 Total 74 74 Less accumulated depreciation and amortization (74 ) (74 ) Property and equipment — net $ — $ — Depreciation and amortization expense for the years ended December 31, 2022 and 2021 was $0 and $0, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consist of the following at December 31: 2022 2021 (in thousands) Legal and accounting fees $ 65 $ 68 Accrued compensation 973 728 Lease liability 40 8 Accrued research and development costs and other 7,980 6,359 Total $ 9,058 $ 7,163 |
Convertible Notes Payable - Rel
Convertible Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable - Related Party [Member] | |
Debt Instrument [Line Items] | |
Convertible Notes Payable - Related Party | 5. 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 2021 Note”) in the principal amount of ten million dollars. The April 2021 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 2021 Note bears interest at the rate of two percent (2%) per annum, compounded annually with an effective interest rate of approximately 3%. For the years ended December 31, 2022 and 2021, approximately $200,000 and $142,000, respectively, of interest expense was accrued and included with the principal in the financial statements. The April 2021 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 2021 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 2021 Note at its inception. The fair value of the contingent interest derivative liability was $420,000 at note inception (April 16, 2021). The fair value of the contingent interest derivative liability was $249,000 and $495,000 and December 31, 2022 and 2021, respectively, and is recognized as a derivative liability in the consolidated balance sheet. The change in the fair value of the derivative liability from April 16, 2021 to December 31, 2021 and for the year ended December 31, 2022 of $75,000 and $(246,000), respectively, was charged to other expense/(income) for the years ended December 31, 2022 and 2021. The amortization of the original $420,000 debt discount of $105,000 and $74,000 was recorded as additional interest expense for the years ended December 31, 2022 and 2021, respectively. 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 2021 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 2021 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 2021 Note bears interest at the rate of two percent (2%) per annum, compounded annually with an effective interest rate of approximately 3%. For the years ended December 31, 2022 and 2021, approximately $200,000 and $58,000, respectively, of interest expense was accrued and included with the principal in the financial statements. The September 2021 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 2021 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 at note inception (September 17, 2021). The fair value of the contingent interest derivative liability was $109,000 and $250,000 and December 31, 2022 and 2021, respectively, and is recognized as a derivative liability in the consolidated balance sheet. The change in the fair value of the derivative liability from September 17, 2021 to December 31, 2021 and for the year ended December 31, 2022 of ($183,000) and ($141,000), respectively, was recorded to other expense/(income) for the years ended December 31, 2021 and 2022. The amortization of the original $433,000 debt discount of $108,000 and $32,000 was recorded as additional interest expense for the years ended December 31, 2022 and 2021, respectively. On December 20, 2021, the second of the two promissory notes under the Loan Agreement was executed and delivered, (the “December 2021 Note”) to evidence the second loan in the principal amount of $10,000,000. The December 2021 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 with an effective interest rate of approximately 3%. For the year ended December 31, 2022 and 2021, approximately $200,000 and $7,000, respectively, of interest expense was accrued and included with the principal in the financial statements. The December 2021 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 2021 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 at note inception (December 20, 2021). The fair value of the contingent interest derivative liability was $214,000 and $385,000 at December 31, 2022 and 2021, 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 20, 2021 to December 31, 2021 and for the year ended December 31, 2022 of ($30,000) and ($170,000), respectively was recorded to other expense/(income) for the years ended December 31, 2022 and 2021. The amortization of the original $415,000 debt discount of $104,000 and $3,000 was recorded as additional interest expense for the years ended December 31, 2022 and 2021, respectively. The Company’s contractual cash obligations related to the outstanding convertible notes payable is a repayment of the April 2021 Note of the $10,000,000 plus accrued interest on April 16, 2025 and a repayment of the September 2021 Note of the $10,000,000 plus accrued interest on September 17, 2025 and a repayment of the December 2021 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 | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments There were no level 1 or 2 assets or liabilities at December 31, 2022 or 2021. Level 3 assets and liabilities measured and recorded at fair value on a recurring basis at December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Derivative Liability – Contingent Interest April Note $ 249,000 $ 495,000 Derivative Liability – Contingent Interest September Note $ 109,000 $ 250,000 Derivative Liability – Contingent Interest December Note $ 215,000 $ 385,000 The April 2021 Note derivative liability – contingent interest was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Stock Price $ 1.13 $ 2.07 Conversion Price of conversion feature $ 5.00 $ 5.00 Term 2.29 3.29 years Risk Free Interest Rate 4.41 % 0.97 % Credit Adjusted Discount Rate 14.76 % 8.43 % Volatility 81 % 80 % Dividend Rate 0 % 0 % The roll forward of the April 2021 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 (246,000 ) Balance – December 31, 2022 $ 249,000 The September 2021 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 December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Stock Price $ 1.13 $ 2.07 Conversion Price of conversion feature $ 8.64 $ 8.64 Term 2.72 years 3.72 years Risk Free Interest Rate 4.22 % 1.12 % Credit Adjusted Discount Rate 14.76 % 8.42 % Volatility 81 % 82 % Dividend Rate 0 % 0 % The roll forward of the September 2021 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 (141,000 ) Balance – December 31, 2022 $ 109,000 The December 2021 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 December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Stock Price $ 1.13 $ 2.07 Conversion Price of conversion feature $ 5.43 $ 5.43 Term 2.97 3.97 Risk Free Interest Rate 4.22 % 1.12 % Credit Adjusted Discount Rate 14.76 % 8.42 % Volatility 83 % 84 % Dividend Rate 0 % 0 % The roll forward of the December 2021 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 (170,000 ) Balance – December 31, 2022 $ 215,000 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity At December 31, 2022, the Company had 150,000,000 shares of common stock and 20,000,000 undesignated shares authorized. As of December 31, 2022, 1,742,500 shares have been designated for Series A 12% Convertible Preferred Stock, 900,000 shares have been designated for Series B-1 Convertible Preferred Stock, 2,100,000 shares have been designated for Series B-2 Convertible Preferred Stock, 1,000 shares have been designated for Series C Super Dividend Convertible Preferred Stock, 2,508,000 shares have been designated for Series B-3 Convertible Preferred Stock, 12,748,500 have been designated as common stock and no shares remain undesignated. All issued and outstanding shares of Series B-1, Series B-2 and Series B-3 Preferred Stock were converted into Common Stock on January 19, 2019. 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 year ended December 31, 2021, the Company issued 845,214 shares of common stock under the 2020 At Market Agreement for net proceeds of $3,864,000. There were no issuances of common stock under the 2020 At Market Agreement during the year ended December 31, 2022. Series A 12% Convertible Preferred Stock — February 4, 2008 Private Placement On February 4, 2008, the Company closed a private placement begun in October 2007 of its Series A 12% Convertible Preferred Stock (“Series A”) and related warrants. In this transaction, the Company sold units of securities at $6.00 per unit, each unit comprised of (i) one share of Series A Preferred, (ii) a warrant to purchase one share of common stock for $9.00, and (iii) a warrant to purchase one share of common stock for $12.00. Each share of the Series A is entitled to dividends at the rate of 12% per annum payable at the Company’s option in cash or shares of common stock valued at the higher of $6.00 per share or 100% of the value weighted average price of the Company’s share price for the 20 consecutive trading days prior to the applicable dividend payment date. Dividends are payable semi-annually on March 30 and September 30. The dividend paid on the initial dividend payment date is calculated from the date the Company deposited each subscription advance. The shares of Series A are entitled to vote as a class with the Company’s common stock and each share of Series A is convertible at any time to one-sixth of a share of common stock, subject to adjustment in the event of a stock dividend, stock split or combination, reclassification or similar event. The Company has the right to require conversion if the closing price of the common stock exceeds $18.00 for 15 consecutive trading days and a registration statement covering the resale of the shares of common stock issuable upon conversion of the Series A is then in effect. Each warrant is exercisable solely for cash beginning August 3, 2008 and expired on February 4, 2012. The exercise price of each warrant is adjustable in the event of a stock split or stock combination, capital reorganization, merger or similar event. In 2022, 42,500 shares of Series A were converted into 7,287 shares of common stock. There were no shares of Series A converted into shares of common stock in 2021. Prior to 2021, a total of 465,000 shares of Series A had been converted into 73,865 shares of common stock. Series C 6% Super Dividend Redeemable Convertible Preferred Stock On December 29, 2010, the Company designated and authorized the sale and issuance of up to 1,000 shares of Series C Super Dividend Redeemable Convertible Preferred Stock (“Series C”) with a par value of $0.01 and a stated value equal to $10,000 (the “Stated Value”). On December 30, 2010, the Company sold and issued 212 shares of Series C at a price of $10,000 per share for gross proceeds of $2,120,000. The Company incurred $47,000 of cash transaction costs resulting in net cash proceeds of $2,073,000. In addition, the Company issued 500 warrants exercisable at $7.20 to a placement agent which had a de minimis value. Additionally, in January 2011, the Company sold and issued 13 shares of Series C at a price of $10,000 per share for gross proceeds of $130,000. The terms of the Series C are as follows: Conversion Rights . Each holder of Series C may convert all, but not less than all, of his Series C shares plus accrued and unpaid dividends into Common Stock at the price of $6.00 per share of Common Stock (“Conversion Price”), such that approximately 1,667 shares of Common Stock will be issued per each converted share of Series C (accrued and unpaid dividends will be issued as additional shares). At December 31, 2018 and 2017, the 176 outstanding shares of Series C were convertible into a total of approximately 293,340 shares of Common Stock. Subject to the continuing obligation to pay post conversion dividends, the Company may convert all, but not less than all, of the Series C (plus all accrued and unpaid dividends) into Common Stock, at the Conversion Price, upon such time that the closing price of the Common Stock is no less than $18.00 per share for 15 consecutive trading days. Dividends . Holders of Series C shall be entitled to receive cumulative non-compounding dividends at the rate per share of Series C equal to the greater of (i) 6% per annum of the Stated Value (also defined as the “Floor”) or (ii) 2.5% of net sales until the total dividends paid is equal to the initial investment and 1.25% of net sales thereafter. The maximum amount each Series C shareholder will receive in dividend payments is equal to $100,000 (the “Maximum Payout”). For purposes of this dividend calculation, net sales shall mean gross revenues actually received by the Company, from the sale or licensing of the product DAVANAT ® The dividend shall be payable in arrears semiannually on March 31 and September 30, beginning with the first such date after the original issue date; provided, however, that all dividends and all other distributions shall cease, and no further dividends or other distributions shall be paid, in respect of each share of Series C from and after such time that the Maximum Payout has been paid in respect of such share of Series C. Such dividends shall be payable at the Company’s option either in cash or in duly authorized, fully paid and non-assessable shares of Common Stock valued at the higher of (i) $3.00 per share or (ii) the average of the Common Stock trading price for the ten (10) consecutive trading days ending on the trading day that is immediately prior to the dividend payment date. Series C Post Conversion Dividend Right . In the event that any share of Series C is converted into Common Stock before the Maximum Payout is paid in respect of such converted share of Series C, then the holder shall have the right to continue to receive dividends in respect of such converted share of Series C equal to the remaining payout (the “Series C Preferred Stock Post Conversion Dividend Right”) which shall be equal to the Maximum Payout less the cumulative dividends received through the conversion date. One share of Series C Preferred Stock Post Conversion Dividend Right shall be issued for each such converted share of Series C. The holder of each Series C Preferred Stock Post Conversion Dividend Right shall receive the remaining payout on an equal basis and in conjunction with the then outstanding shares of Series C and all the other then outstanding Series C Post Conversion Dividend Rights, in the same manner and subject to the same terms and conditions as applicable to the payment of dividends on each share of Series C, except that for purposes of calculating the dividend the Floor shall not apply. The Series C Preferred Stock Post Conversion Dividend Right shall have no stated value, liquidation preference or right to any dividends or distributions other than the remaining payout. The Series C Preferred Stock Post Conversion Right is subject to redemption in the same manner as outstanding Series C shares. At the date of issuance, the Series C have an embedded dividend right to continue to receive dividend payments after conversion to common stock (the Series C Post Conversion Dividend Right) which requires bifurcation. The value of this post conversion dividend right on the date of issuance was determined to be de minimis due to the fact that the payment of a dividend stream other than the 6% dividend and conversion of Series C prior to the Company achieving sales of GM-CT-01 was deemed improbable at that time. Upon a conversion of the Series C, the Company will be required to record a liability and the related expense during the period of conversion. In July 2011, 5 shares of Series C were converted into 8,334 shares of common stock and 5 Series C Post Conversion Dividend Rights (Dividend Rights) were issued. In 2013, 24 shares of Series C were converted into 40,193 shares of common stock and 24 Dividend Rights were issued. In 2014, 20 shares of Series C were converted into 33,756 shares of common stock and 20 Dividend Rights were issued. Per the terms of the Series C, these Dividend Rights shall continue to participate in dividends, however the Floor shall not apply. At December 31, 2016 and 2015, these Dividend Rights were determined to have a de minimis value, as the payment of a dividend is considered improbable at this time. The Company will continue to evaluate and assess the Series C Post Conversion Dividend Right for each reporting period. Liquidation Rights . In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the holders of Series C will receive $10,000 per share plus accrued and unpaid dividends, payable prior and in preference to any distributions to the holders of Common Stock but after and subordinate to the Series A 12% Convertible Preferred Stock (“Series A”), Series B-1 and Series B-2, subject to the Maximum Payout. Redemption . Upon a sale of the Company, the Company shall redeem all of the then outstanding shares of Series C and Series C Preferred Stock Post Conversion Rights within thirty (30) days after the transaction constituting the sale of the Company is closed and such closing is fully funded. The price to redeem a share of Series C and each redeemed Series C Preferred Stock Post Conversion Redemption Right shall be equal to (i) (A) the applicable return on investment (“ROI”) percentage, multiplied by (B) $10,000, minus (ii) the cumulative dividends received through the redemption date. The redemption price shall be payable at the Company’s option either in cash or in shares of common stock valued at the higher of (i) $3.00 per share or (ii) the average market price for the ten ROI Percentage 200% before the second anniversary of the date of issuance; 250% on or after the second anniversary of the date of issuance, but before the third anniversary of the date of issuance; 300 on or after the third anniversary of the date of issuance, but before the fourth anniversary of the date of issuance; 350 on or after the fourth anniversary of the date of issuance, but before the fifth anniversary of the date of issuance; 400 on or after the fifth anniversary of the date of issuance, but before the sixth anniversary of the date of issuance; 450 on or after the sixth anniversary of the date of issuance, but before the seventh anniversary of the date of issuance; 500 on or after the seventh anniversary of the date of issuance, but before the eighth anniversary of the date of issuance; and 550 on or after the eighth anniversary of the date of issuance, but before the ninth anniversary of the date of issuance. Due to the redemption feature, the Company has presented the Series C outside of permanent equity, in the mezzanine of the consolidated balance sheets at December 31, 2022 and 2021. At December 31, 2022, the Series C redemption value was $8,335,000. Voting Rights . The Series C shares have no voting rights. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
Warrants | 8. Warrants Warrant activity is summarized as follows: Warrants Weighted average exercise price Outstanding at December 31, 2020 12,538,204 $ 4.22 Issued — Exercised (1,180,240 ) 2.50 Canceled (500,000 ) 5.00 Outstanding at December 31, 2021 10,857,964 $ 4.37 Issued 700,000 4.43 Exercised — Canceled — Outstanding at December 31, 2022 11,557,964 $ 4.37 The following table summarizes information with regard to outstanding warrants issued in connection with equity and debt financings and consultants as of December 31, 2022. Issued in Connection With Number Issued Exercise Price Exercisable Date Expiration Date February 12, 2009 3.00 1,200,000 $ 3.00 February 12, 2009 February 12, 2024 May 13, 2009 3.00 600,000 $ 3.00 May 13, 2009 May 13, 2024 June 30, 2009 3.00 333,333 $ 3.00 June 30, 2009 June 30, 2024 August 12, 2009 3.00 200,000 $ 3.00 August 12, 2009 August 12, 2024 September 30, 2009 3.00 216,666 $ 3.00 September 30, 2009 September 30, 2024 November 4, 2009 3.00 106,666 $ 3.00 November 4, 2009 November 4, 2024 December 8, 2009 3.00 133,143 $ 3.00 December 8, 2009 December 8, 2024 January 29, 2010 3.00 216,667 $ 3.00 January 29, 2010 January 29, 2025 March 8, 2010 3.00 223,334 $ 3.00 March 8, 2010 March 8, 2025 April 30, 2010 3.00 204,192 $ 3.00 April 30, 2010 April 30, 2025 May 10, 2010 3.00 143,166 $ 3.00 May 10, 2010 May 10, 2025 September 22, 2016 3.00 698,158 $ 3.00 September 22, 2016 September 22, 2023 September 29, 2016 3.00 846,100 $ 3.00 September 29, 2016 September 29, 2023 December 22, 2016 1,466,204 $ 5.00 December 22, 2016 December 23, 2023 December 23, 2016 3.00 924,780 $ 3.00 December 23, 2016 December 23, 2023 December 28, 2016 644,468 $ 5.00 December 28, 2016 December 28, 2023 February 27, 2017 76,776 $ 5.00 February 27, 2017 February 27, 2024 2018 and 2017 Warrants issued for services 2,157 $ 5.00 Various dates in 2018 and 2017 Various dates in 2025 and 2024 May 23, 2019 2,622,154 $ 7.00 May 23, 2019 May 23, 2026 July 22, 2022 500,000 $ 5.00 July 22, 2022 July 31, 2029 December 19, 2022 200,000 $ 3.00 December 19, 2022 July 31, 2029 Total outstanding warrants 11,557,964 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation Summary of Stock-Based Compensation Plans At December 31, 2022, the Company has a stock-based compensation plan where the Company’s common stock has been made available for equity-based incentive grants as part of the Company’s compensation programs. In December 2019, the Company adopted the 2019 Omnibus Equity Incentive Plan (the “2019 Plan”) which provided originally for the issuance of up to 4,000,000 shares of the Company’s common stock, subsequently increased to 7,000,000 in December 2021, in the form of options, stock appreciation rights, restricted stock and other stock-based awards to employees, officers, directors, consultants and other eligible persons. At December 31, 2022, 1,966,279 shares were available for future grant under the 2019 Plan. Also, the Company previously had the 2009 Incentive Compensation Plan (the “2009 Plan”) which, after amendments, provided for issuance of up to 6,733,334 shares of the Company’s common stock in the form of options, stock appreciation rights, restricted stock and other stock-based awards to employees, officers, directors, consultants and other eligible persons. Provisions of the 2009 Plan stipulated that no grants could be made after February 2019; however, grants made prior to that date remain outstanding for their legal term. 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: Year Ended December 31, 2022 2021 Research and development $ 810 $ 420 General and administrative 2,057 1,656 Total stock-based compensation expense $ 2,867 $ 2,076 The fair value of the options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: 2022 2021 Risk-free interest rate 1.85 % 0.66 % Expected life of the options 5.7 years 6.0 years Expected volatility of the underlying stock 93.7 % 91.7 % Expected dividend rate 0 % 0 % As noted above, the fair value of stock options is determined by using the Black-Scholes option pricing model. For all options granted since January 1, 2006 the Company has generally used option terms of between 5 to 10 years, generally with 5 to 6 years representing the estimated life of options granted to employees. The volatility of the common stock is estimated using historical volatility over a period equal to the expected life at the date of grant. The risk-free interest rate used in the Black-Scholes option pricing model is determined by reference to historical U.S. Treasury constant maturity rates with terms equal to the expected terms of the awards. An expected dividend yield of zero is used in the option valuation model, because the Company does not expect to pay any cash dividends on common stock in the foreseeable future. At December 31, 2022, the Company does not anticipate any option awards will be forfeited in the calculation of compensation expense due to the limited number of employees that receive stock option grants and the Company’s historical employee turnover; however, any forfeitures will be accounted for as incurred. The following table summarizes the stock option activity in the stock-based compensation plans: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2020 3,987,575 $ 4.29 Granted 2,660,000 2.39 Forfeited/Cancelled (1,603,073 ) 5.31 Exercised (148,941 ) 2.35 Outstanding, December 31, 2021 4,895,561 $ 3.14 Granted 1,070,000 1.75 Forfeited/Cancelled (220,000 ) 2.68 Exercised — — Outstanding, December 31, 2022 5,745,561 $ 2.90 7.38 $ 30 Exercisable, December 31, 2022 3,551,395 $ 3.35 6.71 $ 29 The aggregate intrinsic value in the table above represents the total pre-tax amount, net of exercise price, which would have been received by option holders if all option holders had exercised all options with an exercise price lower than the market price on December 31, 2022, based on the closing price of the Company’s common stock of $1.13 on that date. The weighted-average grant-date fair values of options granted during 2022 and 2021 were $1.31 and $1.78, respectively. As of December 31, 2022 and 2021, there were unvested options to purchase 2,194,166 and 2,737,084 shares of common stock, respectively. Total expected unrecognized compensation cost related to such unvested options is $2,209,000 at December 31, 2022, which is expected to be recognized over a weighted-average period of 1.45 years. The aggregate intrinsic value of stock options exercised for the year ended December 31, 2022 and 2021 was $0 and $532,447, respectively. During the years ended December 31, 2022 and 2021, 1,452,918 and 284,583 options became vested, respectively. The total grant date fair value of options vested during the years ended December 31, 2022 and 2021 was $2,382,842 and $514,287, respectively. The following table summarizes additional information regarding outstanding and exercisable options under our stock-based compensation plans at December 31, 2022: Options Outstanding Options Exercisable Exercise Price (Range) Number of Shares Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price (in years) $0.87 – 1.00 120,500 3.96 $ 0.89 120,500 $ 0.89 $1.01 – 3.00 4,364,521 8.11 2.19 2,300,356 2.31 $3.01 – 5.00 903,040 5.85 4.14 773,039 4.31 $5.01 – 8.00 220,000 5.11 5.92 220,000 5.92 $8.01 – 13.38 137,500 1.06 13.38 137,500 13.38 5,745,561 7.38 $ 2.90 3,551,395 $ 3.35 Restricted Stock Issuances In March 2021, one director elected to take a restricted stock grant in lieu of cash retainers for 2021. In January 2022, one director elected to take a restricted stock grant in lieu of cash retainers for 202 Deferred Stock Units 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 Pursuant to an amendment to the DSU Agreement in July 2022, the Company shall issue the shares underlying the outstanding whole number of DSUs credited to Mr. Lewis as follows: twenty five percent shall be issued on March 1, 2023, fifty percent shall be issued on March 1, 2024 twenty five percent shall be issued on September 1, 2028 For the year ended December 31, 2022, $418,000 of Mr. Lewis’ compensation was recorded as stock compensation expense representing 268,596 shares of common stock to be issued under the DSU agreement with a weighted average grant date fair value of $1.56 per share. Also, Mr. Lewis’ bonus for the year ended December 31, 2021 of $200,000 (which was included in accrued compensation at December 31, 2021) was approved in January 2022, and represents 103,627 shares of common stock to be issued under the DSU agreement with a grant date fair value of $1.93 per share. The $200,000 was reclassified from accrued compensation to additional paid in capital in January 2022. For the year ended December 31, 2021, $400,000 of Mr. Lewis’ compensation was recorded as stock compensation expense representing 142,206 shares of common stock to be issued under the DSU agreement with a weighted average grant date fair value of $2.81 per share. Also, Mr. Lewis’ bonus for the year ended December 31, 2020 of $60,000 (which was included in accrued compensation at December 31, 2020) was approved in March 2021 and represents 27,027 shares of common stock to be issued under the DSU agreement with a grant date fair value of $2.22 per share. The $60,000 was reclassified from accrued compensation to additional paid in capital in March 2021. There is no unrecognized compensation expense related to the DSUs. |
Convertible Line of Credit - Re
Convertible Line of Credit - Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Line of Credit - Related Party [Member] | |
Debt Instrument [Line Items] | |
Convertible Line of Credit - Related Party | 10. Convertible Line of Credit – Related Party On July 25, 2022, the Company and Richard E. Uihlein (the “Lender”) entered into a Line of Credit Letter Agreement (the “Credit Agreement”), pursuant to which the Lender shall provide the Company a line of credit of up to $60.0 million (the “Line of Credit”) to finance the Company’s working capital needs. The Company may draw upon the Line of Credit through July 31, 2024. Each advance made pursuant to the Credit Agreement shall be evidenced by an unsecured, convertible promissory note (individually, a “Promissory Note,” and collectively, the “Promissory Notes”), and bear interest at the Applicable Federal Rate for short term loans, plus two (2%) percent. Principal and interest on the Promissory Notes are due on or before January 31, 2026. Only with the consent of the Lender, may the Promissory Notes be prepaid, in whole or in part, at any time without premium or penalty, but with interest on the amount or amounts prepaid. At the election of Lender, the principal and accrued interest on Promissory Note(s) may be converted into the number of shares of the Company’s Common Stock equal to the amount of principal and accrued interest on such Promissory Note divided by the price equal to the closing price of the Common Stock on the date of such Promissory Note, but in no event less than $3.00 per share. In connection with the Credit Agreement, the Company agreed to issue the Lender warrants to purchase up to an aggregate of 1,700,000 shares of the Company’s common stock, par value $0.001 per share (collectively, the “Warrants”). Upon execution of the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 500,000 shares of Company’s Common Stock at an exercise price of $5.00 per share, which Warrant is exercisable upon issuance. Further, pursuant to the Credit Agreement, the Company shall issue to the Lender additional Warrants to purchase up to the remaining 1,200,000 shares of the Company’s common stock, ratably, upon borrowings under the Credit Agreement, with exercise prices equal to 150% of the closing price of the Company’s common Stock on the date of the Promissory Note evidencing such draw, but in no event more than $10.00 per share nor less than $3.00 per share. The Warrants expire on July 31, 2029. The fair value of the 500,000 warrants vested at closing on July 25, 2022 was $738,000 at the date of issuance based on the following assumptions: an expected life of 7 years, volatility of 92%, risk free interest rate of 3.19% and zero dividends. The fair value of the vested warrants was recorded in other assets (non-current) as a deferred financing cost and will be amortized on a straight-line basis from July 25, 2022 through January 31, 2026. Amortization for the period ended December 31, 2022 of $92,000 was recorded as interest expense. On December 19, 2022, the Company executed a $10 million Promissory Note under the Line of Credit. The interest rate on this draw is 6.4% (Applicable Federal Rate for short term loans on date of draw of 4.46% plus 2%). The effective interest rate is approximately 7.1%. Accrued interest on this draw was $23,000 at December 31, 2022. The principal and accrued interest is convertible at the option of the Lender at $3.00 per share. In accordance with the Credit Agreement, the Company issued the Lender a Warrant to purchase up to 200,000 shares of Company’s Common Stock at an exercise price of $3.00 per share, which Warrant is exercisable upon issuance. The fair value of the 200,000 warrants vested at closing on December 19, 2022 was $160,780 at the date of issuance based on the following assumptions: an expected life of 7 years, volatility of 91%, risk free interest rate of 4.06% and zero dividends. The proceeds were allocated between the Promissory Note and the warrants issued, and the amount allocated to the warrants was recorded as a debt discount netted against principal to be amortized on a straight-line basis, which is not materially different than the effective interest method, from December 19, 2022 through January 31, 2026. Amortization for the period ended December 31, 2022 of $2,000 was recorded as interest expense. The fair value of warrants that vest in the future based on borrowings will be computed when those borrowings occur and amortized over the remaining period through January 31, 2026. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Loss Per Share [Abstract] | |
Loss Per Share | 11. 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. For the years ended December 31, 2022 and 2021, as the Company was in a net loss position, the diluted loss per share computations for such periods did not assume the exercise of warrants and stock options or the conversion of Convertible Notes, or the conversion of convertible preferred stock as they would have had an anti-dilutive effect on loss per share. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2022 and 2021 as the inclusion thereof would have been anti-dilutive: Year Ended December 31, 2022 (Shares) 2021 (Shares) Warrants to purchase shares of common stock 11,557,964 10,857,964 Options to purchase shares of common stock 5,745,561 4,895,561 Shares of common stock issuable upon conversion of convertible notes payable – related party 5,815,514 5,214,806 Shares of common stock issuable upon conversion of convertible line of credit – related party 3,341,003 - Shares of common stock issuable upon conversion preferred stock 503,340 510,424 26,963,382 21,478,755 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Lease Commitments 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 one-half months other assets accrued expenses other long term liabilities The Company renewed its existing office space lease effective in February 2022 for 38 months at substantially the same terms. Maturity of operating lease as of December 31, 2022 in thousands: 2023 $ 50 2024 51 2025 18 Total 119 Less imputed interest 13 Present value of lease liability $ 106 The discount rate used in calculating the present value of the lease payments was 11%. 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 pending legal proceedings. Clinical Trial and Research Contingencies 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. |
Galectin Sciences LLC
Galectin Sciences LLC | 12 Months Ended |
Dec. 31, 2022 | |
Galectin Sciences LLC [Abstract] | |
Galectin Sciences LLC | 13. 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 have 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. As a result, the Company contributed the $73,000 needed for the fourth quarter of 2014 expenses of the LLC and an additional $2,306,000 in total from 2015 through 2020. The Company contributed $213,000 and $226,000 for the LLC expenses (recorded in research and development expenses) in 2022 and 2021, and SBH contributed $35,000 in 2019 and a total of $123,000 in 2017 and 2016, respectively. As of December 31, 2022, the Company’s ownership percentage in the LLC was 85.3%. 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. The Company’s portion of the LLC’s net loss for 2014, prior to the change in accounting discussed previously, was $400,000, which includes the Company’s proportionate share of the non-cash charge associated with the contributed IPR&D of $200,000. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 14. Income Taxes The components of the net deferred tax assets are as follows at December 31: 2022 2021 (in thousands) Operating loss carryforwards $ 53,119 $ 54,949 Tax credit carryforwards 3,558 3,720 Other temporary differences 9,168 1,652 65,845 60,321 Less valuation allowance (65,845 ) (60,321 ) Net deferred tax asset $ — $ — The primary factors affecting the Company’s income tax rates were as follows: 2022 2021 Tax benefit at U.S. statutory rates (21 %) (21 %) State tax benefit 4.2 % (4.7 %) Permanent differences 0.5 % 0.5 % Other (1.4 %) (0.1 %) Changes in valuation allowance 17.7 % 25.3 % 0 % 0 % As of December 31, 2022, the Company has federal and state net operating loss carryforwards totaling $80,810,000 and $87,141,000, respectively, which will never expire as a result of the 2017 Tax Act. As of December 31, 2022, the Company has federal and state net operating loss carryforwards totaling $131,317,000 and $102,003,000 respectively, which expire through 2037 2042 The Company is subject to taxation in the U.S. and various states. Based on the history of net operating losses all jurisdictions and tax years are open for examination until the operating losses are utilized or the statute of limitations expires. As of December 31, 2022 and 2021, the Company does not have any significant uncertain tax positions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation. The consolidated financial statements include the accounts of the Company and Galectin Therapeutics Security Corp., its wholly-owned subsidiary, which was incorporated in Delaware on December 23, 2003 and Galectin Sciences LLC (see Note 13). All intercompany transactions have been eliminated. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities. Management’s estimates and judgments include assumptions used in stock option valuations, useful lives of property and equipment and intangible assets, accrued liabilities, derivative valuations, deferred income taxes and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions. |
Fair Value Measurements | Fair Value Measurements . 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 estimated value of accounts payable and accrued expenses approximates their carrying value due to their short-term nature. See |
Cash and Cash Equivalents | Cash and Cash Equivalents. The Company considers all highly-liquid investments with original maturities of 90 days or less at the time of acquisition to be cash equivalents. The Company had no cash equivalents at December 31, 2022 or 2021. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets. Prepaid expenses and other assets consist principally of prepaid insurance, deposits related to the NAVIGATE trial and deferred financing costs (see Note 10). |
Property and Equipment | Property and Equipment. Property and equipment, including leasehold improvements, are stated at cost, net of accumulated depreciation and amortization, and are depreciated or amortized using the straight-line method over the estimated useful lives of the related assets of generally three years for computers and office equipment, five years for furniture and fixtures and the shorter of the useful life or life of the lease for leasehold improvements. |
Security Deposit | Security Deposit. At December 31, 2022 and 2021, the Company had a security deposit of $6,000 for leased office space included in Prepaid Expenses and Other Current Assets. |
Long-Lived Assets | Long-Lived Assets. The Company reviews all long-lived assets for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of assets to be held or used is measured by comparison of the carrying value of the asset to the future undiscounted net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds the discounted future cash flows expected to be generated by the asset. There were no impairments of long-lived assets at December 31, 2022 or 2021. |
Accrued Expenses | Accrued Expenses . As part of the process of preparing our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as of each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S. |
Warrants | Warrants. The Company has issued common stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end. There were no warrant liabilities as of December 31, 2022 or 2021. |
Research and Development Expenses | Research and Development Expenses. 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. |
Income Taxes | Income Taxes. The Company accounts for income taxes in accordance with the accounting rules that requires an asset and liability approach to accounting for income taxes based upon the future expected values of the related assets and liabilities. Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and for tax loss and credit carry forwards and are measured using the expected tax rates estimated to be in effect when such basis differences reverse. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will, more likely than not, be realized. |
Concentration of Credit Risk | Concentration of Credit Risk. Financial instruments that subject the Company to credit risk consist of cash and cash equivalents. The Company maintains cash and cash equivalents and certificates of deposit with well-capitalized financial institutions. At times, those amounts may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk beyond the normal credit risk associated with commercial banking relationships. The Company has no other significant concentrations of credit risk. |
Stock-Based Compensation | Stock-Based Compensation. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the service period, which generally represents the vesting period. For awards that have performance-based vesting conditions the Company recognizes the expense over the estimated period that the awards are expected to be earned. The Company generally uses the Black-Scholes option-pricing model to calculate the grant date fair value of stock options. The expense recognized over the service period is required to include an estimate of the awards that will be forfeited. |
Recent Accounting Standards | Recent Accounting Standards. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following at December 31: 2022 2021 (in thousands) Leasehold improvements $ 2 $ 2 Computer and office equipment 13 13 Furniture and fixtures 59 59 Total 74 74 Less accumulated depreciation and amortization (74 ) (74 ) Property and equipment — net $ — $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued expenses consist of the following at December 31: 2022 2021 (in thousands) Legal and accounting fees $ 65 $ 68 Accrued compensation 973 728 Lease liability 40 8 Accrued research and development costs and other 7,980 6,359 Total $ 9,058 $ 7,163 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Assets and Liabilities Measured and Recorded at Fair Value on Recurring Basis | Level 3 assets and liabilities measured and recorded at fair value on a recurring basis at December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Derivative Liability – Contingent Interest April Note $ 249,000 $ 495,000 Derivative Liability – Contingent Interest September Note $ 109,000 $ 250,000 Derivative Liability – Contingent Interest December Note $ 215,000 $ 385,000 |
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 2021 Note derivative liability – contingent interest was valued using a Monte Carlo Geometric Brownian Stock Path Model. The key assumptions used in the model at December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Stock Price $ 1.13 $ 2.07 Conversion Price of conversion feature $ 5.00 $ 5.00 Term 2.29 3.29 years Risk Free Interest Rate 4.41 % 0.97 % Credit Adjusted Discount Rate 14.76 % 8.43 % Volatility 81 % 80 % Dividend Rate 0 % 0 % |
Roll Forward of Derivative Liability - Contingent Interest | The roll forward of the April 2021 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 (246,000 ) Balance – December 31, 2022 $ 249,000 |
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 2021 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 December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Stock Price $ 1.13 $ 2.07 Conversion Price of conversion feature $ 8.64 $ 8.64 Term 2.72 years 3.72 years Risk Free Interest Rate 4.22 % 1.12 % Credit Adjusted Discount Rate 14.76 % 8.42 % Volatility 81 % 82 % Dividend Rate 0 % 0 % |
Roll Forward of Derivative Liability - Contingent Interest | The roll forward of the September 2021 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 (141,000 ) Balance – December 31, 2022 $ 109,000 |
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 2021 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 December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Stock Price $ 1.13 $ 2.07 Conversion Price of conversion feature $ 5.43 $ 5.43 Term 2.97 3.97 Risk Free Interest Rate 4.22 % 1.12 % Credit Adjusted Discount Rate 14.76 % 8.42 % Volatility 83 % 84 % Dividend Rate 0 % 0 % |
Roll Forward of Derivative Liability - Contingent Interest | The roll forward of the December 2021 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 (170,000 ) Balance – December 31, 2022 $ 215,000 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
Summary of Warrants Activity, Outstanding Warrants Issued in Connection with Equity and Debt Financings and Consultants | Warrant activity is summarized as follows: Warrants Weighted average exercise price Outstanding at December 31, 2020 12,538,204 $ 4.22 Issued — Exercised (1,180,240 ) 2.50 Canceled (500,000 ) 5.00 Outstanding at December 31, 2021 10,857,964 $ 4.37 Issued 700,000 4.43 Exercised — Canceled — Outstanding at December 31, 2022 11,557,964 $ 4.37 The following table summarizes information with regard to outstanding warrants issued in connection with equity and debt financings and consultants as of December 31, 2022. Issued in Connection With Number Issued Exercise Price Exercisable Date Expiration Date February 12, 2009 3.00 1,200,000 $ 3.00 February 12, 2009 February 12, 2024 May 13, 2009 3.00 600,000 $ 3.00 May 13, 2009 May 13, 2024 June 30, 2009 3.00 333,333 $ 3.00 June 30, 2009 June 30, 2024 August 12, 2009 3.00 200,000 $ 3.00 August 12, 2009 August 12, 2024 September 30, 2009 3.00 216,666 $ 3.00 September 30, 2009 September 30, 2024 November 4, 2009 3.00 106,666 $ 3.00 November 4, 2009 November 4, 2024 December 8, 2009 3.00 133,143 $ 3.00 December 8, 2009 December 8, 2024 January 29, 2010 3.00 216,667 $ 3.00 January 29, 2010 January 29, 2025 March 8, 2010 3.00 223,334 $ 3.00 March 8, 2010 March 8, 2025 April 30, 2010 3.00 204,192 $ 3.00 April 30, 2010 April 30, 2025 May 10, 2010 3.00 143,166 $ 3.00 May 10, 2010 May 10, 2025 September 22, 2016 3.00 698,158 $ 3.00 September 22, 2016 September 22, 2023 September 29, 2016 3.00 846,100 $ 3.00 September 29, 2016 September 29, 2023 December 22, 2016 1,466,204 $ 5.00 December 22, 2016 December 23, 2023 December 23, 2016 3.00 924,780 $ 3.00 December 23, 2016 December 23, 2023 December 28, 2016 644,468 $ 5.00 December 28, 2016 December 28, 2023 February 27, 2017 76,776 $ 5.00 February 27, 2017 February 27, 2024 2018 and 2017 Warrants issued for services 2,157 $ 5.00 Various dates in 2018 and 2017 Various dates in 2025 and 2024 May 23, 2019 2,622,154 $ 7.00 May 23, 2019 May 23, 2026 July 22, 2022 500,000 $ 5.00 July 22, 2022 July 31, 2029 December 19, 2022 200,000 $ 3.00 December 19, 2022 July 31, 2029 Total outstanding warrants 11,557,964 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 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: Year Ended December 31, 2022 2021 Research and development $ 810 $ 420 General and administrative 2,057 1,656 Total stock-based compensation expense $ 2,867 $ 2,076 |
Weighted Average Assumptions Used to Determine Fair Value of Options Granted | The fair value of the options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: 2022 2021 Risk-free interest rate 1.85 % 0.66 % Expected life of the options 5.7 years 6.0 years Expected volatility of the underlying stock 93.7 % 91.7 % Expected dividend rate 0 % 0 % |
Stock Option Activity | The following table summarizes the stock option activity in the stock-based compensation plans: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2020 3,987,575 $ 4.29 Granted 2,660,000 2.39 Forfeited/Cancelled (1,603,073 ) 5.31 Exercised (148,941 ) 2.35 Outstanding, December 31, 2021 4,895,561 $ 3.14 Granted 1,070,000 1.75 Forfeited/Cancelled (220,000 ) 2.68 Exercised — — Outstanding, December 31, 2022 5,745,561 $ 2.90 7.38 $ 30 Exercisable, December 31, 2022 3,551,395 $ 3.35 6.71 $ 29 |
Outstanding and Exercisable Options under Stock Based Compensation Plans | The following table summarizes additional information regarding outstanding and exercisable options under our stock-based compensation plans at December 31, 2022: Options Outstanding Options Exercisable Exercise Price (Range) Number of Shares Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price (in years) $0.87 – 1.00 120,500 3.96 $ 0.89 120,500 $ 0.89 $1.01 – 3.00 4,364,521 8.11 2.19 2,300,356 2.31 $3.01 – 5.00 903,040 5.85 4.14 773,039 4.31 $5.01 – 8.00 220,000 5.11 5.92 220,000 5.92 $8.01 – 13.38 137,500 1.06 13.38 137,500 13.38 5,745,561 7.38 $ 2.90 3,551,395 $ 3.35 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loss Per Share [Abstract] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2022 and 2021 as the inclusion thereof would have been anti-dilutive: Year Ended December 31, 2022 (Shares) 2021 (Shares) Warrants to purchase shares of common stock 11,557,964 10,857,964 Options to purchase shares of common stock 5,745,561 4,895,561 Shares of common stock issuable upon conversion of convertible notes payable – related party 5,815,514 5,214,806 Shares of common stock issuable upon conversion of convertible line of credit – related party 3,341,003 - Shares of common stock issuable upon conversion preferred stock 503,340 510,424 26,963,382 21,478,755 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Maturity of Operating Lease | Maturity of operating lease as of December 31, 2022 in thousands: 2023 $ 50 2024 51 2025 18 Total 119 Less imputed interest 13 Present value of lease liability $ 106 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Components of Net Deferred Tax Assets | The components of the net deferred tax assets are as follows at December 31: 2022 2021 (in thousands) Operating loss carryforwards $ 53,119 $ 54,949 Tax credit carryforwards 3,558 3,720 Other temporary differences 9,168 1,652 65,845 60,321 Less valuation allowance (65,845 ) (60,321 ) Net deferred tax asset $ — $ — |
Primary Factors Affecting Income Tax Rates | The primary factors affecting the Company’s income tax rates were as follows: 2022 2021 Tax benefit at U.S. statutory rates (21 %) (21 %) State tax benefit 4.2 % (4.7 %) Permanent differences 0.5 % 0.5 % Other (1.4 %) (0.1 %) Changes in valuation allowance 17.7 % 25.3 % 0 % 0 % |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation and Liquidity (Details) - USD ($) | Dec. 31, 2022 | Jul. 25, 2022 | Dec. 31, 2021 |
Nature of Business, Basis of Presentation and Liquidity [Abstract] | |||
Cash and cash equivalents | $ 18,592,000 | $ 39,648,000 | |
Richard E. Uihlein [Member] | Unsecured Convertible Promissory Note [Member] | |||
Nature of Business, Basis of Presentation and Liquidity [Abstract] | |||
Line of credit | $ 60,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer and Office Equipment [Member] | |
Property and Equipment [Abstract] | |
Estimated useful life | 3 years |
Furniture and Fixtures [Member] | |
Property and Equipment [Abstract] | |
Estimated useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Security Deposit (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Security Deposit [Abstract] | ||
Security deposit for leased office space | $ 6,000 | $ 6,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Long-Lived Assets [Abstract] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Warrants (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Warrants [Abstract] | ||
Warrant liabilities | $ 0 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment [Abstract] | ||
Property and equipment | $ 74,000 | $ 74,000 |
Less accumulated depreciation and amortization | (74,000) | (74,000) |
Property and equipment - net | 0 | 0 |
Depreciation and amortization expense | 0 | 0 |
Leasehold Improvements [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment | 2,000 | 2,000 |
Computer and Office Equipment [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment | 13,000 | 13,000 |
Furniture and Fixtures [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment | $ 59,000 | $ 59,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses [Abstract] | ||
Legal and accounting fees | $ 65,000 | $ 68,000 |
Accrued compensation | 973,000 | 728,000 |
Lease liability | $ 40,000 | $ 8,000 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total |
Accrued research and development costs and other | $ 7,980,000 | $ 6,359,000 |
Total | $ 9,058,000 | $ 7,163,000 |
Convertible Notes Payable - R_2
Convertible Notes Payable - Related Party (Details) | 12 Months Ended | ||||||||
Dec. 30, 2025 USD ($) | Sep. 17, 2025 USD ($) | Apr. 16, 2025 USD ($) | Dec. 31, 2021 USD ($) | Dec. 20, 2021 USD ($) PromissoryNote $ / shares | Sep. 17, 2021 USD ($) PromissoryNote loan | Apr. 16, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Convertible Notes Payable - Related Party [Abstract] | |||||||||
Fair value of derivative liability | $ 1,130,000 | $ 573,000 | $ 1,130,000 | ||||||
Change in fair value of derivative | (557,000) | (138,000) | |||||||
April Note [Member] | |||||||||
Convertible Notes Payable - Related Party [Abstract] | |||||||||
Change in fair value of derivative | (246,000) | 75,000 | |||||||
Amortization of debt discount | 420,000 | ||||||||
Additional interest expense | $ 105,000 | 74,000 | |||||||
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 | ||||||||
Interest rate compounded annually | 2% | ||||||||
Effective interest rate | 3% | ||||||||
Accrued interest expense | $ 200,000 | 142,000 | |||||||
Additional interest rate per quarter | 2.50% | ||||||||
Additional interest rate per annum from issuance date to maturity date period | 10% | ||||||||
Fair value of derivative liability | 495,000 | $ 420,000 | 249,000 | 495,000 | |||||
September Note [Member] | |||||||||
Convertible Notes Payable - Related Party [Abstract] | |||||||||
Change in fair value of derivative | (141,000) | (183,000) | |||||||
Amortization of debt discount | 433,000 | ||||||||
Additional interest expense | $ 108,000 | 32,000 | |||||||
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 | ||||||||
Interest rate compounded annually | 2% | ||||||||
Effective interest rate | 3% | ||||||||
Accrued interest expense | $ 200,000 | 58,000 | |||||||
Additional interest rate per quarter | 2.50% | ||||||||
Additional interest rate per annum from issuance date to maturity date period | 10% | ||||||||
Fair value of derivative liability | 250,000 | $ 433,000 | 109,000 | 250,000 | |||||
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% | ||||||||
Effective interest rate | 3% | ||||||||
Accrued interest expense | 200,000 | 7,000 | |||||||
Additional interest rate per quarter | 2.50% | ||||||||
Additional interest rate per annum from issuance date to maturity date period | 10% | ||||||||
Fair value of derivative liability | 385,000 | $ 415,000 | 214,000 | 385,000 | |||||
Change in fair value of derivative | $ (170,000) | (30,000) | |||||||
Amortization of debt discount | 415,000 | ||||||||
Additional interest expense | $ 104,000 | $ 3,000 | |||||||
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 ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | $ 573,000 | $ 1,130,000 | |
April Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 249,000 | 495,000 | $ 0 |
September Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 109,000 | 250,000 | 0 |
December Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 215,000 | $ 385,000 | $ 0 |
Recurring [Member] | April Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 495,000 | ||
Recurring [Member] | April Note [Member] | Level 3 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 249,000 | ||
Recurring [Member] | September Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 250,000 | ||
Recurring [Member] | September Note [Member] | Level 3 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 109,000 | ||
Recurring [Member] | December Note [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | 385,000 | ||
Recurring [Member] | December Note [Member] | Level 3 [Member] | |||
Assets and Liabilities Measured at Fair Value [Abstract] | |||
Derivative Liability - Contingent Interest | $ 215,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments, Key Assumptions (Details) | 12 Months Ended | |||
Dec. 20, 2021 | Sep. 17, 2021 | Apr. 16, 2021 | Dec. 31, 2022 | |
Stock Price [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 1.13 | 2.07 | ||
Stock Price [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 1.13 | 2.07 | ||
Stock Price [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 1.13 | 2.07 | ||
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 | 2 years 3 months 14 days | 3 years 3 months 14 days | ||
Term [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Term | 2 years 8 months 19 days | 3 years 8 months 19 days | ||
Term [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Term | 2 years 11 months 19 days | 3 years 11 months 19 days | ||
Risk Free Interest Rate [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.0441 | 0.0097 | ||
Risk Free Interest Rate [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.0422 | 0.0112 | ||
Risk Free Interest Rate [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.0422 | 0.0112 | ||
Credit Adjusted Discount Rate [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.1476 | 0.0843 | ||
Credit Adjusted Discount Rate [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.1476 | 0.0842 | ||
Credit Adjusted Discount Rate [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.1476 | 0.0842 | ||
Volatility [Member] | April Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.81 | 0.80 | ||
Volatility [Member] | September Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.81 | 0.82 | ||
Volatility [Member] | December Note [Member] | ||||
Key Assumptions [Abstract] | ||||
Derivative liability, measurement input | 0.83 | 0.84 | ||
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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Roll Forward of Derivative Liability [Roll Forward] | ||
Balance | $ 1,130,000 | |
Fair Value Adjustment | (557,000) | $ (138,000) |
Balance | 573,000 | 1,130,000 |
April Note [Member] | ||
Roll Forward of Derivative Liability [Roll Forward] | ||
Balance | 495,000 | 0 |
Issuance of convertible note payable - related party | 420,000 | |
Fair Value Adjustment | (246,000) | 75,000 |
Balance | 249,000 | 495,000 |
September Note [Member] | ||
Roll Forward of Derivative Liability [Roll Forward] | ||
Balance | 250,000 | 0 |
Issuance of convertible note payable - related party | 433,000 | |
Fair Value Adjustment | (141,000) | (183,000) |
Balance | 109,000 | 250,000 |
December Note [Member] | ||
Roll Forward of Derivative Liability [Roll Forward] | ||
Balance | 385,000 | 0 |
Issuance of convertible note payable - related party | 415,000 | |
Fair Value Adjustment | (170,000) | (30,000) |
Balance | $ 215,000 | $ 385,000 |
Stockholders' Equity, Issuance
Stockholders' Equity, Issuance of Common Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Undesignated stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Convertible preferred stock, shares authorized (in shares) | 1,742,500 | 1,742,500 |
Issuance of common stock (in shares) | 59,426,005 | 59,341,305 |
Net proceeds from issuance of common stock | $ 0 | $ 6,814,000 |
2020 Market Agreement [Member] | ||
Stockholders' Equity [Abstract] | ||
Aggregate offering price | $ 40,000,000 | |
Percentage of commission rate to be paid to sales agent | 3% | |
Issuance of common stock (in shares) | 0 | 845,214 |
Net proceeds from issuance of common stock | $ 3,864,000 | |
Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Convertible preferred stock, shares authorized (in shares) | 12,748,500 | |
Series A 12% Convertible Preferred Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Convertible preferred stock, shares authorized (in shares) | 1,742,500 | |
Series B-1 Convertible Preferred Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Convertible preferred stock, shares authorized (in shares) | 900,000 | |
Series B-2 Convertible Preferred Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Convertible preferred stock, shares authorized (in shares) | 2,100,000 | |
Series B-3 Convertible Preferred Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Convertible preferred stock, shares authorized (in shares) | 2,508,000 | |
Series C 6% Super Dividend Redeemable Convertible Preferred Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Convertible preferred stock, shares authorized (in shares) | 1,000 |
Stockholders' Equity, Series A
Stockholders' Equity, Series A 12% Convertible Preferred Stock (Details) - $ / shares | 12 Months Ended | |||
Feb. 04, 2008 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity [Abstract] | ||||
Share price (in dollars per share) | $ 1.13 | |||
Series A 12% Convertible Preferred Stock [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Preferred stock, dividend rate | 12% | |||
Shares issued, price (in dollars per share) | $ 6 | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Weighted average price percentage | 100% | |||
Convertible preferred stock (in shares) | 42,500 | 0 | 465,000 | |
Common stock issued upon conversion (in shares) | 7,287 | 73,865 | ||
Series A 12% Convertible Preferred Stock [Member] | Scenario 1 [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Exercise price of warrant (in dollars per share) | $ 9 | |||
Number of consecutive trading days | 20 days | |||
Series A 12% Convertible Preferred Stock [Member] | Scenario 2 [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Exercise price of warrant (in dollars per share) | $ 12 | |||
Number of consecutive trading days | 15 days | |||
Series A 12% Convertible Preferred Stock [Member] | Minimum [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Share price (in dollars per share) | $ 18 |
Stockholders' Equity, Series C
Stockholders' Equity, Series C 6% Super Dividend Redeemable Convertible Preferred Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2011 | Dec. 30, 2010 | Dec. 29, 2010 | Jan. 31, 2011 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2017 | |
Redeemable Convertible Preferred Stock [Abstract] | ||||||||||
Warrants issued (in shares) | 11,557,964 | |||||||||
Common stock shares outstanding (in shares) | 59,426,005 | 59,341,305 | ||||||||
Minimum closing price of common stock (in dollars per share) | $ 1.13 | |||||||||
Common Stock [Member] | ||||||||||
Redeemable Convertible Preferred Stock [Abstract] | ||||||||||
Preferred stock issued (in shares) | 845,214 | |||||||||
Series C 6% Super Dividend Redeemable Convertible Preferred Stock [Member] | ||||||||||
Redeemable Convertible Preferred Stock [Abstract] | ||||||||||
Preferred stock issued (in shares) | 212 | 13 | ||||||||
Preferred stock par value (in dollars per share) | $ 0.01 | |||||||||
Shares issued, price (in dollars per share) | $ 10,000 | $ 10,000 | ||||||||
Stated value of dividend payment (in dollars per share) | $ 10,000 | |||||||||
Gross proceeds from issuance of preferred stock | $ 2,120,000 | $ 130,000 | ||||||||
Transaction costs | 47,000 | |||||||||
Net proceeds from issuance of preferred stock | $ 2,073,000 | |||||||||
Warrants issued (in shares) | 500 | |||||||||
Exercise price of warrant (in dollars per share) | $ 7.2 | |||||||||
Common stock share conversion price (in dollars per share) | $ 6 | |||||||||
Common stock shares issued (in shares) | 1,667 | |||||||||
Preferred stock shares upon conversion (in shares) | 33,756 | 40,193 | 8,334 | 293,340 | ||||||
Number of consecutive trading days | 15 days | 10 days | ||||||||
Preferred stock, dividend rate | 6% | |||||||||
Preferred stock redemption price (in dollars per share) | $ 3 | $ 3 | ||||||||
Post conversion dividend rights (in shares) | 20 | 24 | 5 | |||||||
Post conversion redemption right, return on investment multiplier amount | $ 10,000 | |||||||||
Closing days after conversion rights | 30 days | |||||||||
Series C 6% Super Dividend Redeemable Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||
Redeemable Convertible Preferred Stock [Abstract] | ||||||||||
Preferred stock issued (in shares) | 1,000 | |||||||||
Stated value of dividend payment (in dollars per share) | $ 10,000 | |||||||||
Convertible preferred stock dividend | $ 100,000 | |||||||||
Series C 6% Super Dividend Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||||||
Redeemable Convertible Preferred Stock [Abstract] | ||||||||||
Common stock shares outstanding (in shares) | 176 | 176 | ||||||||
Minimum closing price of common stock (in dollars per share) | $ 18 | |||||||||
Series C 6% Super Dividend Redeemable Convertible Preferred Stock [Member] | Dividend Payment Scenario One [Member] | ||||||||||
Redeemable Convertible Preferred Stock [Abstract] | ||||||||||
Dividend as percentage of net sales | 2.50% | |||||||||
Series C 6% Super Dividend Redeemable Convertible Preferred Stock [Member] | Dividend Payment Scenario Two [Member] | ||||||||||
Redeemable Convertible Preferred Stock [Abstract] | ||||||||||
Dividend as percentage of net sales | 1.25% |
Stockholders' Equity, Return on
Stockholders' Equity, Return on Investment (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Rights | Dec. 31, 2021 USD ($) | |
ROI Percentage [Abstract] | ||
ROI before second anniversary of date of issuance | 200% | |
ROI after second anniversary but before third anniversary of date of issuance | 250% | |
ROI after third anniversary but before fourth anniversary of date of issuance | 300% | |
ROI after fourth anniversary but before fifth anniversary of date of issuance | 350% | |
ROI after fifth anniversary but before sixth anniversary of date of issuance | 400% | |
ROI after sixth anniversary but before seventh anniversary of date of issuance | 450% | |
ROI after seventh anniversary but before eighth anniversary of date of issuance | 500% | |
ROI after eighth anniversary but before ninth anniversary of date of issuance | 550% | |
Redeemable Convertible Preferred Stock [Abstract] | ||
Convertible preferred stock, redemption value | $ 8,335,000 | |
Series C 6% Super Dividend Redeemable Convertible Preferred Stock [Member] | ||
Redeemable Convertible Preferred Stock [Abstract] | ||
Convertible preferred stock, redemption value | $ 8,335,000 | |
Convertible preferred stock, voting rights | Rights | 0 |
Warrants, Summary of Warrant Ac
Warrants, Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Exercise Price [Abstract] | ||
Outstanding at beginning of period (in dollars per share) | $ 4.37 | $ 4.22 |
Issued (in dollars per share) | 4.43 | |
Exercised (in dollars per share) | 2.5 | |
Cancelled (in dollars per share) | 5 | |
Outstanding at end of period (in dollars per share) | $ 4.37 | $ 4.37 |
Warrants [Member] | ||
Warrants Activity [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 10,857,964 | 12,538,204 |
Issued (in shares) | 700,000 | 0 |
Exercised (in shares) | 0 | (1,180,240) |
Cancelled (in shares) | 0 | (500,000) |
Outstanding at end of period (in shares) | 11,557,964 | 10,857,964 |
Warrants, Summary of Outstandin
Warrants, Summary of Outstanding Warrants Issued in Connection with Equity and Debt Financing and Consultants (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 11,557,964 |
February 12, 2009 Series B-1 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 1,200,000 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Feb. 12, 2009 |
Expiration date | Feb. 12, 2024 |
Warrant issue date | Feb. 12, 2009 |
Warrants issued price (in dollars per share) | $ 3 |
May 13, 2009 Series B-2 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 600,000 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | May 13, 2009 |
Expiration date | May 13, 2024 |
Warrant issue date | May 13, 2009 |
Warrants issued price (in dollars per share) | $ 3 |
June 30, 2009 Series B-2 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 333,333 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Jun. 30, 2009 |
Expiration date | Jun. 30, 2024 |
Warrant issue date | Jun. 30, 2009 |
Warrants issued price (in dollars per share) | $ 3 |
August 12, 2009 Series B-2 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 200,000 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Aug. 12, 2009 |
Expiration date | Aug. 12, 2024 |
Warrant issue date | Aug. 12, 2009 |
Warrants issued price (in dollars per share) | $ 3 |
September 30, 2009 Series B-2 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 216,666 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Sep. 30, 2009 |
Expiration date | Sep. 30, 2024 |
Warrant issue date | Sep. 30, 2009 |
Warrants issued price (in dollars per share) | $ 3 |
November 4, 2009 Series B-2 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 106,666 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Nov. 04, 2009 |
Expiration date | Nov. 04, 2024 |
Warrant issue date | Nov. 04, 2009 |
Warrants issued price (in dollars per share) | $ 3 |
December 8, 2009 Series B-2 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 133,143 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Dec. 08, 2009 |
Expiration date | Dec. 08, 2024 |
Warrant issue date | Dec. 08, 2009 |
Warrants issued price (in dollars per share) | $ 3 |
January 29, 2010 Series B-2 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 216,667 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Jan. 29, 2010 |
Expiration date | Jan. 29, 2025 |
Warrant issue date | Jan. 29, 2010 |
Warrants issued price (in dollars per share) | $ 3 |
March 8, 2010 Series B-2 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 223,334 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Mar. 08, 2010 |
Expiration date | Mar. 08, 2025 |
Warrant issue date | Mar. 08, 2010 |
Warrants issued price (in dollars per share) | $ 3 |
April 30, 2010 Series B-2 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 204,192 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Apr. 30, 2010 |
Expiration date | Apr. 30, 2025 |
Warrant issue date | Apr. 30, 2010 |
Warrants issued price (in dollars per share) | $ 3 |
May 10, 2010 Series B-2 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 143,166 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | May 10, 2010 |
Expiration date | May 10, 2025 |
Warrant issue date | May 10, 2010 |
Warrants issued price (in dollars per share) | $ 3 |
September 22, 2016 Series B-3 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 698,158 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Sep. 22, 2016 |
Expiration date | Sep. 22, 2023 |
Warrant issue date | Sep. 22, 2016 |
Warrants issued price (in dollars per share) | $ 3 |
September 29, 2016 Series B-3 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 846,100 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Sep. 29, 2016 |
Expiration date | Sep. 29, 2023 |
Warrant issue date | Sep. 29, 2016 |
Warrants issued price (in dollars per share) | $ 3 |
December 22, 2016 Private Placement Warrants [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 1,466,204 |
Exercise price (in dollars per share) | $ 5 |
Exercisable date | Dec. 22, 2016 |
Expiration date | Dec. 23, 2023 |
Warrant issue date | Dec. 22, 2016 |
December 23, 2016 Series B-3 Transaction [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 924,780 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Dec. 23, 2016 |
Expiration date | Dec. 23, 2023 |
Warrant issue date | Dec. 23, 2016 |
Warrants issued price (in dollars per share) | $ 3 |
December 28, 2016 Private Placement Warrants [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 644,468 |
Exercise price (in dollars per share) | $ 5 |
Exercisable date | Dec. 28, 2016 |
Expiration date | Dec. 28, 2023 |
Warrant issue date | Dec. 28, 2016 |
February 27, 2017 Private Placement Warrants [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 76,776 |
Exercise price (in dollars per share) | $ 5 |
Exercisable date | Feb. 27, 2017 |
Expiration date | Feb. 27, 2024 |
Warrant issue date | Feb. 27, 2017 |
2018 and 2017 Warrants issued for services [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 2,157 |
Exercise price (in dollars per share) | $ 5 |
May 23, 2019 Rights offering warrants [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 2,622,154 |
Exercise price (in dollars per share) | $ 7 |
Exercisable date | May 23, 2019 |
Expiration date | May 23, 2026 |
Warrant issue date | May 23, 2019 |
July 22, 2022 Warrants issued in connection of related party line of credit [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 500,000 |
Exercise price (in dollars per share) | $ 5 |
Exercisable date | Jul. 22, 2022 |
Expiration date | Jul. 31, 2029 |
Warrant issue date | Jul. 22, 2022 |
December 19, 2022 Warrants issued for draw on related party line of credit [Member] | |
Outstanding Warrants [Abstract] | |
Number issued (in shares) | shares | 200,000 |
Exercise price (in dollars per share) | $ 3 |
Exercisable date | Dec. 19, 2022 |
Expiration date | Jul. 31, 2029 |
Warrant issue date | Dec. 19, 2022 |
Stock-Based Compensation, Summa
Stock-Based Compensation, Summary of Stock-Based Compensation Plans (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2008 | |
Stock-Based Compensation Expense [Abstract] | |||||
Non-plan stock option grants to employees and non-employees (in shares) | 1,070,000 | 2,660,000 | |||
Non-plan grants outstanding (in shares) | 5,745,561 | 4,895,561 | 3,987,575 | ||
Equity Incentive Plan 2019 [Member] | |||||
Stock-Based Compensation Expense [Abstract] | |||||
Number of shares authorized for issuance (in shares) | 7,000,000 | 4,000,000 | |||
Stock awards, available for future grant (in shares) | 1,966,279 | ||||
Incentive Compensation Plan 2009 [Member] | |||||
Stock-Based Compensation Expense [Abstract] | |||||
Number of shares authorized for issuance (in shares) | 6,733,334 |
Stock-Based Compensation, Compo
Stock-Based Compensation, Components of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation Expense [Abstract] | ||
Total stock-based compensation expense | $ 2,867 | $ 2,076 |
Research and Development [Member] | ||
Stock-Based Compensation Expense [Abstract] | ||
Total stock-based compensation expense | 810 | 420 |
General and Administrative [Member] | ||
Stock-Based Compensation Expense [Abstract] | ||
Total stock-based compensation expense | $ 2,057 | $ 1,656 |
Stock-Based Compensation, Weigh
Stock-Based Compensation, Weighted Average Assumptions Used to Determine Fair Value of Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Assumptions for Stock Options Granted [Abstract] | ||
Risk-free interest rate | 1.85% | 0.66% |
Expected life of the options | 5 years 8 months 12 days | 6 years |
Expected volatility of the underlying stock | 93.70% | 91.70% |
Expected dividend rate | 0% | 0% |
Expected dividend yield used in the option valuation model | 0% | 0% |
Minimum [Member] | ||
Weighted Average Assumptions for Stock Options Granted [Abstract] | ||
Expected life of the options | 5 years | |
Award term | 5 years | |
Maximum [Member] | ||
Weighted Average Assumptions for Stock Options Granted [Abstract] | ||
Expected life of the options | 6 years | |
Award term | 10 years |
Stock-Based Compensation, Stock
Stock-Based Compensation, Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Option Activity [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 4,895,561 | 3,987,575 |
Granted (in shares) | 1,070,000 | 2,660,000 |
Forfeited/cancelled (in shares) | (220,000) | (1,603,073) |
Exercised (in shares) | 0 | (148,941) |
Outstanding at end of period (in shares) | 5,745,561 | 4,895,561 |
Exercisable, end of period (in shares) | 3,551,395 | |
Weighted Average Exercise Price [Abstract] | ||
Outstanding at beginning of period (in dollars per share) | $ 3.14 | $ 4.29 |
Granted (in dollars per share) | 1.75 | 2.39 |
Forfeited/cancelled (in dollars per share) | 2.68 | 5.31 |
Exercised (in dollars per share) | 0 | 2.35 |
Outstanding at beginning of period (in dollars per share) | 2.9 | 3.14 |
Exercisable, end of period (in dollars per share) | $ 3.35 | |
Weighted Average Remaining Contractual Life [Abstract] | ||
Outstanding end of the period | 7 years 4 months 17 days | |
Exercisable, end of the period | 6 years 8 months 15 days | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding at end of period | $ 30,000 | |
Exercisable, end of period | $ 29,000 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized [Abstract] | ||
Common stock price (in dollars per share) | $ 1.13 | |
Weighted-average grant-date fair values of options granted (in dollars per share) | $ 1.31 | $ 1.78 |
Unvested option (in shares) | 2,194,166 | 2,737,084 |
Unrecognized compensation cost | $ 2,209,000 | |
Unrecognized compensation cost, recognition period | 1 year 5 months 12 days | |
Intrinsic value of stock options | $ 0 | $ 532,447 |
Options vested (in shares) | 1,452,918 | 284,583 |
Total fair value of options vested | $ 2,382,842 | $ 514,287 |
Stock-Based Compensation, Outst
Stock-Based Compensation, Outstanding and Exercisable Options under Stock Based Compensation Plans (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Options Outstanding [Abstract] | |
Options Outstanding, Number of Shares (in shares) | shares | 5,745,561 |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 4 months 17 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 2.9 |
Options Exercisable [Abstract] | |
Options Exercisable, Number of Shares (in shares) | shares | 3,551,395 |
Options Exercisable, Number of Shares (in dollars per share) | $ 3.35 |
$0.87-$1.00 [Member] | |
Options Outstanding [Abstract] | |
Options Outstanding, Number of Shares (in shares) | shares | 120,500 |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 11 months 15 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 0.89 |
Options Exercisable [Abstract] | |
Options Exercisable, Number of Shares (in shares) | shares | 120,500 |
Options Exercisable, Number of Shares (in dollars per share) | $ 0.89 |
$1.01-$3.00 [Member] | |
Options Outstanding [Abstract] | |
Options Outstanding, Number of Shares (in shares) | shares | 4,364,521 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 1 month 9 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 2.19 |
Options Exercisable [Abstract] | |
Options Exercisable, Number of Shares (in shares) | shares | 2,300,356 |
Options Exercisable, Number of Shares (in dollars per share) | $ 2.31 |
$3.01-$5.00 [Member] | |
Options Outstanding [Abstract] | |
Options Outstanding, Number of Shares (in shares) | shares | 903,040 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 10 months 6 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.14 |
Options Exercisable [Abstract] | |
Options Exercisable, Number of Shares (in shares) | shares | 773,039 |
Options Exercisable, Number of Shares (in dollars per share) | $ 4.31 |
$5.01 - $8.00 [Member] | |
Options Outstanding [Abstract] | |
Options Outstanding, Number of Shares (in shares) | shares | 220,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 1 month 9 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.92 |
Options Exercisable [Abstract] | |
Options Exercisable, Number of Shares (in shares) | shares | 220,000 |
Options Exercisable, Number of Shares (in dollars per share) | $ 5.92 |
$8.01-$13.38 [Member] | |
Options Outstanding [Abstract] | |
Options Outstanding, Number of Shares (in shares) | shares | 137,500 |
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 21 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 13.38 |
Options Exercisable [Abstract] | |
Options Exercisable, Number of Shares (in shares) | shares | 137,500 |
Options Exercisable, Number of Shares (in dollars per share) | $ 13.38 |
Minimum [Member] | $0.87-$1.00 [Member] | |
Options Outstanding [Abstract] | |
Minimum Exercise Price (in dollars per share) | 0.87 |
Minimum [Member] | $1.01-$3.00 [Member] | |
Options Outstanding [Abstract] | |
Minimum Exercise Price (in dollars per share) | 1.01 |
Minimum [Member] | $3.01-$5.00 [Member] | |
Options Outstanding [Abstract] | |
Minimum Exercise Price (in dollars per share) | 3.01 |
Minimum [Member] | $5.01 - $8.00 [Member] | |
Options Outstanding [Abstract] | |
Minimum Exercise Price (in dollars per share) | 5.01 |
Minimum [Member] | $8.01-$13.38 [Member] | |
Options Outstanding [Abstract] | |
Minimum Exercise Price (in dollars per share) | 8.01 |
Maximum [Member] | $0.87-$1.00 [Member] | |
Options Outstanding [Abstract] | |
Maximum Exercise Price (in dollars per share) | 1 |
Maximum [Member] | $1.01-$3.00 [Member] | |
Options Outstanding [Abstract] | |
Maximum Exercise Price (in dollars per share) | 3 |
Maximum [Member] | $3.01-$5.00 [Member] | |
Options Outstanding [Abstract] | |
Maximum Exercise Price (in dollars per share) | 5 |
Maximum [Member] | $5.01 - $8.00 [Member] | |
Options Outstanding [Abstract] | |
Maximum Exercise Price (in dollars per share) | 8 |
Maximum [Member] | $8.01-$13.38 [Member] | |
Options Outstanding [Abstract] | |
Maximum Exercise Price (in dollars per share) | $ 13.38 |
Stock-Based Compensation, Restr
Stock-Based Compensation, Restricted Stock Issuances (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Director shares | Dec. 31, 2021 USD ($) Director shares | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | ||
Amortized expense | $ 2,867,000 | $ 2,076,000 |
Restricted Stock [Member] | ||
Share-based Payment Arrangement, Noncash Expense [Abstract] | ||
Number of Directors | Director | 1 | 1 |
Restricted stock awards granted (in shares) | shares | 17,677 | 16,588 |
Amortized expense | $ 35,000 | $ 35,000 |
Stock-Based Compensation, Defer
Stock-Based Compensation, Deferred Stock Units (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Grants [Abstract] | ||
Unrecognized compensation cost | $ 2,209,000 | |
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% | |
Percentage of base salary paid in deferred stock units | 80% | |
Percentage of DSUs shall be credited on March 1, 2021 | 25% | |
Percentage of DSUs shall be credited on September 1, 2021 | 25% | |
Percentage of DSUs shall be credited on March 1, 2024 | 50% | |
Stock based compensation expense | $ 418,000 | $ 400,000 |
Common stock reserved for future issuance (in shares) | 268,596 | 142,206 |
Common Stock Weighted average Grant Date fair Value (in dollars per share) | $ 1.56 | $ 2.81 |
Chief Executive Officer [Member] | Bonus Shares [Member] | ||
Restricted Stock Grants [Abstract] | ||
Stock based compensation expense | $ 200,000 | $ 60,000 |
Common stock reserved for future issuance (in shares) | 103,627 | 27,027 |
Common Stock Weighted average Grant Date fair Value (in dollars per share) | $ 1.93 | $ 2.22 |
Reclassification of accrued compensation to additional paid in capital | $ 200,000 | $ 60,000 |
Convertible Line of Credit - _2
Convertible Line of Credit - Related Party (Details) - USD ($) | 12 Months Ended | |||
Dec. 19, 2022 | Jul. 25, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Line of Credit - Related Party [Abstract] | ||||
Share price (in dollars per share) | $ 1.13 | |||
Proceeds from lines of credit | $ 10,000,000 | $ 0 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Expected life | 5 years 8 months 12 days | 6 years | ||
Expected volatility | 93.70% | 91.70% | ||
Risk free interest rate | 1.85% | 0.66% | ||
Expected dividend | 0% | 0% | ||
Warrants [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Warrants issuance value | $ 738,000 | |||
Expected life | 7 years | |||
Expected volatility | 92% | |||
Risk free interest rate | 3.19% | |||
Expected dividend | 0% | |||
Amortization of interest expense | $ 92,000 | |||
Warrant One [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Warrants issuance value | $ 160,780 | |||
Expected life | 7 years | |||
Expected volatility | 91% | |||
Risk free interest rate | 4.06% | |||
Expected dividend | 0% | |||
Amortization of interest expense | $ 2,000 | |||
Minimum [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Expected life | 5 years | |||
Maximum [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Expected life | 6 years | |||
Richard E. Uihlein [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Percentage of warrants equal to the closing price of common stock | 150% | |||
Warrants expiry date | Jul. 31, 2029 | |||
Richard E. Uihlein [Member] | Warrants [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Exercise price of warrant (in dollars per share) | $ 5 | |||
Richard E. Uihlein [Member] | Warrant One [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Exercise price of warrant (in dollars per share) | $ 3 | |||
Richard E. Uihlein [Member] | Unsecured Convertible Promissory Note [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Line of credit | $ 60,000,000 | |||
Additional short term borrowing interest rate | 2% | 2% | ||
Borrowings repayment due date | Jan. 31, 2026 | |||
Share price (in dollars per share) | $ 3 | |||
Proceeds from lines of credit | $ 10,000,000 | |||
Interest rate on short term loans | 6.40% | |||
Short term borrowing interest rate | 4.46% | |||
Short term borrowing effective interest rate | 7.10% | |||
Accrued interest | $ 23,000 | |||
Richard E. Uihlein [Member] | Unsecured Convertible Promissory Note [Member] | Minimum [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Share price (in dollars per share) | $ 3 | |||
Richard E. Uihlein [Member] | Unsecured Convertible Promissory Note [Member] | Maximum [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Share price (in dollars per share) | $ 10 | |||
Common Stock [Member] | Richard E. Uihlein [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Warrants to purchase common stock (in shares) | 1,700,000 | |||
Common Stock [Member] | Richard E. Uihlein [Member] | Maximum [Member] | ||||
Convertible Line of Credit - Related Party [Abstract] | ||||
Warrants to purchase common stock (in shares) | 200,000 | 500,000 | ||
Warrants to purchase additional common stock (in shares) | 1,200,000 |
Loss Per Share, Antidilutive Se
Loss Per Share, Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 26,963,382 | 21,478,755 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 11,557,964 | 10,857,964 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 5,745,561 | 4,895,561 |
Convertible Notes Payable - Related Party [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 5,815,514 | 5,214,806 |
Convertible Line of Credit - Related Party [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 3,341,003 | 0 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Amount excluded from calculation (in shares) | 503,340 | 510,424 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Lease | Dec. 31, 2021 USD ($) | Feb. 28, 2022 | |
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 | $ 6,000 | |
Right to use lease asset | $ 86,000 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | ||
Current lease liability | $ 40,000 | $ 8,000 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses | Accrued expenses | |
Non-current lease liability | $ 66,000 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | ||
Lease renewal term | 38 months | ||
Maturity of Operating Lease [Abstract] | |||
2023 | $ 50,000 | ||
2024 | 51,000 | ||
2025 | 18,000 | ||
Total | 119,000 | ||
Less imputed interest | 13,000 | ||
Present value of lease liability | $ 106,000 | ||
Discount rate on present value of lease payments | 11% | ||
Clinical Trial and Research Contingencies [Abstract] | |||
Contract cancelation notice period | 30 days | ||
General and Administrative Expense [Member] | |||
Lease Commitments [Abstract] | |||
Lease cost | $ 43,000 | $ 44,000 |
Galectin Sciences LLC (Details)
Galectin Sciences LLC (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 24 Months Ended | 72 Months Ended | |||
Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2020 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||||||
Amount expanded in cash | $ (21,056,000) | $ 12,506,000 | ||||||
Galectin Sciences, LLC [Member] | ||||||||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||||||
Initial cash investment | $ 400,000 | |||||||
Ownership percentage | 85.30% | |||||||
Amount expanded in cash | $ 400,000 | |||||||
Contribution for expenses | $ 73,000 | $ 213,000 | $ 226,000 | $ 2,306,000 | ||||
Loss from equity method investment | $ 400,000 | |||||||
Non-cash charge for in-process research and development | $ 200,000 | |||||||
Galectin Sciences, LLC [Member] | SBH [Member] | ||||||||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||||||
Ownership percentage | 50% | |||||||
Contribution for expenses | $ 35,000 | $ 123,000 | ||||||
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 |
Income Taxes, Components of Net
Income Taxes, Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets [Abstract] | ||
Operating loss carryforwards | $ 53,119 | $ 54,949 |
Tax credit carryforwards | 3,558 | 3,720 |
Other temporary differences | 9,168 | 1,652 |
Deferred tax assets, gross | 65,845 | 60,321 |
Less valuation allowance | (65,845) | (60,321) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes, Primary Factors A
Income Taxes, Primary Factors Affecting Income Tax Rates (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Primary Factors Affecting Income Tax Rates [Abstract] | ||
Tax benefit at U.S. statutory rates | (21.00%) | (21.00%) |
State tax benefit | 4.20% | (4.70%) |
Permanent differences | 0.50% | 0.50% |
Other | (1.40%) | (0.10%) |
Changes in valuation allowance | 17.70% | 25.30% |
Income tax rate, total | 0% | 0% |
Federal and Sate [Abstract] | ||
Deferred tax asset valuation allowance percentage in each of the last two years | 100% | |
Operating loss carryforwards expiration year | 2037 | |
Federal and state research and development credits expiration year | 2042 | |
Federal [Member] | ||
Federal and Sate [Abstract] | ||
Research and development credits | $ 2,276,000 | |
Federal [Member] | Expiring as a Result of 2017 Tax Act [Member] | ||
Federal and Sate [Abstract] | ||
Net operating loss carryforwards | $ 80,810,000 | |
Federal [Member] | Expiring Through 2037 [Member] | ||
Federal and Sate [Abstract] | ||
Net operating loss carryforwards | 131,317,000 | |
State [Member] | ||
Federal and Sate [Abstract] | ||
Research and development credits | $ 1,282,000 | |
State [Member] | Expiring as a Result of 2017 Tax Act [Member] | ||
Federal and Sate [Abstract] | ||
Net operating loss carryforwards | 87,141,000 | |
State [Member] | Expiring Through 2037 [Member] | ||
Federal and Sate [Abstract] | ||
Net operating loss carryforwards | $ 102,003,000 |