Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | GALECTIN THERAPEUTICS INC. | |
Entity Central Index Key | 0001133416 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | GALT | |
Entity Common Stock, Shares Outstanding | 59,275,031 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Address, State or Province | GA | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | NV | |
Entity File Number | 001-31791 | |
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, Postal Zip Code | 30071 | |
City Area Code | 678 | |
Local Phone Number | 620-3186 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 31,598 | $ 27,142 |
Prepaid expenses and other current assets | 1,736 | 2,323 |
Total current assets | 33,334 | 29,465 |
Other assets | 71 | 135 |
Total assets | 33,405 | 29,600 |
Current liabilities: | ||
Accounts payable | 924 | 1,292 |
Accrued expenses and other | 5,065 | 4,042 |
Accrued dividends payable | 65 | 65 |
Total current liabilities | 6,054 | 5,399 |
Convertible note payable and accrued interest, net of debt discount – related party (Note 4) | 9,643 | 0 |
Derivative liability (Note 4) | 592 | 0 |
Other liabilities | 0 | 8 |
Total liabilities | 16,289 | 5,407 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Undesignated stock, $0.01 par value; 20,000,000 shares authorized, 20,000,000 designated at June 30, 2021 and December 31, 2020, respectively | ||
Common stock, $0.001 par value; 100,000,000 shares authorized at June 30, 2021 and December 31, 2020, 59,275,031 and 57,077,055 issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 59 | 56 |
Additional paid-in capital | 269,657 | 261,883 |
Retained deficit | (254,850) | (239,996) |
Total stockholders' equity | 15,393 | 22,470 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | 33,405 | 29,600 |
Series C super dividend redeemable convertible preferred stock | ||
Current liabilities: | ||
Convertible preferred stock, value | 1,723 | 1,723 |
Series A 12% convertible preferred stock | ||
Stockholders' equity: | ||
Convertible preferred stock, value | $ 527 | $ 527 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Undesignated stock, par value | $ 0.01 | $ 0.01 |
Undesignated stock, shares authorized | 20,000,000 | 20,000,000 |
Undesignated stock, shares designated | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 59,275,031 | 57,077,055 |
Common stock, outstanding | 59,275,031 | 57,077,055 |
Series C super dividend redeemable convertible preferred stock | ||
Convertible preferred stock, shares authorized | 1,000 | 1,000 |
Convertible preferred stock, shares issued | 176 | 176 |
Convertible preferred stock, shares outstanding | 176 | 176 |
Convertible preferred stock, redemption value | $ 8,494,000 | |
Convertible preferred stock, liquidation value | $ 1,760,000 | |
Series A 12% convertible preferred stock | ||
Convertible preferred stock, shares authorized | 1,742,500 | 1,742,500 |
Convertible preferred stock, issued | 1,302,500 | 1,302,500 |
Convertible preferred stock, outstanding | 1,302,500 | 1,302,500 |
Convertible preferred stock, liquidation value | $ 1,302,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 6,450 | $ 4,681 | $ 11,349 | $ 6,825 |
General and administrative | 1,743 | 1,421 | 3,161 | 2,861 |
Total operating expenses | 8,193 | 6,102 | 14,510 | 9,686 |
Total operating loss | (8,193) | (6,102) | (14,510) | (9,686) |
Other income (expense): | ||||
Interest income | 1 | 9 | 2 | 59 |
Interest expense | (85) | (21) | (107) | (43) |
Change in fair value of derivative | (172) | (172) | 0 | |
Total other income (expense) | (256) | (12) | (277) | 16 |
Net loss | (8,449) | (6,114) | (14,787) | (9,670) |
Preferred stock dividends | (65) | (66) | (67) | (60) |
Net loss applicable to common stockholders | $ (8,514) | $ (6,180) | $ (14,854) | $ (9,730) |
Net loss per common share — basic and diluted | $ (0.15) | $ (0.11) | $ (0.26) | $ (0.17) |
Weighted average common shares outstanding — basic and diluted | 58,312 | 57,035 | 57,725 | 56,995 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (14,787) | $ (9,670) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Stock-based compensation expense | 835 | 824 |
Amortization of right to use lease asset | 20 | 17 |
Non-cash interest expense | 107 | 43 |
Change in fair value of derivative | 172 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 587 | 377 |
Accounts payable, accrued expenses and other liabilities | 707 | 1,434 |
Net cash flows from operating activities | (12,359) | (6,975) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from convertible note payable - related party | 10,000 | 0 |
Net proceeds from issuance of common stock | 6,815 | 263 |
Net cash flows from financing activities | 16,815 | 263 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 4,456 | (6,712) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 27,142 | 47,480 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 31,598 | 40,768 |
NONCASH FINANCING ACTIVITIES: | ||
Payment of preferred stock dividends in common stock | 67 | 60 |
Fair value of derivative related to related party convertible note payable | 420 | 0 |
Reclassification of accrued bonus to additional paid in capital | $ 60 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Series A 12% convertible preferred stock | Series C super dividend redeemable convertible preferred stock dividend | Series A 12% convertible preferred stock | Common Stock [Member] | Common Stock [Member]Series A 12% convertible preferred stock | Common Stock [Member]Series C super dividend redeemable convertible preferred stock dividend | Additional Paid-In Capital | Additional Paid-In CapitalSeries A 12% convertible preferred stock | Additional Paid-In CapitalSeries C super dividend redeemable convertible preferred stock dividend | Retained Deficit | Retained DeficitSeries A 12% convertible preferred stock | Retained DeficitSeries C super dividend redeemable convertible preferred stock dividend |
Stockholders' Equity, Balance (in shares) at Dec. 31, 2019 | 1,327,500 | 56,894,642 | |||||||||||
Stockholders' Equity, Balance at Dec. 31, 2019 | $ 43,872 | $ 537 | $ 56 | $ 259,673 | $ (216,394) | ||||||||
Temporary Equity, Balance (in shares) at Dec. 31, 2019 | 176 | ||||||||||||
Temporary Equity, Balance at Dec. 31, 2019 | $ 1,723 | ||||||||||||
Convertible preferred stock dividend | $ (1) | $ 26 | $ 34 | $ (26) | $ (35) | ||||||||
Convertible preferred stock dividend (in shares) | 13,275 | 17,600 | |||||||||||
Issuance of common stock | 44 | 44 | |||||||||||
Issuance of common stock (in shares) | 14,452 | ||||||||||||
Issuance of common stock for exercise of warrants and options | 219 | 219 | |||||||||||
Issuance of common stock for exercise of warrants and options (in shares) | 84,624 | ||||||||||||
Stock-based compensation on expense | 824 | 824 | |||||||||||
Stock-based compensation on expense (in shares) | 19,068 | ||||||||||||
Net loss | (9,670) | (9,670) | |||||||||||
Temporary Equity, Balance (in shares) at Jun. 30, 2020 | 176 | ||||||||||||
Temporary Equity, Balance at Jun. 30, 2020 | $ 1,723 | ||||||||||||
Stockholders' Equity, Balance (in shares) at Jun. 30, 2020 | 1,327,500 | 57,043,661 | |||||||||||
Stockholders' Equity, Balance at Jun. 30, 2020 | 35,288 | $ 537 | $ 56 | 260,820 | (226,125) | ||||||||
Stockholders' Equity, Balance (in shares) at Mar. 31, 2020 | 1,327,500 | 57,029,209 | |||||||||||
Stockholders' Equity, Balance at Mar. 31, 2020 | 41,030 | $ 537 | $ 56 | 260,382 | (219,945) | ||||||||
Convertible preferred stock dividend | $ (40) | $ (26) | (40) | (26) | |||||||||
Issuance of common stock | 44 | $ 14,452 | 44 | ||||||||||
Stock-based compensation on expense | 394 | 394 | |||||||||||
Net loss | (6,114) | (6,114) | |||||||||||
Temporary Equity, Balance (in shares) at Jun. 30, 2020 | 176 | ||||||||||||
Temporary Equity, Balance at Jun. 30, 2020 | $ 1,723 | ||||||||||||
Stockholders' Equity, Balance (in shares) at Jun. 30, 2020 | 1,327,500 | 57,043,661 | |||||||||||
Stockholders' Equity, Balance at Jun. 30, 2020 | 35,288 | $ 537 | $ 56 | 260,820 | (226,125) | ||||||||
Stockholders' Equity, Balance (in shares) at Dec. 31, 2020 | 1,302,500 | 57,077,055 | |||||||||||
Stockholders' Equity, Balance at Dec. 31, 2020 | 22,470 | $ 527 | $ 56 | 261,883 | (239,996) | ||||||||
Temporary Equity, Balance (in shares) at Dec. 31, 2020 | 176 | ||||||||||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 1,723 | ||||||||||||
Convertible preferred stock dividend | $ 28 | $ 39 | (28) | (39) | |||||||||
Convertible preferred stock dividend (in shares) | 13,025 | 17,600 | |||||||||||
Issuance of common stock | 3,864 | $ 1 | 3,863 | ||||||||||
Issuance of common stock (in shares) | 845,214 | ||||||||||||
Issuance of common stock for exercise of warrants and options | 2,951 | $ 2 | 2,949 | ||||||||||
Issuance of common stock for exercise of warrants and options (in shares) | 1,289,444 | ||||||||||||
Stock-based compensation on expense | 895 | 895 | |||||||||||
Stock-based compensation on expense (in shares) | 32,693 | ||||||||||||
Net loss | (14,787) | (14,787) | |||||||||||
Temporary Equity, Balance (in shares) at Jun. 30, 2021 | 176 | ||||||||||||
Temporary Equity, Balance at Jun. 30, 2021 | $ 1,723 | ||||||||||||
Stockholders' Equity, Balance (in shares) at Jun. 30, 2021 | 1,302,500 | 59,275,031 | |||||||||||
Stockholders' Equity, Balance at Jun. 30, 2021 | 15,393 | $ 527 | $ 59 | 269,657 | (254,850) | ||||||||
Stockholders' Equity, Balance (in shares) at Mar. 31, 2021 | 1,302,500 | 57,186,655 | |||||||||||
Stockholders' Equity, Balance at Mar. 31, 2021 | 16,511 | $ 527 | $ 56 | 262,264 | (246,336) | ||||||||
Convertible preferred stock dividend | $ (38) | $ (27) | $ (38) | $ (27) | |||||||||
Issuance of common stock | 3,864 | $ 1 | 3,863 | ||||||||||
Issuance of common stock (in shares) | 845,214 | ||||||||||||
Issuance of common stock for exercise of warrants and options | 2,951 | $ 2 | 2,949 | ||||||||||
Issuance of common stock for exercise of warrants and options (in shares) | 1,243,162 | ||||||||||||
Stock-based compensation on expense | 581 | 581 | |||||||||||
Net loss | (8,449) | (8,449) | |||||||||||
Temporary Equity, Balance (in shares) at Jun. 30, 2021 | 176 | ||||||||||||
Temporary Equity, Balance at Jun. 30, 2021 | $ 1,723 | ||||||||||||
Stockholders' Equity, Balance (in shares) at Jun. 30, 2021 | 1,302,500 | 59,275,031 | |||||||||||
Stockholders' Equity, Balance at Jun. 30, 2021 | $ 15,393 | $ 527 | $ 59 | $ 269,657 | $ (254,850) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation | 1. Basis of Presentation Galectin Therapeutics Inc. and subsidiaries (the “Company”) is a clinical stage biopharmaceutical company that is applying its leadership in galectin science and drug development to create new therapies for fibrotic disease and cancer. These candidates are based on the Company’s targeting of galectin proteins which are key mediators of biologic and pathologic function. These compounds also may have application for drugs to treat other diseases and chronic health conditions. The unaudited condensed consolidated financial statements as reported in this Quarterly Report on Form 10-Q 10-K 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 June 30, 2021, the Company had $31,598,000 of unrestricted cash and cash equivalents available to fund future operations. The Company believes there is sufficient cash, including availability of the line of credit (see Note 3), to fund currently planned operations at least through September 30, 2022. We will require more cash to fund our operations after September 30, 2022 and believe we will be able to obtain additional financing. The currently planned operations include costs related to our adaptively designed NAVIGATE Phase 2b/3 clinical trial. Currently, we expect to require an additional approximately $30-$35 million The Company was founded in July 2000, was incorporated in the State of Nevada in January 2001 under the name “Pro-Pharmaceuticals, |
Accrued Expenses and Other
Accrued Expenses and Other | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses and Other | 2. Accrued Expenses and Other Accrued expenses consist of the following: June 30, December 31, (in thousands) Legal and accounting fees $ 94 $ 122 Accrued compensation 370 789 Lease liability 31 44 Accrued research and development costs and other 4,570 3,087 Total $ 5,065 $ 4,042 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. |
Line of Credit - Related Party
Line of Credit - Related Party | 6 Months Ended |
Jun. 30, 2021 | |
Line of Credit – Related Party | 3. Line of Credit – Related Party The Company has a $10 million Line of Credit arrangement with Richard E. Uihlein, Chairman of Board of Directors and a shareholder pursuant to an agreement established in December, 2017 and amended in December, 2018 and January, 2019. Under the arrangement the Company may borrow up to $10 million from Mr. Uihlein on an unsecured basis and with any borrowings bearing interest at the Applicable Federal Rate for short terms loans published by the Internal Revenue Service (0.13% in June 2021). Borrowings may be made through December 31, 2021 with repayment due on December 31, 2022. In connection with the Line of Credit agreement, the Company issued to Mr. Uihlein warrants to purchase 1 million shares of the Company’s common stock for $5 per share. Half of the warrants vested at closing of the Line of Credit and the other half vest ratably with borrowings under the agreement. The 500,000 warrants that vested at closing were exercised in May 2019 for cash proceeds to the Company of $2.5 million. As of the date of this Quarterly Report, there have been no borrowings under the Line of Credit. The fair value of the 500,000 warrants vested at closing in December 2017 was $696,000 at the date of issuance based on the following assumptions: an expected life of 7 years, volatility of 98%, risk free interest rate of 2.05% and zero dividends. The fair value of the vested warrants was recorded in other current assets and other assets (non-current) |
Convertible Notes payable - Rel
Convertible Notes payable - Related Party | 6 Months Ended |
Jun. 30, 2021 | |
Debt Instruments [Abstract] | |
Convertible Note Payable – Related Party | 4. Convertible Note 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 “Note”) in the principal amount of ten million dollars. The 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 Note bears interest at the rate of two percent (2%) per annum, compounded annually. For the period ended June 30, 2021, approximately $41,000 of interest expense was accrued and included with the principal in the financial statements. The Note also includes a contingent interest component that requires the Company to pay additional interest at a rate of two and one-half percent The Company’s contractual cash obligations related to the outstanding convertible note payable is a repayment of the $10,000,000 plus accrued interest on April 16, 2025, unless converted at the option of the noteholder. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Stock-Based Compensation | 5. Stock-Based Compensation Following is the stock-based compensation expense related to common stock options, restricted common stock, common stock warrants and deferred stock units: Three Months Ended Six Months Ended 2021 2020 2021 2020 in thousands Research and development $ 89 $ 83 $ 156 $ 240 General and administrative 492 311 679 584 Total stock-based compensation expense $ 581 $ 394 $ 835 $ 824 The following table summarizes the stock option activity in the Company’s equity incentive plans, including non-plan Shares Weighted Average Outstanding, December 31, 2020 3,987,575 $ 4.29 Granted 2,065,000 2.20 Exercised (252,500 ) 2.19 Options forfeited/cancelled (880,350 ) 5.52 Outstanding, June 30, 2021 4,919,725 $ 3.30 As of June 30, 2021, there was $3,532,185 of unrecognized compensation related to 2,413,751 unvested options, which is expected to be recognized over a weighted–average period of approximately 2.15 years. The weighted-average grant date fair value for options granted during the six months ended June 30, 2021 was $1.63. The Company granted 2,065,000 stock options during the six months ended June 30, 2021. During the six months ended June 30, 2021, 252,500 stock options were exercised on a net basis resulting in the issuance of 109,201 shares of common stock. The fair value of all other options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: Six Six 2021 2020 Risk-free interest rate 0.57 % 1.55 % Expected life of the options 6 years 6 years Expected volatility of the underlying stock 91 % 100 % Expected dividend rate 0 % 0 % In January 2020, two directors elected to take restricted stock grants in lieu of cash retainers for 2020. A total of 32,693 shares of restricted stock valued at approximately $93,500 was amortized to expense on a straight-line basis until January 9, 2021 when the stock vested in full. In March 2021, one director elected to take a restricted stock grant in lieu of cash retainers for 2021. A total of 16,588 shares of restricted stock valued at approximately $35,000 is being amortized to expense on a straight-line basis until December 31, 2021 when the stock vests in full. In September 2020, the Company entered into an employment agreement with its new Chief Executive Officer whereby 20% of his base salary and performance bonuses will be paid in cash, and 80% will be paid in the form of deferred stock units (“ DSUs |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Common Stock Warrants | 6. Common Stock Warrants The following table summarizes the common stock warrant activity from December 31, 2020 through June 30, 2021: Shares Weighted Average Outstanding, December 31, 2020 12,538,204 $ 4.22 Granted — — Exercised (1,180,240 ) 2.50 Forfeited/cancelled — — Outstanding, June 30, 2021 11,357,964 $ 4.40 The weighted average expiration of the warrants outstanding as of June 30, 2021 is 3.2 years. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments The Company has certain financial assets and liabilities recorded at fair value. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts reflected in the consolidated balance sheets for cash equivalents, accounts payable and accrued expenses approximate their carrying value due to their short-term nature. There were no level 2 or level 3 assets or liabilities at December 31, 2020. Assets and liabilities measured and recorded at fair value on a recurring basis at the end of June 30, 2021 were as follows: Level 1 Level 2 Level 3 Total Derivative Liability – Contingent Interest $ 592,000 $ 592,000 The 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 June 30, 2021 are as follows: Inception June 30, 2021 Stock Price $ 2.19 $ 3.20 Conversion Price of conversion feature $ 5.00 $ 5.00 Term 4 years 3.8 years Risk Free Interest Rate 0.59 % 0.67 % Credit Adjusted Discount Rate 7.60 % 7.11 % Volatility 88 % 91 % Dividend Rate 0 % 0 The roll forward of the derivative liability – contingent interest is as follows: Balance – December 31, 2020 $ — Issuance of convertible note payable – related party 420,000 Fair Value Adjustment 172,000 Balance – June 30, 2021 $ 592,000 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Loss Per Share | 8. Loss Per Share Basic net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares and other potential common shares then outstanding. Potential common shares consist of common shares issuable upon the assumed exercise of in-the-money Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: June 30, 2021 June 30, 2020 Warrants to purchase shares of common stock 11,357,964 12,538,204 Options to purchase shares of common stock 4,919,725 3,737,575 Shares of common stock issuable upon conversion of convertible note payable 2,049,428 — Shares of common stock issuable upon conversion of preferred stock 510,424 514,602 18,837,541 16,790,381 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Common Stock | 9. Common Stock 2020 At Market Issuance of Common Stock On May 11, 2020, the Company entered into an At Market Issuance Sales Agreement (the “2020 At Market Agreement”) with a sales agent under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $40.0 million from time to time through the sales agent. Sales of the Company’s common stock through the sales agent, if any, will be made by any method that is deemed an “at the market” offering as defined by the U.S. Securities and Exchange Commission. The Company will pay to the sales agent a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the sales agent under the 2020 At Market Agreement. During the six months ended June 30, 2021, the Company issued 845,214 shares of common stock under the 2020 At Market Agreement for net proceeds of $3,864,000. For the six months ended June 30, 2021 and 2020, the Company issued a total of 30,625 and 30,875 shares of common stock, respectively, for dividends on Series A and Series C Preferred Stock. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | 10. Commitments and Contingencies Other Legal Proceedings The Company records accruals for such contingencies to the extent that the Company concludes that their occurrence is probable and the related damages are estimable. There are no significant pending legal proceedings. Clinical Trial and Research Commitments The Company has entered into agreements with contractors for research and development activities to further its product candidates. The contracts generally may be canceled at any time by providing thirty days’ notice. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases | 11. Leases The Company has one operating lease for its office space which was amended effective January 1, 2019 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 two months of the lease and continues the security deposit of $6,000. In addition to base rental payments included in the contractual obligations table above, the Company is responsible for our pro-rata six-month Maturity of operating lease as of June 30, 2021 in thousands: 2021 24 2022 8 Total 32 Less imputed interest 1 Present value of lease liability $ 31 |
Galectin Sciences LLC
Galectin Sciences LLC | 6 Months Ended |
Jun. 30, 2021 | |
Galectin Sciences LLC | 12. Galectin Sciences LLC In January 2014, we created Galectin Sciences, LLC (the “LLC” or “Investee”), a collaborative joint venture co-owned galectin-3 in-process non-controlling |
Accrued Expenses and Other (Tab
Accrued Expenses and Other (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses | Accrued expenses consist of the following: June 30, December 31, (in thousands) Legal and accounting fees $ 94 $ 122 Accrued compensation 370 789 Lease liability 31 44 Accrued research and development costs and other 4,570 3,087 Total $ 5,065 $ 4,042 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stock-Based Compensation Expense Related to Common Stock Options, Restricted Common Stock and Common Stock Warrants | Following is the stock-based compensation expense related to common stock options, restricted common stock, common stock warrants and deferred stock units: Three Months Ended Six Months Ended 2021 2020 2021 2020 in thousands Research and development $ 89 $ 83 $ 156 $ 240 General and administrative 492 311 679 584 Total stock-based compensation expense $ 581 $ 394 $ 835 $ 824 |
Summary of Stock Option Activity | The following table summarizes the stock option activity in the Company’s equity incentive plans, including non-plan Shares Weighted Average Outstanding, December 31, 2020 3,987,575 $ 4.29 Granted 2,065,000 2.20 Exercised (252,500 ) 2.19 Options forfeited/cancelled (880,350 ) 5.52 Outstanding, June 30, 2021 4,919,725 $ 3.30 |
Weighted Average Assumptions Used to Determine Fair Value of Options Granted | The fair value of all other options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: Six Six 2021 2020 Risk-free interest rate 0.57 % 1.55 % Expected life of the options 6 years 6 years Expected volatility of the underlying stock 91 % 100 % Expected dividend rate 0 % 0 % |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Text Block [Abstract] | |
Common Stock Warrant Activity | The following table summarizes the common stock warrant activity from December 31, 2020 through June 30, 2021: Shares Weighted Average Outstanding, December 31, 2020 12,538,204 $ 4.22 Granted — — Exercised (1,180,240 ) 2.50 Forfeited/cancelled — — Outstanding, June 30, 2021 11,357,964 $ 4.40 The weighted average expiration of the warrants outstanding as of June 30, 2021 is 3.2 years. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | Assets and liabilities measured and recorded at fair value on a recurring basis at the end of June 30, 2021 were as follows: Level 1 Level 2 Level 3 Total Derivative Liability – Contingent Interest $ 592,000 $ 592,000 |
Summary of derivative liability | The 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 June 30, 2021 are as follows: Inception June 30, 2021 Stock Price $ 2.19 $ 3.20 Conversion Price of conversion feature $ 5.00 $ 5.00 Term 4 years 3.8 years Risk Free Interest Rate 0.59 % 0.67 % Credit Adjusted Discount Rate 7.60 % 7.11 % Volatility 88 % 91 % Dividend Rate 0 % 0 |
Summary of roll forward of the derivative liability as follows; | The roll forward of the derivative liability – contingent interest is as follows: Balance – December 31, 2020 $ — Issuance of convertible note payable – related party 420,000 Fair Value Adjustment 172,000 Balance – June 30, 2021 $ 592,000 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Dilutive Shares Which Could Exist Pursuant to Exercise of Outstanding Stock Instruments and Which were not Included in Calculation | Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: June 30, 2021 June 30, 2020 Warrants to purchase shares of common stock 11,357,964 12,538,204 Options to purchase shares of common stock 4,919,725 3,737,575 Shares of common stock issuable upon conversion of convertible note payable 2,049,428 — Shares of common stock issuable upon conversion of preferred stock 510,424 514,602 18,837,541 16,790,381 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Maturity of operating lease | Maturity of operating lease as of June 30, 2021 in thousands: 2021 24 2022 8 Total 32 Less imputed interest 1 Present value of lease liability $ 31 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Basis of Presentation [Line Items] | ||||
Unrestricted cash and cash equivalents | $ 31,598 | $ 27,142 | $ 40,768 | $ 47,480 |
Maximum | ||||
Basis of Presentation [Line Items] | ||||
Currently estimated costs of trail and general overhead | 35,000 | |||
Minimum | ||||
Basis of Presentation [Line Items] | ||||
Currently estimated costs of trail and general overhead | $ 30,000 |
Accrued Expenses and Other (Det
Accrued Expenses and Other (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of Accrued Liabilities [Line Items] | ||
Legal and accounting fees | $ 94 | $ 122 |
Accrued compensation | 370 | 789 |
Lease liability | 31 | 44 |
Accrued research and development costs and other | 4,570 | 3,087 |
Total | $ 5,065 | $ 4,042 |
Line of Credit - Related Party
Line of Credit - Related Party - Additional Information (Detail) - USD ($) | May 19, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 16, 2021 | Jan. 31, 2019 |
Line of Credit Facility [Line Items] | |||||
Short term borrowing interest rate | 2.00% | ||||
Number of securities called by warrant | 500,000 | ||||
Warrant value | $ 696,000 | ||||
Expected life | 6 years | 6 years | |||
Expected Volatility | 91.00% | 100.00% | |||
Expected dividend | 0.00% | 0.00% | |||
Risk free interest rate | 0.57% | 1.55% | |||
Amortization of interest expense | $ 43,000 | $ 43,000 | |||
Proceeds from warrants exercised | $ 2,500,000 | ||||
Unsecured Line Of Credit | Director | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility | $ 10,000,000 | ||||
Short term borrowing interest rate | 0.13% | ||||
Number of securities called by warrant | 1,000,000 | ||||
Exercise price of warrant | $ 5 | ||||
Line of credit current | $ 0 | ||||
Line of Credit Facility Current Borrowing Capacity | $ 10,000,000 | ||||
Warrant | |||||
Line of Credit Facility [Line Items] | |||||
Expected life | 7 years | ||||
Expected Volatility | 98.00% | ||||
Expected dividend | 0.00% | ||||
Risk free interest rate | 2.05% |
Convertible Notes payable - R_2
Convertible Notes payable - Related Party - Additional Information (Detail) - USD ($) | Apr. 16, 2025 | Jun. 30, 2021 | Apr. 16, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||||||
Debt Instrument, Maturity Date | Apr. 16, 2025 | |||||
Debt Instrument, Convertible, Conversion Price | $ 5 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||
Debt Instrument, Increase, Accrued Interest | $ 41,000 | |||||
Fair value of the contingent interest derivative liability | $ 592,000 | $ 420,000 | ||||
Fair Value Adjustment of Warrants | $ 172,000 | $ 172,000 | $ 0 | |||
Amortization of Debt Issuance Costs | 420,000 | |||||
Interest Expense | 22,000,000 | |||||
Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Debt | $ 10,000,000 | |||||
Other Expense [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value Adjustment of Warrants | $ 172,000 | |||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | |||
Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | 2.50% | 2.50% | |||
Mr.Uihlein [Member] | Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 10,000,000 | |||||
Debt Conversion, Converted Instrument, Amount | $ 10,000,000 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Related to Common Stock Options, Restricted Common Stock and Common Stock Warrants (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 581 | $ 394 | $ 835 | $ 824 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 89 | 83 | 156 | 240 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 492 | $ 311 | $ 679 | $ 584 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant-date fair values of options granted | $ 1.63 | |||
Unvested option | 2,413,751 | |||
Unrecognized compensation cost | $ 3,532,185 | |||
Unrecognized compensation cost, recognition period | 2 years 1 month 24 days | |||
Number of shares issued upon stock options exercised | 252,500 | |||
Number of options granted | 2,065,000 | |||
Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issued upon stock options exercised | 109,201 | |||
Restricted stock awards granted | 32,693 | 19,068 | ||
Chief Executive Officer [Member] | Deferred Bonus [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 0 | |||
Description of Outstanding Shares of Deferred Stock Units Issued to Chief Executive Officer Terms | 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, twenty five percent shall be issued on September 1, 2023 and fifty percent shall be issued on March 1, 2024 | |||
Stock Based Compensation Expense | $ 200,000 | $ 60,000 | ||
Common stock reserved for future issuance | 73,946 | 27,027 | ||
Common Stock Weighted average Grant Date fair Value | $ 2.70 | $ 2.22 | ||
Reclassification of accrued compensation to additional paid in capital | $ 60,000 | |||
Chief Executive Officer [Member] | Deferred Profit Sharing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of base salary paid in cash | 20.00% | |||
Percentage of base salary paid in deferred stock units | 80.00% | |||
Restricted Stock | Non Employees Seven Board Of Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards granted | 32,693 | 16,588 | ||
Amortized expense | $ 93,500 | $ 35,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Shares | |
Beginning Balance | shares | 3,987,575 |
Granted | shares | 2,065,000 |
Exercised | shares | (252,500) |
Forfeited/Cancelled | shares | (880,350) |
Ending Balance | shares | 4,919,725 |
Weighted Average Exercise Price | |
Beginning Balance | $ / shares | $ 4.29 |
Granted | $ / shares | 2.20 |
Exercised | $ / shares | 2.19 |
Forfeited/Cancelled | $ / shares | 5.52 |
Ending Balance | $ / shares | $ 3.30 |
Weighted Average Assumptions Us
Weighted Average Assumptions Used to Determine Fair Value of Options Granted (Detail) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.57% | 1.55% |
Expected life of the options | 6 years | 6 years |
Expected volatility of the underlying stock | 91.00% | 100.00% |
Expected dividend rate | 0.00% | 0.00% |
Common Stock Warrant Activity (
Common Stock Warrant Activity (Detail) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Shares | |
Beginning Balance | shares | 12,538,204 |
Granted | shares | |
Exercised | shares | (1,180,240) |
Forfeited/cancelled | shares | |
Ending Balance | shares | 11,357,964 |
Weighted Average Exercise Price | |
Outstanding, December 31, 2020 | $ / shares | $ 4.22 |
Granted | $ / shares | |
Exercised | $ / shares | 2.50 |
Forfeited/cancelled | $ / shares | |
Outstanding, June 30, 2021 | $ / shares | $ 4.40 |
Common Stock Warrants (Parenthe
Common Stock Warrants (Parenthetical) (Detail) | Jun. 30, 2021 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Warrants outstanding | 3 years 2 months 12 days |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] | Jun. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability – Contingent Interest | $ 592,000 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability – Contingent Interest | $ 592,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Derivative Liability (Detail) | Jun. 30, 2021yr | Jan. 01, 2021yr |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 3.20 | 2.19 |
Conversion Price of conversion feature | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 5 | 5 |
Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 3.8 | 4 |
Risk Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.67 | 0.59 |
Credit Adjusted Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 7.11 | 7.60 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 91 | 0.88 |
Dividend Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Roll Forward of the Derivative Liability (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Balance – December 31, 2020 | $ 0 |
Issuance of convertible note payable – related party | 420,000 |
Fair Value Adjustment | 172,000 |
Balance – June 30, 2021 | $ 592,000 |
Dilutive Shares Which Could Exi
Dilutive Shares Which Could Exist Pursuant to Exercise of Outstanding Stock Instruments and Which were not Included in Calculation (Detail) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in calculation | 18,837,541 | 16,790,381 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in calculation | 11,357,964 | 12,538,204 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in calculation | 4,919,725 | 3,737,575 |
Convertible Notes Payable | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in calculation | 2,049,428 | 0 |
Contingently Issuable Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in calculation | 510,424 | 514,602 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | May 11, 2020 | |
2020 At Market Agreement | |||
Aggregate offering price | $ 40 | ||
Commission to sales agent as a percentage of gross proceeds | 3.00% | ||
Other Agreements | |||
Common stock issued for dividend | 30,625 | 30,875 |
Leases - Maturity of operating
Leases - Maturity of operating lease (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 24 |
2022 | 8 |
Total | 32 |
Less imputed interest | 1 |
Present value of lease liability | $ 31 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Present value of lease liability |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jan. 01, 2019 | |
Lessee, Operating Lease, Term of Contract | 38 months | |||
Lease Deposits | $ 6,000 | |||
Lease liability | $ 31,000 | $ 44,000 | ||
Discount rate | 11.04% | |||
Other assets | ||||
Right-of-Use Asset | $ 28,000 | |||
Accrued And Other Liabilities Current | ||||
Lease liability | 31,000 | |||
General and administrative | ||||
Lease cost | $ 22,000 | $ 22,000 |
Galectin Science LLC - Addition
Galectin Science LLC - Additional Information (Detail) - Galectin Sciences, LLC - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Jun. 30, 2021 | Dec. 31, 2014 | Jun. 30, 2021 | Dec. 31, 2014 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Equity method investment in Galectin Sciences LLC | $ 400,000 | ||||
Subsequent capital contribution | $ 73,000 | $ 2,529,000 | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Proceeds from Sale of Equity Method Investments | $ 400,000 | ||||
SBH Sciences, Inc | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Subsequent capital contribution | $ 158,000 | ||||
SBH Sciences, Inc | In Process Research and Development | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Estimated fair value of the IPR&D Contributed by SBH | $ 400,000 | ||||
Ownership Percentage | 84.00% |