Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | INTERNATIONAL STEM CELL CORPORATION | |
Entity Central Index Key | 0001355790 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity File Number | 0-51891 | |
Entity Tax Identification Number | 20-4494098 | |
Entity Address, Address Line One | 5950 Priestly Drive | |
Entity Address, City or Town | Carlsbad | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92008 | |
City Area Code | 760 | |
Local Phone Number | 940-6383 | |
Entity Common Stock, Shares Outstanding | 8,004,389 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 666 | $ 171 |
Accounts receivable, net | 427 | 844 |
Inventory, net | 1,415 | 1,184 |
Prepaid expenses and other current assets | 192 | 135 |
Total current assets | 2,700 | 2,334 |
Non-current inventory, net | 369 | 372 |
Property and equipment, net | 279 | 384 |
Intangible assets, net | 896 | 949 |
Operating lease right-of-use assets | 764 | 868 |
Deposits and other assets | 34 | 39 |
Total assets | 5,042 | 4,946 |
Current liabilities: | ||
Accounts payable | 378 | 508 |
Accrued liabilities | 475 | 404 |
Operating lease liabilities, current | 219 | 179 |
Advances | 250 | 250 |
Related party note payable | 3,291 | 2,943 |
Total current liabilities | 4,613 | 4,284 |
Operating lease liabilities, net of current portion | 781 | 950 |
Total liabilities | 5,394 | 5,234 |
Commitments and contingencies (Note 8) | ||
Stockholders' deficit: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 8,004,389 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 8 | 8 |
Additional paid-in capital | 105,703 | 105,413 |
Accumulated deficit | (110,368) | (110,014) |
Total stockholders' deficit | (4,652) | (4,588) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 5,042 | 4,946 |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Series D redeemable convertible preferred stock, $0.001 par value; 50 shares authorized; 43 shares issued and outstanding; liquidation preference of $4,300 at September 30, 2022 and December 31, 2021 | 4,300 | 4,300 |
Nonredeemable Convertible Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Non-redeemable convertible preferred stock, $0.001 par value; 10,004,310 shares authorized; 5,254,310 shares issued and outstanding; liquidation preference of $9,778 and $9,766 at September 30, 2022 and December 31, 2021, respectively | $ 5 | $ 5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Non-redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Non-redeemable convertible preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 8,004,389 | 8,004,389 |
Common stock, shares outstanding | 8,004,389 | 8,004,389 |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 50 | 50 |
Temporary equity, shares issued | 43 | 43 |
Temporary equity, shares outstanding | 43 | 43 |
Temporary equity, liquidation preference | $ 4,300 | $ 4,300 |
Nonredeemable Convertible Preferred Stock [Member] | ||
Non-redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Non-redeemable convertible preferred stock, shares authorized | 10,004,310 | 10,004,310 |
Non-redeemable convertible preferred stock, shares issued | 5,254,310 | 5,254,310 |
Non-redeemable convertible preferred stock, shares outstanding | 5,254,310 | 5,254,310 |
Liquidation preference | $ 9,778 | $ 9,766 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Product sales, net | $ 1,703 | $ 1,842 | $ 5,750 | $ 5,333 |
Revenue, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Operating expenses: | ||||
Cost of sales | $ 690 | $ 814 | $ 2,133 | $ 2,200 |
Research and development | 147 | 165 | 367 | 492 |
Selling and marketing | 358 | 352 | 982 | 1,049 |
General and administrative | 808 | 1,134 | 2,512 | 3,190 |
Total operating expenses | 2,003 | 2,465 | 5,994 | 6,931 |
Loss from operations | (300) | (623) | (244) | (1,598) |
Other income (expense): | ||||
Gain on forgiveness of debt | 476 | 1,137 | ||
Interest expense (includes related party amounts of $33, $30, $98, and $87, respectively) | (35) | (31) | (102) | (97) |
Other income (expense), net | (8) | 13 | (8) | 10 |
Total other income (expense), net | (43) | 458 | (110) | 1,050 |
Net loss | $ (343) | $ (165) | $ (354) | $ (548) |
Net income (loss) per common share, basic | $ (0.04) | $ (0.02) | $ (0.04) | $ (0.07) |
Weighted-average common shares used to compute net loss per share, basic | 8,004 | 8,004 | 8,004 | 7,772 |
Net income (loss) per common share, diluted | $ (0.04) | $ (0.02) | $ (0.04) | $ (0.07) |
Weighted-average common shares used to compute net loss per share, diluted | 8,004 | 8,004 | 8,004 | 7,772 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Interest expense related party | $ 33 | $ 30 | $ 98 | $ 87 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Series D Redeemable Convertible Preferred Stock [Member] | Non-redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ (4,333) | $ 5 | $ 8 | $ 104,769 | $ (109,115) | |
Beginning balance at Dec. 31, 2020 | $ 4,300 | |||||
Beginning balance, shares at Dec. 31, 2020 | 5,255 | 7,539 | ||||
Stock-based compensation | 234 | 234 | ||||
Net income (loss) | (599) | (599) | ||||
Ending balance at Mar. 31, 2021 | (4,698) | $ 5 | $ 8 | 105,003 | (109,714) | |
Ending balance at Mar. 31, 2021 | 4,300 | |||||
Ending balance, shares at Mar. 31, 2021 | 5,255 | 7,539 | ||||
Beginning balance at Dec. 31, 2020 | (4,333) | $ 5 | $ 8 | 104,769 | (109,115) | |
Beginning balance at Dec. 31, 2020 | 4,300 | |||||
Beginning balance, shares at Dec. 31, 2020 | 5,255 | 7,539 | ||||
Net income (loss) | (548) | |||||
Ending balance at Sep. 30, 2021 | (4,357) | $ 5 | $ 8 | 105,293 | (109,663) | |
Ending balance at Sep. 30, 2021 | 4,300 | |||||
Ending balance, shares at Sep. 30, 2021 | 5,254 | 8,004 | ||||
Beginning balance at Mar. 31, 2021 | (4,698) | $ 5 | $ 8 | 105,003 | (109,714) | |
Beginning balance at Mar. 31, 2021 | 4,300 | |||||
Beginning balance, shares at Mar. 31, 2021 | 5,255 | 7,539 | ||||
Conversion of series I-1 preferred stock, shares | (1) | 465 | ||||
Stock-based compensation | 172 | 172 | ||||
Net income (loss) | 216 | 216 | ||||
Ending balance at Jun. 30, 2021 | (4,310) | $ 5 | $ 8 | 105,175 | (109,498) | |
Ending balance at Jun. 30, 2021 | 4,300 | |||||
Ending balance, shares at Jun. 30, 2021 | 5,254 | 8,004 | ||||
Stock-based compensation | 118 | 118 | ||||
Net income (loss) | (165) | (165) | ||||
Ending balance at Sep. 30, 2021 | (4,357) | $ 5 | $ 8 | 105,293 | (109,663) | |
Ending balance at Sep. 30, 2021 | 4,300 | |||||
Ending balance, shares at Sep. 30, 2021 | 5,254 | 8,004 | ||||
Beginning balance at Dec. 31, 2021 | (4,588) | $ 5 | $ 8 | 105,413 | (110,014) | |
Beginning balance at Dec. 31, 2021 | 4,300 | |||||
Beginning balance, shares at Dec. 31, 2021 | 5,254 | 8,004 | ||||
Stock-based compensation | 91 | 91 | ||||
Net income (loss) | (9) | (9) | ||||
Ending balance at Mar. 31, 2022 | (4,506) | $ 5 | $ 8 | 105,504 | (110,023) | |
Ending balance at Mar. 31, 2022 | 4,300 | |||||
Ending balance, shares at Mar. 31, 2022 | 5,254 | 8,004 | ||||
Beginning balance at Dec. 31, 2021 | (4,588) | $ 5 | $ 8 | 105,413 | (110,014) | |
Beginning balance at Dec. 31, 2021 | 4,300 | |||||
Beginning balance, shares at Dec. 31, 2021 | 5,254 | 8,004 | ||||
Net income (loss) | (354) | |||||
Ending balance at Sep. 30, 2022 | (4,652) | $ 5 | $ 8 | 105,703 | (110,368) | |
Ending balance at Sep. 30, 2022 | 4,300 | |||||
Ending balance, shares at Sep. 30, 2022 | 5,254 | 8,004 | ||||
Beginning balance at Mar. 31, 2022 | (4,506) | $ 5 | $ 8 | 105,504 | (110,023) | |
Beginning balance at Mar. 31, 2022 | 4,300 | |||||
Beginning balance, shares at Mar. 31, 2022 | 5,254 | 8,004 | ||||
Stock-based compensation | 90 | 90 | ||||
Net income (loss) | (2) | (2) | ||||
Ending balance at Jun. 30, 2022 | (4,418) | $ 5 | $ 8 | 105,594 | (110,025) | |
Ending balance at Jun. 30, 2022 | 4,300 | |||||
Ending balance, shares at Jun. 30, 2022 | 5,254 | 8,004 | ||||
Stock-based compensation | 109 | 109 | ||||
Net income (loss) | (343) | (343) | ||||
Ending balance at Sep. 30, 2022 | $ (4,652) | $ 5 | $ 8 | $ 105,703 | $ (110,368) | |
Ending balance at Sep. 30, 2022 | $ 4,300 | |||||
Ending balance, shares at Sep. 30, 2022 | 5,254 | 8,004 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (354) | $ (548) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 166 | 195 |
Non-cash operating lease expense | 104 | 215 |
Impairment of intangible assets | 250 | |
Loss on disposal of property and equipment | (4) | |
Stock-based compensation | 290 | 524 |
Gain on forgiveness of debt | (1,137) | |
Interest expense related party | 98 | 87 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 417 | (265) |
Inventory, net | (228) | (216) |
Prepaid expenses and other current assets | (57) | |
Deposits and other assets | 5 | 17 |
Accounts payable | (130) | 251 |
Accrued liabilities | 71 | (104) |
Operating lease liabilities | (129) | (254) |
Net cash provided by (used in) operating activities | 253 | (981) |
Cash flows from investing activities | ||
Purchase of property and equipment | (1) | (13) |
Payments for patent licenses | (7) | (14) |
Net cash used in investing activities | (8) | (27) |
Cash flows from financing activities | ||
Proceeds from Paycheck Protection Program loans | 474 | |
Proceeds from related party note payable | 250 | 350 |
Net cash provided by financing activities | 250 | 824 |
Net increase (decrease) in cash | 495 | (184) |
Cash at beginning of period | 171 | 689 |
Cash at end of period | $ 666 | 505 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Gain on forgiveness of debt | 1,137 | |
Patent license costs included in accrued liabilities | $ 7 |
Description of Business, Basis
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 1. Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Description of Business International Stem Cell Corporation (the “Company”) was organized in Delaware in June 2005 and is headquartered in San Diego, California. The Company is primarily a research and development company for the therapeutic market, which has focused on advancing potential clinical applications of human parthenogenetic stem cells (“hpSCs”) for the treatment of various diseases of the central nervous system and liver. The Company has the following wholly owned subsidiaries: • Lifeline Cell Technology, LLC (“LCT”) – for the biomedical market, develops, manufactures and commercializes primary human cell research products, including over 200 human cell culture products such as frozen human “primary” cells and the reagents (called “media”) needed to grow, maintain and differentiate the cells; • Lifeline Skin Care, Inc. (“LSC”) – for the anti-aging market, develops, manufactures and markets a category of anti-aging skin care products based on the Company’s proprietary parthenogenetic stem cell technology and small molecule technology; • Cyto Therapeutics Pty. Ltd. (“Cyto Therapeutics”) – performs research and development (“R&D”) for the therapeutic market and is currently conducting clinical trials in Australia for the use of ISC-hpNSC® in the treatment of Parkinson’s disease. COVID-19 Pandemic The COVID-19 pandemic has caused business disruptions in the Company’s operations globally. The Company’s condensed consolidated financial statements reflect judgments and estimates that could change in the future as a result of the COVID-19 pandemic. Impacts to the Company’s business have included temporary or reduced occupancy of portions of its manufacturing facilities, and disruptions or restrictions on employee's ability to travel to such manufacturing facilities, which have caused minor delays in manufacturing. As of the date of this report, the Company expects the COVID-19 pandemic may continue to impact its business, financial condition, liquidity, and future results of operations. The full extent to which the COVID-19 pandemic has and may continue to impact the Company remains uncertain and ultimately will be dictated by the length and severity of the pandemic as well as the economic recovery and federal, state, and local government actions taken in response. The Company will continue to monitor the impact of COVID-19 on the Company’s operations, workforce, suppliers, customers, and industry. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Certain information and notes normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s annual report on Form 10-K filed with the SEC on March 29, 2022. Liquidity and Going Concern The Company had an accumulated deficit of approximately $110.4 million as of September 30, 2022 and has incurred net losses and negative operating cash flows annually, since inception. The Company has generated no revenue from its therapeutic product candidates. Unless the Company obtains additional financing, the Company does not have sufficient cash on hand to sustain operations for at least twelve months from the issuance date of these condensed consolidated financial statements. There can be no assurance that the Company will be successful in maintaining normal operating cash flow or obtaining additional funding. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional financing. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company continues to evaluate various financing sources and options to raise working capital to help fund current research and development programs and operations. The Company plans to obtain significant additional funding from sources, including through debt and equity financing, license arrangements, grants and/or collaborative research arrangements to sustain its operations and develop products. The timing and degree of any future capital requirements will depend on several factors, including: • the accuracy of the assumptions underlying the estimates for capital needs; • the extent that revenues from sales of LSC and LCT products cover the related costs and provide capital; • scientific progress in research and development programs; • the magnitude and scope of the Company’s research and development programs and its ability to establish, enforce and maintain strategic arrangements for research, development, clinical testing, manufacturing and marketing; • the progress with preclinical development and clinical trials; • the time and costs involved in obtaining regulatory approvals; • the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; • the number and type of product candidates that the Company decides to pursue; • demand from the Company’s largest original equipment manufacturer customers; and • the development of major public health concerns, including COVID-19 or other pandemics arising globally, and the current and future impact that such concerns may have on the Company’s operations and funding requirements. Additional debt financing may be expensive and require the Company to pledge all or a substantial portion of its assets. If additional funds are obtained through arrangements with collaborative partners, these arrangements may require the Company to relinquish the rights to some of its technologies, product candidates, or products that the Company would otherwise seek to develop and commercialize on its own. Furthermore, if sufficient capital is not available, the Company may be required to delay, reduce the scope of, or eliminate one or more of its product initiatives. The Company’s failure to raise capital or enter into related arrangements when needed would have a negative impact on its financial condition. Principles of Consolidation and Foreign Currency Transactions The condensed consolidated financial statements include the accounts of International Stem Cell Corporation and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The functional currency of the Company and its wholly owned subsidiaries is the U.S. dollar. Monetary assets and liabilities that are not denominated in the functional currency are remeasured each reporting period into U.S. dollars at foreign currency exchange rates in effect at the respective balance sheet date. Non-monetary assets and liabilities and equity are remeasured at the historical exchange rates. Revenue and expenses are remeasured at the average rate in effect on the date of the transaction. Net realized and unrealized gains and losses from foreign currency transactions and remeasurement are reported in general and administrative expense in the accompanying condensed consolidated statements of operations and were not material for the periods presented. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates include patent life (remaining legal life versus remaining useful life), inventory carrying values, and the fair value of stock option grants using the Black-Scholes option valuation model. By their nature, estimates are subject to an inherent degree of uncertainty and actual results could differ from these estimates. Segments The Company’s chief operating decision-maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information for each reportable company’s statement of operations. The Company operates the business on the basis of three reporting segments: ISCO – therapeutic market; LCT – biomedical market, and; LSC – anti-aging market. Inventory, net Inventory is accounted for using the average cost and first-in, first-out (“FIFO”) methods for LCT cell culture media and reagents, average cost and specific identification methods for LSC products, and specific identification method for other LCT products. Inventory balances are stated at the lower of cost or net realizable value. Laboratory supplies used in the research and development process are expensed as consumed. LCT’s inventory has a long product life cycle, does not have a shelf life when frozen, and future demand is uncertain. At each reporting period, the Company estimates its reserve allowance for excess and obsolete inventory using historical sales data and inventory turnover rates. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in inventory. If the Company is able to sell previously reserved inventory, the related reserves and inventory balances would be reduced in the period of sale. The value of the inventory that is not expected to be sold within twelve months of the current reporting period is classified as non-current inventory on the accompanying condensed consolidated balance sheets. Accounts Receivable, net Trade accounts receivable are recorded at the invoice value, net of discounts, and are not interest bearing. Accounts receivable primarily consist of trade accounts receivable from the sales of LCT’s products as well as LSC trade receivable amounts related to spa and distributor sales. The Company considers receivables past due based on the contractual payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. The Company recorded an immaterial amount pertaining to the allowance for doubtful accounts as of September 30, 2022 and December 31, 2021. Intangible Assets Intangible assets consist of acquired patent licenses and capitalized legal fees related to the acquisition, filing, maintenance, and defense of patents and trademarks. Amortization begins once the patent is issued by the appropriate authoritative bodies. In the period in which a patent application is rejected or efforts to pursue the patent are abandoned, all the related accumulated capitalized costs are expensed. Patents and other intangible assets are amortized on a straight-line basis over the useful life of the underlying patent, which is generally 15 years. All amortization expense related to intangible assets is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Long-Lived Asset Impairment The Company reviews long-lived assets for impairment when events or changes in circumstances (“triggering event”) indicate that the carrying value of an asset or group of assets may not be recovered. If a triggering event is determined to have occurred, the carrying value of an asset or group of assets is compared to the future undiscounted cash flows expected to be generated by the asset or group of assets. If the carrying value exceeds the undiscounted cash flows of the asset or group of assets, then an impairment exists, which is measured as the excess of fair value over the asset or asset group’s carrying value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Revenue Recognition T he Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the biomedical market (LCT) and anti-aging market (LSC). The biomedical market sells primary human cell research products with two product categories, cells and media, which are sold both domestically and internationally. The biomedical market also offers performance of quality control (QC) testing services. No revenue from services was earned during the three and nine months ended September 30, 2022 and 2021. Prior to January 1, 2022, the anti-aging market sold skincare products through two sales channels: ecommerce and professional. The ecommerce channel sold directly to customers through online orders, while professional sales were primarily to spas, salons, and other skincare providers. As of January 1, 2022, the anti-aging market sells products solely through the ecommerce channel. As such, there was no revenue earned pertaining to the professional channel for skin care during the three and nine months ended September 30, 2022. The following table presents the Company's revenue disaggregated by segment, product group, and geography (in thousands, except percentages): Biomedical market: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Total % of Total Total % of Total Domestic International Revenues Revenues Domestic International Revenues Revenues Biomedical products Cells $ 212 $ 73 $ 285 20 % $ 855 $ 357 $ 1,212 24 % Media 956 199 1,155 80 % 3,333 461 3,794 76 % Total $ 1,168 $ 272 $ 1,440 100 % $ 4,188 $ 818 $ 5,006 100 % Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Total % of Total Total % of Total Domestic International Revenues Revenues Domestic International Revenues Revenues Biomedical products Cells $ 191 $ 93 $ 284 19 % $ 542 $ 422 $ 964 22 % Media 1,124 123 1,247 81 % 3,036 451 3,487 78 % Total $ 1,315 $ 216 $ 1,531 100 % $ 3,578 $ 873 $ 4,451 100 % Anti-aging market: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total % of Total Total % of Total Total % of Total Total % of Total Revenues Revenues Revenues Revenues Revenues Revenues Revenues Revenues Skin care sales channels Ecommerce $ 263 100 % $ 224 72 % $ 744 100 % $ 635 72 % Professional — — % 87 28 % — — % 247 28 % Total $ 263 100 % $ 311 100 % $ 744 100 % $ 882 100 % Contract terms for the unit price, quantity, shipping and payment are governed by sales agreements, invoices or online order forms, which the Company considers to be a customer's contract. The unit price is considered the observable stand-alone selling price for the performance obligation(s) within the arrangements. Any promotional or volume sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. The Company recognizes revenue when its customer obtains control of the promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Product sales generally consist of a single performance obligation that the Company satisfies at a point in time (i.e., upon delivery of the product). For LSC products, ecommerce sales are primarily paid through credit card charges. The anti-aging and biomedical products' standard payment terms for its customers are generally 30 days after the Company satisfies the performance obligation(s). The Company elects to account for shipping and handling costs as activities to fulfill the promise to transfer the goods to a customer. As a result, no consideration is allocated to shipping and handling costs. Rather, the Company accrues the cost of shipping and handling upon shipment of the product, and all contract revenue (i.e., the transaction price) is recognized at the same time. Variable Consideration The Company records revenue from customers in an amount that reflects the consideration it expects to be entitled to after transferring control of those goods or services to a customer. From time to time, the Company offers sales promotions on its products such as discounts and free product offers. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur and is updated at the end of each reporting period as additional information becomes available. Contract Balances The Company records a receivable when it has an unconditional right to receive consideration after a performance obligation is satisfied. As of September 30, 2022 and December 31, 2021 Practical Expedients The Company has elected the practical expedient to not determine whether contracts with customers contain significant financing components. The Company pays commissions on certain sales for its biomedical and anti-aging product markets once the customer payment has been received, which are accrued at the time of sale. The Company generally expenses sales commissions when incurred because the amortization period would be one year or less. These costs are recorded within selling and marketing expenses. In addition, the Company has elected to exclude sales taxes consideration from the determined transaction price. Cost of Sales Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products as well as related direct materials, general laboratory supplies and an allocation of overhead. Research and Development Costs Research and development costs, which are expensed as incurred, primarily consist of salaries and benefits associated with research and development personnel, overhead and occupancy costs, contract services costs, and amortization of license costs for technology used in research and development with alternative future uses, offset by the research and development tax credit provided by the Australian Taxation Office for qualified expenditures. Australian Research and Development Tax Credit The Company’s wholly owned subsidiary, Cyto Therapeutics, conducts various research and development activities on the Company’s product candidates in Australia. Under Australian tax law, the Australian Taxation Office provides for a refundable tax credit in the form of a cash refund equal to 43.5% of qualified research and development expenditures, not to exceed established thresholds. The Australian R&D tax incentive program is a self-assessment process and the Australian Government has the right to review the Company’s qualifying programs and related expenditures for a period of four years. If such a review were to occur and, as a result of the review and failure of a related appeal, the qualified program and related expenditures were disqualified, the respective research and development refunds could be recalled with penalties and interest. The refundable tax credit does not depend on the Company’s generation of future taxable income or ongoing tax status or position. Accordingly, the credit is not considered an element of income tax accounting under ASC 740 “Income Taxes”. The Company uses the grant accounting model by analogy to International Accounting Standards (IAS) 20 to account for the refundable tax credit from the Australian government. The Company recognizes the research and development tax credit as a reduction to research and development expense when there is reasonable assurance that the tax credit will be received, the relevant expenses have been incurred, and the amount can be reliably measured. Accordingly, the Company recognized a reduction of $80 thousand and $113 thousand in research and development costs for the nine months periods ended September 30, 2022 and 2021, respectively. Stock-Based Compensation The cost of a stock-based award is measured at the grant date based on the estimated fair value of the award. Stock-based compensation is recognized as expense on a straight-line basis, net of forfeitures, which are recognized as incurred, over the requisite service period of the award. The fair value of stock options is estimated using the Black-Scholes option valuation model, which requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Fair Value Measurements Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs, such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company believes that the carrying value of its cash, accounts receivables, accounts payable, accrued liabilities and related party note payable as of September 30, 2022 and December 31, 2021 approximate their fair values because of the short-term nature of those instruments. As of September 30, 2022 and December 31, 2021, the Company had no financial assets or liabilities measured at fair value on a recurring basis. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Potentially dilutive common stock equivalents are comprised of stock options and convertible preferred stock. For the three and nine months ended September 30, 2022 and 2021, there was no difference in the number of shares used to calculate basic and diluted shares outstanding. For the three and nine months ended September 30, 2022 and 2021, the following common stock options and convertible preferred stock were not included in the diluted net loss per share calculation because the effect would be anti-dilutive: September 30, 2022 2021 Options outstanding 6,858,492 5,440,173 Redeemable convertible preferred stock 2,457,143 2,457,143 Non-redeemable convertible preferred stock 3,619,379 3,209,835 Total 12,935,014 11,107,151 Customer Concentrations For the nine months ended September 30, 2022 and 2021, one customer accounted for approximately 43% and 38% of consolidated revenues, respectively. As of September 30, 2022 and December 31, 2021, the customer accounted for approximately 35% and 62%, respectively, of accounts receivable, net. No other single customer accounted for more than 10% of revenues for the periods then ended for any segment. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments— Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (“CECL”) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired. Subsequent to the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for fiscal years beginning after December 15, 2022 for smaller reporting companies. The new standard will be effective for the Company on January 1, 2023 or at such earlier time where it is no longer a smaller reporting company. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded features that could be recognized separately from the host contract. Consequently, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-06 also requires use of the if-converted method in the diluted earnings per share calculation for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for smaller reporting companies, with early adoption permitted. The new standard will be effective for the Company on January 1, 2024 or at such earlier time where it is no longer a smaller reporting company. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) (“ASU 2021-04”), which clarifies and reduces the diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2021-04 on January 1, 2022. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance (“ASU 2021-10”), which improves the transparency of government assistance received by certain business entities by requiring the disclosure of (1) the types of government assistance received; (2) the accounting for such assistance, and (3) the effect of the assistance on the business entity’s financial statements. ASU 2021-10 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company adopted ASU 2021-10 on January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 2. Inventory The components of inventory are as follows (in thousands): September 30, December 31, 2022 2021 Raw materials $ 697 $ 592 Work in process 553 507 Finished goods 1,129 983 2,379 2,082 Less: allowance for excess and obsolete inventory (595 ) (526 ) Total current and non-current inventory, net $ 1,784 $ 1,556 Inventory, net $ 1,415 $ 1,184 Non-current inventory, net 369 372 Total current and non-current inventory, net $ 1,784 $ 1,556 |
Prepaid And Other Current Asset
Prepaid And Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid and Other Current Assets | 3. Prepaid and Other Current Assets The components of prepaid and other current assets are as follows (in thousands): September 30, December 31, 2022 2021 Prepaid assets $ 139 $ 118 Other current assets 53 17 Total prepaid and other current assets $ 192 $ 135 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consist of the following (in thousands): September 30, December 31, 2022 2021 Machinery and equipment $ 1,603 $ 1,610 Computer equipment and software 243 243 Office equipment 104 104 Leasehold improvements 558 549 Construction in progress — 1 2,508 2,507 Less: accumulated depreciation and amortization (2,229 ) (2,123 ) Property and equipment, net $ 279 $ 384 Depreciation and amortization expense for the three months ended September 30, 2022 and 2021 was $34 thousand and $41 thousand, respectively. Depreciation and amortization expense for the nine months ended September 30, 2022 and 2021 was $106 thousand and $124 thousand, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible Assets consist of the following (in thousands): September 30, December 31, 2022 2021 Patents $ 1,284 $ 1,277 Less: accumulated amortization (463 ) (403 ) 821 874 Indefinite life logos and trademarks 75 75 Intangible assets, net $ 896 $ 949 Amortization expense for the three months ended September 30, 2022 and 2021 was $21 thousand and $24 thousand, respectively. Amortization expense for the nine months ended September 30, 2022 and 2021 was $60 thousand and $71 thousand, respectively. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders' Deficit | 6. Convertible Preferred Stock and Stockholders’ Deficit Convertible Preferred Stock As of September 30, 2022 and December 31, 2021, the Company was authorized to issue 20,000,000 shares of preferred stock, $0.001 par value per share. The Company designated 50 shares of Series D redeemable convertible preferred stock and 10,004,310 shares of Series B, Series G, and Series I-2 non-redeemable convertible preferred stock. Non-Redeemable Convertible Preferred Stock The Company’s Series B, Series G, and Series I-2 non-redeemable convertible preferred stock has been classified as equity on the accompanying condensed consolidated balance sheets. The authorized, issued, and outstanding shares of non-redeemable convertible preferred stock as of September 30, 2022 consist of the following: Shares Shares Issued Liquidation Carrying Authorized and Outstanding Preference Value (in thousands) Series B 5,000,000 250,000 $ 468 $ — Series G 5,000,000 5,000,000 5,000 5 Series I-2 4,310 4,310 4,310 — Total 10,004,310 5,254,310 $ 9,778 $ 5 The authorized, issued and outstanding shares of non-redeemable convertible preferred stock as of December 31, 2021 consisted of the following: Shares Shares Issued Liquidation Carrying Authorized and Outstanding Preference Value (in thousands) Series B 5,000,000 250,000 $ 456 $ — Series G 5,000,000 5,000,000 5,000 5 Series I-2 4,310 4,310 4,310 — Total 10,004,310 5,254,310 $ 9,766 $ 5 Series D Preferred Stock Redemption The Company’s Series D redeemable convertible preferred stock contains a contingent redemption feature that is not solely within the Company’s control. Accordingly, the Series D redeemable convertible preferred stock is classified in temporary equity (outside of permanent equity) on the accompanying consolidated balance sheets. Dividends Holders of the Company’s convertible preferred stock are entitled to participating dividends with common stock when and if declared by the Company’s board of directors. No dividends have been declared during the nine months ended September 30, 2022. Liquidation Liquidation preference among classes of preferred shares is first with Series D with priority followed by Series G, Series B and Series I-2 on the proceeds from any sale or liquidation of the Company in an amount equal to the purchase price of shares plus (in the case of the Series B) an amount equal to 1% of the Series B original issue price for every two calendar months from February 1, 2008. Following the satisfaction of the liquidation preferences, all shares of common stock participate in any remaining distribution. Conversion The shares of convertible preferred stock are convertible into one share of common stock at any time, at the option of the holder. The conversion rates of the Series B, Series D, and Series I-2 are subject to anti-dilution adjustments whereby, subject to specified exceptions, if the Company issues equity securities or securities convertible into equity at a price below the applicable conversion price of the Series B, Series D, and Series I-2, the conversion price of each such series shall be adjusted downward to equal the price of the new securities. The conversion rate of the Series G is subject to a weighted-average adjustment in the event of the issuance of additional shares of common stock below the conversion price, subject to specified exceptions. The conversion price of the Series I-2 are also subject to certain resets as set forth in the Certificates of Designation, including a reverse stock split. The following table summarizes the number of shares of common stock into which each share of convertible preferred stock can be converted as of September 30, 2022: Initial Current Conversion Common Conversion Conversion Ratio to Stock Price Price Common Stock equivalent Series B $ 75.00 $ 0.39 2.5641030 641,026 Series D $ 37.50 $ 1.75 57,142.8571 2,457,143 Series G $ 60.00 $ 9.70 0.103099 515,495 Series I-2 $ 1.75 $ 1.75 571.428571 2,462,858 Common Stock As of September 30, 2022 and December 31, 2021, the Company was authorized to issue 120,000,000 shares of common stock, $0.001 par value per share. Equity Incentive Plans The Company adopted the 2006 Equity Participation Plan (as amended the “2006 Plan”), which provides for the grant of stock options, restricted stock and other equity-based awards. Awards for up to 100,000 shares may be granted to employees, directors and consultants under this Plan. The options granted under the 2006 Plan may be either qualified or non-qualified options. Options may be granted with different vesting terms and expire no later than 10 years from the date of grant. The 2006 Plan expired on November 16, 2016. Options and other equity-based awards granted prior to the expiration of the 2006 Plan will continue in effect until the option or award is exercised or terminates pursuant to its terms. No new awards may be granted under the 2006 Plan following its expiration. The Company adopted the 2010 Equity Participation Plan, as amended (the “2010 Plan”), which provides for the grant of stock options, restricted stock and other equity-based awards. Awards for up to 9,700,000 shares may be granted to employees, directors and consultants under the 2010 Plan. The options granted under the 2010 Plan may be either qualified or non-qualified options and the 2010 Plan is set to terminate in March 2030. Options may be granted with different vesting terms and expire no later than 10 years from the date of grant. Stock Options Transactions involving stock options issued to employees, directors and consultants under the 2006 Plan and the 2010 Plan are summarized below. The following tables summarize the Company’s stock option activity for the nine months ended September 30, 2022: Weighted- Average Remaining Weighted- Contractual Aggregate Number of Average Term Intrinsic Value Options Exercise (in years) (in thousands) Outstanding at December 31, 2021 5,373,203 $ 1.42 7.31 $ 146 Granted 2,338,528 $ 0.45 Forfeited or expired (853,239 ) $ 1.98 Outstanding at September 30, 2022 6,858,492 $ 1.02 7.62 $ — Vested and expected to vest at September 30, 2022 6,480,137 $ 1.05 7.52 $ — Exercisable at September 30, 2022 4,234,456 $ 1.38 6.54 $ — The fair value of stock options granted is estimated at the date of grant using the Black-Scholes option valuation model. The weighted-average assumptions used in the Black-Scholes option valuation model to determine the fair value of stock options granted for the nine months ended Nine Months Ended September 30, 2022 2021 Risk-free interest rate 2.86 % 0.89 % Expected stock price volatility 90.29 % 83.85 % Expected dividend yield 0 % 0 % Expected life of options (in years) 5.71 5.67 Total stock-based compensation expense recorded in the condensed statements of operations is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of sales $ 1 $ 3 $ 4 $ 18 Research and development 13 7 29 38 Selling and marketing 2 5 6 27 General and administrative 93 103 251 441 Total $ 109 $ 118 $ 290 $ 524 Unrecognized compensation expense related to stock options as of September 30, Common Stock Reserved for Future Issuance As of September 30, 2022, the Company had shares of common stock reserved for future issuance as follows: Options outstanding 6,858,492 Common stock available for issuance under the 2010 Plan 2,674,566 Redeemable convertible preferred stock 2,457,143 Non-redeemable convertible preferred stock 3,619,379 Total 15,609,580 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Related party lease arrangements On October 26, 2021, the Company and S Real Estate Holdings, LLC, a related party, entered jointly into a lease agreement with Rehco Holdings, LLC (the “Lease”), for the purpose of establishing a new corporate headquarters, including corporate, R&D, and manufacturing operations. The lease commenced on November 1, 2021 and expires on December 31, 2026 with no options to extend or renew. The lease was personally guaranteed by Dr. Russell Kern, the Company’s Executive Vice President and Chief Scientific Officer. On December 15, 2021, the Company and S Real Estate Holdings LLC entered into a co-tenant agreement, whereby the Company and S Real Estate Holdings LLC agreed to allocate portions of the base rent and variable charges, including insurance, maintenance costs, taxes and operating expenses, between the parties. During the term of the Lease, the Company will be liable for 40% of all costs incurred in connection with the lease, while S Real Estate Holdings LLC will be liable for the remaining 60%. Related party note payable As of December 31, 2021, the Company had an unsecured, non-convertible promissory note, with a principal outstanding amount of $2.7 million (the “Note”) and accrued interest of approximately $300 thousand with Dr. Andrey Semechkin, the Company’s Chief Executive Office and Co-Chairman of the Board of Directors. The outstanding principal amount under the Note accrued interest at a rate of 4.5% per annum. The outstanding principal and accrued interest on the Note was due and payable on January 15, 2022 and could be pre-paid without penalty at any time. On January 13, 2022, to obtain funding for working capital purposes, the Company issued an unsecured, non-convertible promissory note in the principal amount of $2.9 million (the "Modified Note”) to Dr. Semechkin. In exchange, Dr. Semechkin surrendered the Note and provided an additional $250 thousand to the Company. The Modified Note, including outstanding amounts of principal and accrued interest, was due and payable on March 15, 2022. On March 1, 2022, the Company and Dr. Andrey Semechkin restructured the Modified Note and agreed to extend the maturity date for an additional six-month period to September 15, 2022. On September 15, 2022, the Company and Dr. Andrey Semechkin extended the Modified Note for an additional six-month period to March 15, 2023. No other terms of the Modified Note were modified. The amendments qualify as a troubled debt restructuring which did not result in a gain as the carrying amount of the debt was less than the total future cash payments of the restructured debt. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Leases The Company has three operating leases for real estate in California and Maryland: • San Diego, California – corporate headquarters, including corporate, R&D, and manufacturing operations, with a termination date of December 2026, jointly leased with a related party (refer to Note 7 – Related Party Transactions, for further information) (“headquarter lease”). This lease contains no renewal or term extension options; • San Diego, California – supplemental office space adjacent to the Company’s corporate headquarters with a termination date of December 2026. This lease contains no renewal or term extension options; and • Frederick, Maryland – mixed laboratory and administrative space with a term date of December 2025. The lease contains one renewal option for an additional three-year term through November 2028. The Company is reasonably certain it will not exercise this renewal option. The headquarter lease commenced on November 1, 2021 and expires on December 31, 2026. At commencement, base rent due under the lease was approximately $11 thousand and increases approximately 3.5% per annum over the lease term. The lease is subject to additional variable charges, including insurance, maintenance costs, taxes and operating expenses. Base rent and additional variable charges are shared between the Company and S Real Estate Holdings LLC, a related party, pursuant to a co-tenant agreement between the parties (refer to Note 7 – Related Party Transactions, for further information). In addition, base rent for months two through five of the lease term were abated by 50%. In November 2021, the Company entered into an operating lease for supplemental office space adjacent to its new corporate headquarters with the same landlord. The lease commenced on December 1, 2021 and expires on December 31, 2026 and is not subject to the co-tenant agreement with S Real Estate Holdings, LLC. At commencement, base rent due under the supplemental office lease was approximately $4 thousand per month and increases at a fixed amount per annum over the lease term. The Company’s operating leases for real estate are subject to additional variable charges for common area maintenance and other variable costs. Variance costs for the three and nine months ended September 30, 2022 and 2021 were immaterial. All operating lease expense is recognized on a straight-line basis over the lease term. For the three months ended September 30, 2022 and 2021, lease expense totaled $71 thousand and $118 thousand, respectively. For the nine months ended September 30, 2022 and 2021, lease expense totaled $213 thousand and $355 thousand, respectively. As of September 30, 2022 and December 31, 2021, the Company had no finance leases. Maturities of lease liabilities are as follows (in thousands): Years ending December 31, 2022 (remaining three months) $ 82 2023 338 2024 349 2025 360 2026 119 Total minimum lease payments 1,248 Less: imputed interest (248 ) Total future minimum lease payments 1,000 Less: operating lease liabilities, current (219 ) Operating lease liabilities, net of current portion $ 781 Licensed patents The Company had a minimum annual license fee of $75 thousand payable in two installments per year to Astellas Pharma pursuant to the amended UMass IP license agreement. The patents, along with the license agreement, expired at the end of July 2022. These patents were fully impaired in prior years and therefore the expiration did not result in any impairment for the nine months ended September 30, 2022. The Company does not anticipate any short-term liquidity effects from this obligation as they will no longer be liable for the annual licensing fee. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | 9. Segments The Company operates the business on the basis of three reporting segments, the parent company and two business units: ISCO – therapeutic market; LCT – biomedical market; LSC – anti-aging market. The Company does not measure the performance of its segments on any asset-based metrics. Therefore, segment information is presented only for operating loss. Revenues, expenses and operating loss for the three and nine months ended September 30, 2022 and 2021 by reporting segment were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Product sales, net: Biomedical market $ 1,440 $ 1,531 $ 5,006 $ 4,451 Anti-aging market 263 311 744 882 Total product sales, net 1,703 1,842 5,750 5,333 Operating expenses: Therapeutic market 561 958 1,794 2,516 Biomedical market 1,011 1,159 3,045 3,320 Anti-aging market 431 348 1,155 1,095 Total operating expenses 2,003 2,465 5,994 6,931 Loss from operations Therapeutic market (561 ) (958 ) (1,794 ) (2,516 ) Biomedical market 429 372 1,961 1,131 Anti-aging market (168 ) (37 ) (411 ) (213 ) Total loss from operations $ (300 ) $ (623 ) $ (244 ) $ (1,598 ) |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Description of Business International Stem Cell Corporation (the “Company”) was organized in Delaware in June 2005 and is headquartered in San Diego, California. The Company is primarily a research and development company for the therapeutic market, which has focused on advancing potential clinical applications of human parthenogenetic stem cells (“hpSCs”) for the treatment of various diseases of the central nervous system and liver. The Company has the following wholly owned subsidiaries: • Lifeline Cell Technology, LLC (“LCT”) – for the biomedical market, develops, manufactures and commercializes primary human cell research products, including over 200 human cell culture products such as frozen human “primary” cells and the reagents (called “media”) needed to grow, maintain and differentiate the cells; • Lifeline Skin Care, Inc. (“LSC”) – for the anti-aging market, develops, manufactures and markets a category of anti-aging skin care products based on the Company’s proprietary parthenogenetic stem cell technology and small molecule technology; • Cyto Therapeutics Pty. Ltd. (“Cyto Therapeutics”) – performs research and development (“R&D”) for the therapeutic market and is currently conducting clinical trials in Australia for the use of ISC-hpNSC® in the treatment of Parkinson’s disease. |
COVID-19 Pandemic | COVID-19 Pandemic The COVID-19 pandemic has caused business disruptions in the Company’s operations globally. The Company’s condensed consolidated financial statements reflect judgments and estimates that could change in the future as a result of the COVID-19 pandemic. Impacts to the Company’s business have included temporary or reduced occupancy of portions of its manufacturing facilities, and disruptions or restrictions on employee's ability to travel to such manufacturing facilities, which have caused minor delays in manufacturing. As of the date of this report, the Company expects the COVID-19 pandemic may continue to impact its business, financial condition, liquidity, and future results of operations. The full extent to which the COVID-19 pandemic has and may continue to impact the Company remains uncertain and ultimately will be dictated by the length and severity of the pandemic as well as the economic recovery and federal, state, and local government actions taken in response. The Company will continue to monitor the impact of COVID-19 on the Company’s operations, workforce, suppliers, customers, and industry. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Certain information and notes normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s annual report on Form 10-K filed with the SEC on March 29, 2022. |
Liquidity and Going Concern | Liquidity and Going Concern The Company had an accumulated deficit of approximately $110.4 million as of September 30, 2022 and has incurred net losses and negative operating cash flows annually, since inception. The Company has generated no revenue from its therapeutic product candidates. Unless the Company obtains additional financing, the Company does not have sufficient cash on hand to sustain operations for at least twelve months from the issuance date of these condensed consolidated financial statements. There can be no assurance that the Company will be successful in maintaining normal operating cash flow or obtaining additional funding. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional financing. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company continues to evaluate various financing sources and options to raise working capital to help fund current research and development programs and operations. The Company plans to obtain significant additional funding from sources, including through debt and equity financing, license arrangements, grants and/or collaborative research arrangements to sustain its operations and develop products. The timing and degree of any future capital requirements will depend on several factors, including: • the accuracy of the assumptions underlying the estimates for capital needs; • the extent that revenues from sales of LSC and LCT products cover the related costs and provide capital; • scientific progress in research and development programs; • the magnitude and scope of the Company’s research and development programs and its ability to establish, enforce and maintain strategic arrangements for research, development, clinical testing, manufacturing and marketing; • the progress with preclinical development and clinical trials; • the time and costs involved in obtaining regulatory approvals; • the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; • the number and type of product candidates that the Company decides to pursue; • demand from the Company’s largest original equipment manufacturer customers; and • the development of major public health concerns, including COVID-19 or other pandemics arising globally, and the current and future impact that such concerns may have on the Company’s operations and funding requirements. Additional debt financing may be expensive and require the Company to pledge all or a substantial portion of its assets. If additional funds are obtained through arrangements with collaborative partners, these arrangements may require the Company to relinquish the rights to some of its technologies, product candidates, or products that the Company would otherwise seek to develop and commercialize on its own. Furthermore, if sufficient capital is not available, the Company may be required to delay, reduce the scope of, or eliminate one or more of its product initiatives. The Company’s failure to raise capital or enter into related arrangements when needed would have a negative impact on its financial condition. |
Principles of Consolidation and Foreign Currency Transactions | Principles of Consolidation and Foreign Currency Transactions The condensed consolidated financial statements include the accounts of International Stem Cell Corporation and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The functional currency of the Company and its wholly owned subsidiaries is the U.S. dollar. Monetary assets and liabilities that are not denominated in the functional currency are remeasured each reporting period into U.S. dollars at foreign currency exchange rates in effect at the respective balance sheet date. Non-monetary assets and liabilities and equity are remeasured at the historical exchange rates. Revenue and expenses are remeasured at the average rate in effect on the date of the transaction. Net realized and unrealized gains and losses from foreign currency transactions and remeasurement are reported in general and administrative expense in the accompanying condensed consolidated statements of operations and were not material for the periods presented. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates include patent life (remaining legal life versus remaining useful life), inventory carrying values, and the fair value of stock option grants using the Black-Scholes option valuation model. By their nature, estimates are subject to an inherent degree of uncertainty and actual results could differ from these estimates. |
Segments | Segments The Company’s chief operating decision-maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information for each reportable company’s statement of operations. The Company operates the business on the basis of three reporting segments: ISCO – therapeutic market; LCT – biomedical market, and; LSC – anti-aging market. |
Inventory, net | Inventory, net Inventory is accounted for using the average cost and first-in, first-out (“FIFO”) methods for LCT cell culture media and reagents, average cost and specific identification methods for LSC products, and specific identification method for other LCT products. Inventory balances are stated at the lower of cost or net realizable value. Laboratory supplies used in the research and development process are expensed as consumed. LCT’s inventory has a long product life cycle, does not have a shelf life when frozen, and future demand is uncertain. At each reporting period, the Company estimates its reserve allowance for excess and obsolete inventory using historical sales data and inventory turnover rates. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in inventory. If the Company is able to sell previously reserved inventory, the related reserves and inventory balances would be reduced in the period of sale. The value of the inventory that is not expected to be sold within twelve months of the current reporting period is classified as non-current inventory on the accompanying condensed consolidated balance sheets. |
Accounts Receivable, net | Accounts Receivable, net Trade accounts receivable are recorded at the invoice value, net of discounts, and are not interest bearing. Accounts receivable primarily consist of trade accounts receivable from the sales of LCT’s products as well as LSC trade receivable amounts related to spa and distributor sales. The Company considers receivables past due based on the contractual payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. The Company recorded an immaterial amount pertaining to the allowance for doubtful accounts as of September 30, 2022 and December 31, 2021. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired patent licenses and capitalized legal fees related to the acquisition, filing, maintenance, and defense of patents and trademarks. Amortization begins once the patent is issued by the appropriate authoritative bodies. In the period in which a patent application is rejected or efforts to pursue the patent are abandoned, all the related accumulated capitalized costs are expensed. Patents and other intangible assets are amortized on a straight-line basis over the useful life of the underlying patent, which is generally 15 years. All amortization expense related to intangible assets is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. |
Long-Lived Asset Impairment | Long-Lived Asset Impairment The Company reviews long-lived assets for impairment when events or changes in circumstances (“triggering event”) indicate that the carrying value of an asset or group of assets may not be recovered. If a triggering event is determined to have occurred, the carrying value of an asset or group of assets is compared to the future undiscounted cash flows expected to be generated by the asset or group of assets. If the carrying value exceeds the undiscounted cash flows of the asset or group of assets, then an impairment exists, which is measured as the excess of fair value over the asset or asset group’s carrying value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. |
Revenue Recognition | Revenue Recognition T he Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the biomedical market (LCT) and anti-aging market (LSC). The biomedical market sells primary human cell research products with two product categories, cells and media, which are sold both domestically and internationally. The biomedical market also offers performance of quality control (QC) testing services. No revenue from services was earned during the three and nine months ended September 30, 2022 and 2021. Prior to January 1, 2022, the anti-aging market sold skincare products through two sales channels: ecommerce and professional. The ecommerce channel sold directly to customers through online orders, while professional sales were primarily to spas, salons, and other skincare providers. As of January 1, 2022, the anti-aging market sells products solely through the ecommerce channel. As such, there was no revenue earned pertaining to the professional channel for skin care during the three and nine months ended September 30, 2022. The following table presents the Company's revenue disaggregated by segment, product group, and geography (in thousands, except percentages): Biomedical market: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Total % of Total Total % of Total Domestic International Revenues Revenues Domestic International Revenues Revenues Biomedical products Cells $ 212 $ 73 $ 285 20 % $ 855 $ 357 $ 1,212 24 % Media 956 199 1,155 80 % 3,333 461 3,794 76 % Total $ 1,168 $ 272 $ 1,440 100 % $ 4,188 $ 818 $ 5,006 100 % Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Total % of Total Total % of Total Domestic International Revenues Revenues Domestic International Revenues Revenues Biomedical products Cells $ 191 $ 93 $ 284 19 % $ 542 $ 422 $ 964 22 % Media 1,124 123 1,247 81 % 3,036 451 3,487 78 % Total $ 1,315 $ 216 $ 1,531 100 % $ 3,578 $ 873 $ 4,451 100 % Anti-aging market: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total % of Total Total % of Total Total % of Total Total % of Total Revenues Revenues Revenues Revenues Revenues Revenues Revenues Revenues Skin care sales channels Ecommerce $ 263 100 % $ 224 72 % $ 744 100 % $ 635 72 % Professional — — % 87 28 % — — % 247 28 % Total $ 263 100 % $ 311 100 % $ 744 100 % $ 882 100 % Contract terms for the unit price, quantity, shipping and payment are governed by sales agreements, invoices or online order forms, which the Company considers to be a customer's contract. The unit price is considered the observable stand-alone selling price for the performance obligation(s) within the arrangements. Any promotional or volume sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. The Company recognizes revenue when its customer obtains control of the promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Product sales generally consist of a single performance obligation that the Company satisfies at a point in time (i.e., upon delivery of the product). For LSC products, ecommerce sales are primarily paid through credit card charges. The anti-aging and biomedical products' standard payment terms for its customers are generally 30 days after the Company satisfies the performance obligation(s). The Company elects to account for shipping and handling costs as activities to fulfill the promise to transfer the goods to a customer. As a result, no consideration is allocated to shipping and handling costs. Rather, the Company accrues the cost of shipping and handling upon shipment of the product, and all contract revenue (i.e., the transaction price) is recognized at the same time. Variable Consideration The Company records revenue from customers in an amount that reflects the consideration it expects to be entitled to after transferring control of those goods or services to a customer. From time to time, the Company offers sales promotions on its products such as discounts and free product offers. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur and is updated at the end of each reporting period as additional information becomes available. Contract Balances The Company records a receivable when it has an unconditional right to receive consideration after a performance obligation is satisfied. As of September 30, 2022 and December 31, 2021 Practical Expedients The Company has elected the practical expedient to not determine whether contracts with customers contain significant financing components. The Company pays commissions on certain sales for its biomedical and anti-aging product markets once the customer payment has been received, which are accrued at the time of sale. The Company generally expenses sales commissions when incurred because the amortization period would be one year or less. These costs are recorded within selling and marketing expenses. In addition, the Company has elected to exclude sales taxes consideration from the determined transaction price. |
Cost of Sales | Cost of Sales Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products as well as related direct materials, general laboratory supplies and an allocation of overhead. |
Research and Development Costs | Research and Development Costs Research and development costs, which are expensed as incurred, primarily consist of salaries and benefits associated with research and development personnel, overhead and occupancy costs, contract services costs, and amortization of license costs for technology used in research and development with alternative future uses, offset by the research and development tax credit provided by the Australian Taxation Office for qualified expenditures. Australian Research and Development Tax Credit The Company’s wholly owned subsidiary, Cyto Therapeutics, conducts various research and development activities on the Company’s product candidates in Australia. Under Australian tax law, the Australian Taxation Office provides for a refundable tax credit in the form of a cash refund equal to 43.5% of qualified research and development expenditures, not to exceed established thresholds. The Australian R&D tax incentive program is a self-assessment process and the Australian Government has the right to review the Company’s qualifying programs and related expenditures for a period of four years. If such a review were to occur and, as a result of the review and failure of a related appeal, the qualified program and related expenditures were disqualified, the respective research and development refunds could be recalled with penalties and interest. The refundable tax credit does not depend on the Company’s generation of future taxable income or ongoing tax status or position. Accordingly, the credit is not considered an element of income tax accounting under ASC 740 “Income Taxes”. The Company uses the grant accounting model by analogy to International Accounting Standards (IAS) 20 to account for the refundable tax credit from the Australian government. The Company recognizes the research and development tax credit as a reduction to research and development expense when there is reasonable assurance that the tax credit will be received, the relevant expenses have been incurred, and the amount can be reliably measured. Accordingly, the Company recognized a reduction of $80 thousand and $113 thousand in research and development costs for the nine months periods ended September 30, 2022 and 2021, respectively. |
Stock-Based Compensation | Stock-Based Compensation The cost of a stock-based award is measured at the grant date based on the estimated fair value of the award. Stock-based compensation is recognized as expense on a straight-line basis, net of forfeitures, which are recognized as incurred, over the requisite service period of the award. The fair value of stock options is estimated using the Black-Scholes option valuation model, which requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs, such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company believes that the carrying value of its cash, accounts receivables, accounts payable, accrued liabilities and related party note payable as of September 30, 2022 and December 31, 2021 approximate their fair values because of the short-term nature of those instruments. As of September 30, 2022 and December 31, 2021, the Company had no financial assets or liabilities measured at fair value on a recurring basis. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Potentially dilutive common stock equivalents are comprised of stock options and convertible preferred stock. For the three and nine months ended September 30, 2022 and 2021, there was no difference in the number of shares used to calculate basic and diluted shares outstanding. For the three and nine months ended September 30, 2022 and 2021, the following common stock options and convertible preferred stock were not included in the diluted net loss per share calculation because the effect would be anti-dilutive: September 30, 2022 2021 Options outstanding 6,858,492 5,440,173 Redeemable convertible preferred stock 2,457,143 2,457,143 Non-redeemable convertible preferred stock 3,619,379 3,209,835 Total 12,935,014 11,107,151 |
Customer Concentrations | Customer Concentrations For the nine months ended September 30, 2022 and 2021, one customer accounted for approximately 43% and 38% of consolidated revenues, respectively. As of September 30, 2022 and December 31, 2021, the customer accounted for approximately 35% and 62%, respectively, of accounts receivable, net. No other single customer accounted for more than 10% of revenues for the periods then ended for any segment. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments— Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (“CECL”) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired. Subsequent to the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for fiscal years beginning after December 15, 2022 for smaller reporting companies. The new standard will be effective for the Company on January 1, 2023 or at such earlier time where it is no longer a smaller reporting company. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded features that could be recognized separately from the host contract. Consequently, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-06 also requires use of the if-converted method in the diluted earnings per share calculation for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for smaller reporting companies, with early adoption permitted. The new standard will be effective for the Company on January 1, 2024 or at such earlier time where it is no longer a smaller reporting company. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) (“ASU 2021-04”), which clarifies and reduces the diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2021-04 on January 1, 2022. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance (“ASU 2021-10”), which improves the transparency of government assistance received by certain business entities by requiring the disclosure of (1) the types of government assistance received; (2) the accounting for such assistance, and (3) the effect of the assistance on the business entity’s financial statements. ASU 2021-10 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company adopted ASU 2021-10 on January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Revenue Disaggregated by Segment, Product Group and Geography | The following table presents the Company's revenue disaggregated by segment, product group, and geography (in thousands, except percentages): Biomedical market: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Total % of Total Total % of Total Domestic International Revenues Revenues Domestic International Revenues Revenues Biomedical products Cells $ 212 $ 73 $ 285 20 % $ 855 $ 357 $ 1,212 24 % Media 956 199 1,155 80 % 3,333 461 3,794 76 % Total $ 1,168 $ 272 $ 1,440 100 % $ 4,188 $ 818 $ 5,006 100 % Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Total % of Total Total % of Total Domestic International Revenues Revenues Domestic International Revenues Revenues Biomedical products Cells $ 191 $ 93 $ 284 19 % $ 542 $ 422 $ 964 22 % Media 1,124 123 1,247 81 % 3,036 451 3,487 78 % Total $ 1,315 $ 216 $ 1,531 100 % $ 3,578 $ 873 $ 4,451 100 % Anti-aging market: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total % of Total Total % of Total Total % of Total Total % of Total Revenues Revenues Revenues Revenues Revenues Revenues Revenues Revenues Skin care sales channels Ecommerce $ 263 100 % $ 224 72 % $ 744 100 % $ 635 72 % Professional — — % 87 28 % — — % 247 28 % Total $ 263 100 % $ 311 100 % $ 744 100 % $ 882 100 % |
Summary of Antidilutive Securities not Included in Diluted Net Loss Per Share Calculation | For the three and nine months ended September 30, 2022 and 2021, the following common stock options and convertible preferred stock were not included in the diluted net loss per share calculation because the effect would be anti-dilutive: September 30, 2022 2021 Options outstanding 6,858,492 5,440,173 Redeemable convertible preferred stock 2,457,143 2,457,143 Non-redeemable convertible preferred stock 3,619,379 3,209,835 Total 12,935,014 11,107,151 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of the Components of Inventory | The components of inventory are as follows (in thousands): September 30, December 31, 2022 2021 Raw materials $ 697 $ 592 Work in process 553 507 Finished goods 1,129 983 2,379 2,082 Less: allowance for excess and obsolete inventory (595 ) (526 ) Total current and non-current inventory, net $ 1,784 $ 1,556 Inventory, net $ 1,415 $ 1,184 Non-current inventory, net 369 372 Total current and non-current inventory, net $ 1,784 $ 1,556 |
Prepaid And Other Current Ass_2
Prepaid And Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule Of Prepaid And Other Current Assets | The components of prepaid and other current assets are as follows (in thousands): September 30, December 31, 2022 2021 Prepaid assets $ 139 $ 118 Other current assets 53 17 Total prepaid and other current assets $ 192 $ 135 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following (in thousands): September 30, December 31, 2022 2021 Machinery and equipment $ 1,603 $ 1,610 Computer equipment and software 243 243 Office equipment 104 104 Leasehold improvements 558 549 Construction in progress — 1 2,508 2,507 Less: accumulated depreciation and amortization (2,229 ) (2,123 ) Property and equipment, net $ 279 $ 384 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible Assets consist of the following (in thousands): September 30, December 31, 2022 2021 Patents $ 1,284 $ 1,277 Less: accumulated amortization (463 ) (403 ) 821 874 Indefinite life logos and trademarks 75 75 Intangible assets, net $ 896 $ 949 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Authorized, Issued and Outstanding Shares of Non-redeemable Convertible Preferred Stock | The authorized, issued, and outstanding shares of non-redeemable convertible preferred stock as of September 30, 2022 consist of the following: Shares Shares Issued Liquidation Carrying Authorized and Outstanding Preference Value (in thousands) Series B 5,000,000 250,000 $ 468 $ — Series G 5,000,000 5,000,000 5,000 5 Series I-2 4,310 4,310 4,310 — Total 10,004,310 5,254,310 $ 9,778 $ 5 The authorized, issued and outstanding shares of non-redeemable convertible preferred stock as of December 31, 2021 consisted of the following: Shares Shares Issued Liquidation Carrying Authorized and Outstanding Preference Value (in thousands) Series B 5,000,000 250,000 $ 456 $ — Series G 5,000,000 5,000,000 5,000 5 Series I-2 4,310 4,310 4,310 — Total 10,004,310 5,254,310 $ 9,766 $ 5 |
Summary of Number of Shares of Common Stock into Each Share of Preferred Stock Converted | The following table summarizes the number of shares of common stock into which each share of convertible preferred stock can be converted as of September 30, 2022: Initial Current Conversion Common Conversion Conversion Ratio to Stock Price Price Common Stock equivalent Series B $ 75.00 $ 0.39 2.5641030 641,026 Series D $ 37.50 $ 1.75 57,142.8571 2,457,143 Series G $ 60.00 $ 9.70 0.103099 515,495 Series I-2 $ 1.75 $ 1.75 571.428571 2,462,858 |
Summary of Stock Option Activity | The following tables summarize the Company’s stock option activity for the nine months ended September 30, 2022: Weighted- Average Remaining Weighted- Contractual Aggregate Number of Average Term Intrinsic Value Options Exercise (in years) (in thousands) Outstanding at December 31, 2021 5,373,203 $ 1.42 7.31 $ 146 Granted 2,338,528 $ 0.45 Forfeited or expired (853,239 ) $ 1.98 Outstanding at September 30, 2022 6,858,492 $ 1.02 7.62 $ — Vested and expected to vest at September 30, 2022 6,480,137 $ 1.05 7.52 $ — Exercisable at September 30, 2022 4,234,456 $ 1.38 6.54 $ — |
Fair Value of Stock Options Grants, Weighted Average Assumptions | The weighted-average assumptions used in the Black-Scholes option valuation model to determine the fair value of stock options granted for the nine months ended Nine Months Ended September 30, 2022 2021 Risk-free interest rate 2.86 % 0.89 % Expected stock price volatility 90.29 % 83.85 % Expected dividend yield 0 % 0 % Expected life of options (in years) 5.71 5.67 |
Schedule of Total Stock-Based Compensation Expense | Total stock-based compensation expense recorded in the condensed statements of operations is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of sales $ 1 $ 3 $ 4 $ 18 Research and development 13 7 29 38 Selling and marketing 2 5 6 27 General and administrative 93 103 251 441 Total $ 109 $ 118 $ 290 $ 524 |
Summary of Shares of Common Stock Reserved for Future Issuance | As of September 30, 2022, the Company had shares of common stock reserved for future issuance as follows: Options outstanding 6,858,492 Common stock available for issuance under the 2010 Plan 2,674,566 Redeemable convertible preferred stock 2,457,143 Non-redeemable convertible preferred stock 3,619,379 Total 15,609,580 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities are as follows (in thousands): Years ending December 31, 2022 (remaining three months) $ 82 2023 338 2024 349 2025 360 2026 119 Total minimum lease payments 1,248 Less: imputed interest (248 ) Total future minimum lease payments 1,000 Less: operating lease liabilities, current (219 ) Operating lease liabilities, net of current portion $ 781 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Revenues, Expenses and Operating Income (Loss) by Market Segment | Revenues, expenses and operating loss for the three and nine months ended September 30, 2022 and 2021 by reporting segment were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Product sales, net: Biomedical market $ 1,440 $ 1,531 $ 5,006 $ 4,451 Anti-aging market 263 311 744 882 Total product sales, net 1,703 1,842 5,750 5,333 Operating expenses: Therapeutic market 561 958 1,794 2,516 Biomedical market 1,011 1,159 3,045 3,320 Anti-aging market 431 348 1,155 1,095 Total operating expenses 2,003 2,465 5,994 6,931 Loss from operations Therapeutic market (561 ) (958 ) (1,794 ) (2,516 ) Biomedical market 429 372 1,961 1,131 Anti-aging market (168 ) (37 ) (411 ) (213 ) Total loss from operations $ (300 ) $ (623 ) $ (244 ) $ (1,598 ) |
Description of Business, Basi_4
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) ProductCategory | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Segment ProductCategory SalesChannel Customer | Sep. 30, 2021 USD ($) Customer | Dec. 31, 2021 USD ($) | |
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Accumulated deficit | $ 110,368,000 | $ 110,368,000 | $ 110,014,000 | ||
Number of reporting segments | Segment | 3 | ||||
Intangible assets useful life | 15 years | ||||
Number of revenue-generating operating segments | Segment | 2 | ||||
Number of product categories | ProductCategory | 2 | 2 | |||
Number of sales channels | SalesChannel | 2 | ||||
Revenue | $ 1,703,000 | $ 1,842,000 | $ 5,750,000 | $ 5,333,000 | |
Description of payment terms | The Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the biomedical market (LCT) and anti-aging market (LSC). The biomedical market sells primary human cell research products with two product categories, cells and media, which are sold both domestically and internationally. The biomedical market also offers performance of quality control (QC) testing services. No revenue from services was earned during the three and nine months ended September 30, 2022 and 2021. Prior to January 1, 2022, the anti-aging market sold skincare products through two sales channels: ecommerce and professional. The ecommerce channel sold directly to customers through online orders, while professional sales were primarily to spas, salons, and other skincare providers. As of January 1, 2022, the anti-aging market sells products solely through the ecommerce channel. As such, there was no revenue earned pertaining to the professional channel for skin care during the three and nine months ended September 30, 2022. | ||||
Accounts receivable, net | 427,000 | $ 427,000 | 844,000 | ||
Write-off of accounts receivable | 0 | ||||
Reduction in research and development expenses | 80,000 | 113,000 | |||
Financial assets | 0 | 0 | 0 | ||
Financial liabilities | $ 0 | $ 0 | $ 0 | ||
ASU 2021-04 [Member] | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | Jan. 01, 2022 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | |||
ASU 2021-10 [Member] | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | Jan. 01, 2022 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | |||
Customer Concentration Risk [Member] | Major customer [Member] | Accounts Receivable, Net [Member] | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 35% | 62% | |||
Australian Taxation Office [Member] | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of refundable tax credit on qualified research and development | 43.50% | ||||
Maximum [Member] | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Sales commissions amortization period | 1 year | ||||
Biomedical Market [Member] | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue | $ 1,440,000 | 1,531,000 | $ 5,006,000 | $ 4,451,000 | |
Biomedical Market [Member] | Customer Concentration Risk [Member] | Revenue, Segment Benchmark | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of customers more than ten percentage of revenue | Customer | 1 | 1 | |||
Biomedical Market [Member] | Customer Concentration Risk [Member] | Major customer [Member] | Revenue, Segment Benchmark | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 43% | 38% | |||
Biomedical Market [Member] | Quality Control Testing Services [Member] | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue | 0 | 0 | $ 0 | $ 0 | |
Anti-Aging Skincare Market [Member] | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue | 263,000 | 311,000 | 744,000 | 882,000 | |
Anti-Aging Skincare Market [Member] | Professional Channel Skin Care [Member] | |||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Description of Business, Basi_5
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Summary of Revenue Disaggregated by Segment, Product Group and Geography (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 1,703 | $ 1,842 | $ 5,750 | $ 5,333 |
Biomedical Market [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 1,440 | $ 1,531 | $ 5,006 | $ 4,451 |
% of Total Revenues | 100% | 100% | 100% | 100% |
Biomedical Market [Member] | U.S. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 1,168 | $ 1,315 | $ 4,188 | $ 3,578 |
Biomedical Market [Member] | International [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | 272 | 216 | 818 | 873 |
Biomedical Market [Member] | Cells [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 285 | $ 284 | $ 1,212 | $ 964 |
% of Total Revenues | 20% | 19% | 24% | 22% |
Biomedical Market [Member] | Cells [Member] | U.S. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 212 | $ 191 | $ 855 | $ 542 |
Biomedical Market [Member] | Cells [Member] | International [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | 73 | 93 | 357 | 422 |
Biomedical Market [Member] | Media [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 1,155 | $ 1,247 | $ 3,794 | $ 3,487 |
% of Total Revenues | 80% | 81% | 76% | 78% |
Biomedical Market [Member] | Media [Member] | U.S. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 956 | $ 1,124 | $ 3,333 | $ 3,036 |
Biomedical Market [Member] | Media [Member] | International [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | 199 | 123 | 461 | 451 |
Anti-Aging Skincare Market [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 263 | $ 311 | $ 744 | $ 882 |
% of Total Revenues | 100% | 100% | 100% | 100% |
Anti-Aging Skincare Market [Member] | Ecommerce [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 263 | $ 224 | $ 744 | $ 635 |
% of Total Revenues | 100% | 72% | 100% | 72% |
Anti-Aging Skincare Market [Member] | Professional [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 87 | $ 247 | ||
% of Total Revenues | 28% | 28% |
Description of Business, Basi_6
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Summary of Antidilutive Securities not Included in Diluted Net Loss Per Share Calculation (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 12,935,014 | 11,107,151 | 12,935,014 | 11,107,151 |
Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 6,858,492 | 5,440,173 | 6,858,492 | 5,440,173 |
Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 2,457,143 | 2,457,143 | 2,457,143 | 2,457,143 |
Non-redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 3,619,379 | 3,209,835 | 3,619,379 | 3,209,835 |
Inventory - Summary of the Comp
Inventory - Summary of the Components of Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 697 | $ 592 |
Work in process | 553 | 507 |
Finished goods | 1,129 | 983 |
Total current and non-current inventory, gross | 2,379 | 2,082 |
Less: allowance for excess and obsolete inventory | (595) | (526) |
Total current and non-current inventory, net | 1,784 | 1,556 |
Inventory, net | 1,415 | 1,184 |
Non-current inventory, net | $ 369 | $ 372 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets - Summary of Schedule of Prepaid and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid assets | $ 139 | $ 118 |
Other current assets | 53 | 17 |
Total prepaid and other current assets | $ 192 | $ 135 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,508 | $ 2,507 |
Less: accumulated depreciation and amortization | (2,229) | (2,123) |
Property and equipment, net | 279 | 384 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,603 | 1,610 |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 243 | 243 |
Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 104 | 104 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 558 | 549 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 34 | $ 41 | $ 106 | $ 124 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Patents | $ 1,284 | $ 1,277 |
Less: accumulated amortization | (463) | (403) |
Total | 821 | 874 |
Indefinite life logos and trademarks | 75 | 75 |
Intangible assets, net | $ 896 | $ 949 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 21 | $ 24 | $ 60 | $ 71 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders' Deficit - Convertible Preferred Stock - Additional Information (Detail) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Non-redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Redeemable convertible preferred stock shares authorized | 50 | 50 |
Series B, Series G, Series I-1 and Series I-2 Non-redeemable Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized | 10,004,310 | 10,004,310 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders' Deficit - Schedule of Authorized, Issued and Outstanding Shares of Non-redeemable Convertible Preferred Stock (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Shares Authorized | 20,000,000 | 20,000,000 |
Series B [Member] | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 5,000,000 | 5,000,000 |
Shares Issued | 250,000 | 250,000 |
Shares Outstanding | 250,000 | 250,000 |
Liquidation Preference | $ 468 | $ 456 |
Series G [Member] | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 5,000,000 | 5,000,000 |
Shares Issued | 5,000,000 | 5,000,000 |
Shares Outstanding | 5,000,000 | 5,000,000 |
Liquidation Preference | $ 5,000 | $ 5,000 |
Carrying Value | $ 5 | $ 5 |
Series I-2 [Member] | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 4,310 | 4,310 |
Shares Issued | 4,310 | 4,310 |
Shares Outstanding | 4,310 | 4,310 |
Liquidation Preference | $ 4,310 | $ 4,310 |
Series B, Series G and Series I-2 Non-redeemable Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 10,004,310 | 10,004,310 |
Shares Issued | 5,254,310 | 5,254,310 |
Shares Outstanding | 5,254,310 | 5,254,310 |
Liquidation Preference | $ 9,778 | $ 9,766 |
Carrying Value | $ 5 | $ 5 |
Convertible Preferred Stock a_5
Convertible Preferred Stock and Stockholders' Deficit - Dividends - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Stockholders Equity Note [Abstract] | |
Dividends declared | $ 0 |
Convertible Preferred Stock a_6
Convertible Preferred Stock and Stockholders' Deficit - Liquidation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 | |
Series I-2 Preferred stock [Member] | |
Class Of Stock [Line Items] | |
Percentage of share liquidation premium | 1% |
Convertible Preferred Stock a_7
Convertible Preferred Stock and Stockholders' Deficit - Conversion - Additional Information (Detail) | Sep. 30, 2022 |
Stockholders Equity Note [Abstract] | |
Preferred stock convertible conversion ratio | 1 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Number of Shares of Common Stock into Each Share of Convertible Preferred Stock Converted (Detail) | Sep. 30, 2022 $ / shares shares |
Series B [Member] | |
Class Of Stock [Line Items] | |
Initial Conversion Price | $ / shares | $ 75 |
Conversion Price | $ / shares | $ 0.39 |
Conversion Ratio to Common Stock | shares | 2.5641030 |
Common stock equivalent | shares | 641,026 |
Series D [Member] | |
Class Of Stock [Line Items] | |
Initial Conversion Price | $ / shares | $ 37.50 |
Conversion Price | $ / shares | $ 1.75 |
Conversion Ratio to Common Stock | shares | 57,142.8571 |
Common stock equivalent | shares | 2,457,143 |
Series G [Member] | |
Class Of Stock [Line Items] | |
Initial Conversion Price | $ / shares | $ 60 |
Conversion Price | $ / shares | $ 9.70 |
Conversion Ratio to Common Stock | shares | 0.103099 |
Common stock equivalent | shares | 515,495 |
Series I-2 [Member] | |
Class Of Stock [Line Items] | |
Initial Conversion Price | $ / shares | $ 1.75 |
Conversion Price | $ / shares | $ 1.75 |
Conversion Ratio to Common Stock | shares | 571.428571 |
Common stock equivalent | shares | 2,462,858 |
Convertible Preferred Stock a_8
Convertible Preferred Stock and Stockholders' Deficit - Common Stock - Additional Information (Detail) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders Equity Note [Abstract] | ||
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred Stock a_9
Convertible Preferred Stock and Stockholders' Deficit - Equity Incentive Plans - Additional Information (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2006 | |
2006 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiry of options | 10 years | |
Stock options expiration date | Nov. 16, 2016 | |
Options granted to employees, directors and consultants | 0 | |
2006 Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options that may be granted | 100,000 | |
2010 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiry of options | 10 years | |
2010 Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options that may be granted | 9,700,000 |
Convertible Preferred Stock _10
Convertible Preferred Stock and Stockholders' Deficit - Summary of Stock Option Activity (Detail) - 2006 Plan and 2010 Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Outstanding Options, Outstanding, Beginning balance | 5,373,203 | |
Number of Outstanding Options, Granted | 2,338,528 | |
Number of Outstanding Options, Forfeited or expired | (853,239) | |
Number of Outstanding Options, Outstanding, Ending balance | 6,858,492 | 5,373,203 |
Number of Outstanding Options, Vested and expected to vest at September 30, 2022 | 6,480,137 | |
Number of Outstanding Options, Exercisable at September 30, 2022 | 4,234,456 | |
Weighted Average Exercise, Outstanding, Beginning balance | $ 1.42 | |
Weighted Average Exercise, Granted | 0.45 | |
Weighted Average Exercise, Forfeited or expired | 1.98 | |
Weighted Average Exercise, Outstanding, Ending balance | 1.02 | $ 1.42 |
Weighted Average Exercise, Vested and expected to vest at September 30, 2022 | 1.05 | |
Weighted Average Exercise, Exercisable at September 30, 2022 | $ 1.38 | |
Weighted Average Remaining Contractual Term (in years), Options Outstanding | 7 years 7 months 13 days | 7 years 3 months 21 days |
Weighted Average Remaining Contractual Term (in years), Vested and expected to vest at September 30, 2022 | 7 years 6 months 7 days | |
Weighted Average Remaining Contractual Term (in years), Exercisable at September 30, 2022 | 6 years 6 months 14 days | |
Aggregate Intrinsic Value, Outstanding | $ 146 |
Convertible Preferred Stock _11
Convertible Preferred Stock and Stockholders' Deficit - Summary Of Fair Value of Stock Options Grants, Weighted Average Assumptions (Detail) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate | 2.86% | 0.89% |
Expected stock price volatility | 90.29% | 83.85% |
Expected dividend yield | 0% | 0% |
Expected life of options (in years) | 5 years 8 months 15 days | 5 years 8 months 1 day |
Convertible Preferred Stock _12
Convertible Preferred Stock and Stockholders' Deficit - Schedule of Total Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 109 | $ 118 | $ 290 | $ 524 |
Cost of Sales [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1 | 3 | 4 | 18 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 13 | 7 | 29 | 38 |
Selling and Marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2 | 5 | 6 | 27 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 93 | $ 103 | $ 251 | $ 441 |
Convertible Preferred Stock _13
Convertible Preferred Stock and Stockholders' Deficit - Stock-Based Compensation - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Stockholders Equity Note [Abstract] | |
Unrecognized compensation expense related to stock options | $ 693 |
Unrecognized compensation cost related to unvested shares expected to be recognized, weighted-average period | 2 years 2 months 4 days |
Convertible Preferred Stock _14
Convertible Preferred Stock and Stockholders' Deficit - Summary of Shares of Common Stock Reserved for Future Issuance (Detail) | Sep. 30, 2022 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 15,609,580 |
Options Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 6,858,492 |
Redeemable Convertible Preferred Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 2,457,143 |
Non-redeemable Convertible Preferred Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 3,619,379 |
Common Stock [Member] | 2010 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 2,674,566 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 15, 2022 | Mar. 01, 2022 | Jan. 13, 2022 | Dec. 15, 2021 | Nov. 01, 2021 | Nov. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Expiry of lease | Dec. 31, 2026 | Dec. 31, 2026 | ||||||
Lease costs incurred percentage | 40% | |||||||
Unsecured Non-convertible Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Non-convertible promissory note, principal amount | $ 2,900,000 | |||||||
Conversion note surrendered | $ 250,000 | $ 300,000 | ||||||
Maturity date | Mar. 15, 2022 | |||||||
Related party transaction, description | The Modified Note, including outstanding amounts of principal and accrued interest, was due and payable on March 15, 2022. | |||||||
Unsecured Non-convertible Promissory Note [Member] | Chief Executive Officer and Co-Chairman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Non-convertible promissory note, principal amount | $ 2,700,000 | |||||||
Annual interest rate | 4.50% | |||||||
Maturity date | Sep. 15, 2022 | Jan. 15, 2022 | ||||||
Extended maturity date | Mar. 15, 2023 | |||||||
S Real Estate Holding LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expiry of lease | Dec. 31, 2026 | |||||||
Lease costs incurred remaining percentage | 60% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Nov. 01, 2021 | Nov. 30, 2021 USD ($) | Oct. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Lease Installment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | ||||||||
Number of operating leases for real estate | Lease | 3 | |||||||
Expiry of lease | Dec. 31, 2026 | Dec. 31, 2026 | ||||||
Base rent due under lease | $ 4 | $ 11 | ||||||
Percentage of increase rent per annum over lease term | 3.50% | |||||||
Percentage of base rent abated of lease term | 50% | |||||||
Lease expense | $ 71 | $ 118 | $ 213 | $ 355 | ||||
Finance leases | 0 | 0 | $ 0 | |||||
Astellas Pharma [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Minimum license fee payable | $ 75 | $ 75 | ||||||
Number of installments per year | Installment | 2 | |||||||
License agreement expiry date | 2022-07 | |||||||
San Diego | Corporate Headquarters [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Operating leases with term date | 2026-12 | |||||||
San Diego | Supplemental Office Space [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Operating leases with term date | 2026-12 | |||||||
Frederick, Maryland [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Operating leases with term date | 2025-12 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leases Future Minimum Payments Due [Abstract] | ||
2022 (remaining three months) | $ 82 | |
2023 | 338 | |
2024 | 349 | |
2025 | 360 | |
2026 | 119 | |
Total minimum lease payments | 1,248 | |
Less: imputed interest | (248) | |
Total future minimum lease payments | 1,000 | |
Less: operating lease liabilities, current | (219) | $ (179) |
Operating lease liabilities, net of current portion | $ 781 | $ 950 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 Segment Units | |
Segment Reporting [Abstract] | |
Number of reporting segments | Segment | 3 |
Number of business units | Units | 2 |
Segments - Revenues, Expenses a
Segments - Revenues, Expenses and Operating Income (Loss) by Market Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product sales, net: | ||||
Revenue | $ 1,703 | $ 1,842 | $ 5,750 | $ 5,333 |
Operating expenses: | ||||
Total operating expenses | 2,003 | 2,465 | 5,994 | 6,931 |
Loss from operations | ||||
Total operating income (loss) | (300) | (623) | (244) | (1,598) |
Anti-aging Market [Member] | ||||
Product sales, net: | ||||
Revenue | 263 | 311 | 744 | 882 |
Operating expenses: | ||||
Total operating expenses | 431 | 348 | 1,155 | 1,095 |
Loss from operations | ||||
Total operating income (loss) | (168) | (37) | (411) | (213) |
Therapeutic Market [Member] | ||||
Operating expenses: | ||||
Total operating expenses | 561 | 958 | 1,794 | 2,516 |
Loss from operations | ||||
Total operating income (loss) | (561) | (958) | (1,794) | (2,516) |
Biomedical Market [Member] | ||||
Product sales, net: | ||||
Revenue | 1,440 | 1,531 | 5,006 | 4,451 |
Operating expenses: | ||||
Total operating expenses | 1,011 | 1,159 | 3,045 | 3,320 |
Loss from operations | ||||
Total operating income (loss) | $ 429 | $ 372 | $ 1,961 | $ 1,131 |