Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001357459 | |
Entity Registrant Name | PALISADE BIO, INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-33672 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-2007292 | |
Entity Address, Address Line One | 5800 Armada Drive, Suite 210 | |
Entity Address, City or Town | Carlsbad | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92008 | |
City Area Code | 858 | |
Local Phone Number | 704-4900 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | PALI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,574,049 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 14,104,000 | $ 713,000 |
Accounts receivable | 0 | 59,000 |
Prepaid expenses and other current assets | 1,988,000 | 124,000 |
Total current assets | 16,092,000 | 896,000 |
Restricted cash | 26,000 | 26,000 |
Deferred transaction costs | 0 | 1,817,000 |
Right-of-use asset | 153,000 | 275,000 |
Property and equipment, net | 3,000 | 5,000 |
Total assets | 16,274,000 | 3,019,000 |
Current liabilities: | ||
Accounts payable | 1,383,000 | 2,537,000 |
Accrued liabilities | 722,000 | 2,740,000 |
Accrued compensation and benefits | 89,000 | 1,590,000 |
Current portion of lease liability | 158,000 | 168,000 |
Current portion of debt | 387,000 | 578,000 |
Current portion of related party debt, net | 181,000 | 469,000 |
Total current liabilities | 2,920,000 | 8,082,000 |
Warrant liability | 9,434,000 | 1,830,000 |
Non-current portion of debt | 0 | 94,000 |
Lease liability, net of current portion | 0 | 112,000 |
Total liabilities | 12,354,000 | 10,118,000 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.01 par value; 300,000,000 and 6,797,500 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 11,398,698 and 2,774,501 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 130,000 | 28,000 |
Additional paid-in capital | 99,503,000 | 51,396,000 |
Accumulated deficit | (95,715,000) | (68,026,000) |
Total stockholders' equity (deficit) | 3,920,000 | (16,602,000) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 16,274,000 | 3,019,000 |
Series C Preferred Stock [Member] | ||
Current liabilities: | ||
Series C convertible preferred stock, $0.001 par value; 0 and 33,594,625 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 0 and 11,674,131 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively; liquidation preference of $10.4 million as of December 31, 2020 | 0 | 9,503,000 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Series A convertible preferred stock, 7,000,000 shares authorized, $0.01 par value; 200,000 and 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | $ 2,000 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 6,797,500 |
Common stock, shares issued (in shares) | 12,929,911 | 2,774,501 |
Common stock, shares outstanding (in shares) | 12,929,911 | 2,774,501 |
Series C Preferred Stock [Member] | ||
Series C convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series C convertible preferred stock, shares authorized (in shares) | 0 | 33,594,625 |
Series C convertible preferred stock, shares issued (in shares) | 0 | 11,674,131 |
Series C convertible preferred stock, shares outstanding (in shares) | 0 | 11,674,131 |
Series C convertible preferred stock, liquidation preference | $ 10.4 | |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 7,000,000 | 7,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 200,000 | 0 |
Preferred stock, shares outstanding (in shares) | 200,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 624 | $ 412 | $ 1,630 | $ 2,314 |
In-process research and development | 0 | 0 | 30,117 | 0 |
General and administrative | 2,392 | 1,404 | 6,080 | 3,738 |
Total operating expenses | 3,016 | 1,816 | 37,827 | 6,052 |
Loss from operations | (3,016) | (1,816) | (37,827) | (6,052) |
Other income (expense): | ||||
Gain on forgiveness of PPP loan | 0 | 0 | 279 | 0 |
Loss on issuance of secured debt | 0 | 0 | (686) | 0 |
Change in fair value of warrant liability | 12,764 | 0 | 17,939 | 0 |
Change in fair value of share liability | 18 | 0 | 91 | 0 |
Interest expense | (26) | (28) | (2,393) | (39) |
Other income | 20 | 1 | 36 | 13 |
Loss on issuance of LBS Series 1 Preferred Stock | 0 | 0 | (1,881) | 0 |
Loss on Issuance of warrants | (1,673) | 0 | (3,247) | 0 |
Total other income (expense) | 11,103 | (27) | 10,138 | (26) |
Net loss | $ 8,087 | $ (1,843) | $ (27,689) | $ (6,078) |
Loss per share: | ||||
Basic (in dollars per share) | $ 0.42 | $ (0.66) | $ (3.50) | $ (2.19) |
Diluted (in dollars per share) | $ 0.42 | $ (0.66) | $ (4.13) | $ (2.19) |
Weighted average shares used in computing loss per share: | ||||
Basic (in shares) | 12,100,292 | 2,774,502 | 7,902,104 | 2,774,237 |
Weighted-average shares outstanding | 12,106,771 | 2,774,502 | 7,952,998 | 2,774,237 |
Net income (loss) attributable to common shares - basic | $ 5,118 | $ (1,843) | $ (27,689) | $ (6,078) |
Net income (loss) attributable to common shares - diluted | $ 5,119 | $ (1,843) | $ (32,808) | $ (6,078) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Private Placement [Member] | Series C Convertible Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Private Placement [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Private Placement [Member] | Retained Earnings [Member] | Conversion of Senior Secured Debt to LBS Series 1 Preferred Shares [Member] | Conversion of Senior Secured Debt to LBS Series 1 Preferred Shares [Member]Preferred Stock [Member] | Conversion of Senior Secured Debt to LBS Series 1 Preferred Shares [Member]Additional Paid-in Capital [Member] | Conversion of LBS Series 1 Preferred Stock to Common Shares Upon Merger [Member]Preferred Stock [Member] | Conversion of LBS Series 1 Preferred Stock to Common Shares Upon Merger [Member]Common Stock [Member] | Conversion of LBS Series 1 Preferred Stock to Common Shares Upon Merger [Member]Additional Paid-in Capital [Member] | Conversion of LBS Series C Preferred Shares to Common Shares Upon Merger [Member] | Conversion of LBS Series C Preferred Shares to Common Shares Upon Merger [Member]Series C Convertible Preferred Stock [Member] | Conversion of LBS Series C Preferred Shares to Common Shares Upon Merger [Member]Common Stock [Member] | Conversion of LBS Series C Preferred Shares to Common Shares Upon Merger [Member]Additional Paid-in Capital [Member] |
Balance (in shares) at Dec. 31, 2019 | 11,674,131 | 2,774,176 | |||||||||||||||||
Balance at Dec. 31, 2019 | $ (8,332) | $ 9,503 | $ 28 | $ 49,344 | $ (57,704) | ||||||||||||||
Net income (loss) | (6,078) | (6,078) | |||||||||||||||||
Issuance of common stock to vendor (in shares) | 325 | ||||||||||||||||||
Issuance of common stock to vendor | 9 | 9 | |||||||||||||||||
Stock-based compensation expense | 1,544 | 1,544 | |||||||||||||||||
Issuance of common stock warrants related to promissory note and private placement, net of issuance costs of $67 | 10 | 10 | |||||||||||||||||
Conversion of LBS Series Preferred stock to common shares upon Merger, shares issued | 0 | ||||||||||||||||||
Balance (in shares) at Sep. 30, 2020 | 11,674,131 | 2,774,501 | |||||||||||||||||
Balance at Sep. 30, 2020 | (12,847) | $ 9,503 | $ 28 | 50,907 | (63,782) | ||||||||||||||
Balance (in shares) at Jun. 30, 2020 | 11,674,131 | 2,774,501 | |||||||||||||||||
Balance at Jun. 30, 2020 | (11,678) | $ 9,503 | $ 28 | 50,233 | (61,939) | ||||||||||||||
Net income (loss) | (1,843) | (1,843) | |||||||||||||||||
Stock-based compensation expense | 664 | 664 | |||||||||||||||||
Issuance of common stock warrants related to promissory note and private placement, net of issuance costs of $67 | 10 | 10 | |||||||||||||||||
Balance (in shares) at Sep. 30, 2020 | 11,674,131 | 2,774,501 | |||||||||||||||||
Balance at Sep. 30, 2020 | (12,847) | $ 9,503 | $ 28 | 50,907 | (63,782) | ||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 11,674,131 | 2,774,502 | |||||||||||||||||
Balance at Dec. 31, 2020 | (16,602) | $ 9,503 | $ 28 | 51,396 | (68,026) | ||||||||||||||
Net income (loss) | (27,689) | (27,689) | |||||||||||||||||
Issuance of common stock to vendor (in shares) | 118,833 | ||||||||||||||||||
Issuance of common stock to vendor | 1,184 | $ 1 | 1,183 | ||||||||||||||||
Stock-based compensation expense | 1,208 | 1,208 | |||||||||||||||||
Issuance of common stock warrants related to promissory note and private placement, net of issuance costs of $67 (in shares) | 1,509,896 | ||||||||||||||||||
Issuance of common stock warrants related to promissory note and private placement, net of issuance costs of $67 | 16 | $ 5,141 | $ 15 | 16 | $ 5,126 | ||||||||||||||
Conversion of convertible securities (in shares) | 786,957 | ||||||||||||||||||
Conversion of convertible securities | $ 2,421 | $ 2,421 | |||||||||||||||||
Issuance of LBS Series 1 Preferred shares (in shares) | 4,516,611 | ||||||||||||||||||
Conversion of LBS Series Preferred stock to common shares upon Merger, shares converted (in shares) | 11,674,131 | ||||||||||||||||||
Conversion of LBS Series Preferred stock to common shares upon Merger, shares converted | $ 9,503 | ||||||||||||||||||
Conversion of LBS Series Preferred stock to common shares upon Merger, shares issued (in shares) | (5,303,568) | 5,303,568 | 317,420 | ||||||||||||||||
Conversion of LBS Series Preferred stock to common shares upon Merger, shares issued | 9,503 | $ 53 | $ (53) | $ 9,503 | $ 3 | $ 9,500 | |||||||||||||
Issuance of common shares to former shareholders of Seneca upon Merger (in shares) | 2,884,375 | ||||||||||||||||||
Issuance of common shares to former shareholders of Seneca upon Merger | 28,728 | $ 29 | 28,699 | ||||||||||||||||
Acquisition of Seneca Series A Preferred Stock upon Merger (in shares) | 200,000 | ||||||||||||||||||
Acquisition of Seneca Series A Preferred Stock upon Merger | 2 | $ 2 | |||||||||||||||||
Equity warrant put rights activated upon Merger | (51) | (51) | |||||||||||||||||
Expiration of put rights on equity classified warrants | 26 | 26 | |||||||||||||||||
Conversion of share liability to common stock, shares | 12,500 | ||||||||||||||||||
Conversion of share liability to common stock | 33 | $ 1 | 32 | ||||||||||||||||
Conversion of restricted stock units to common stock, shares | 8,817 | ||||||||||||||||||
Balance (in shares) at Sep. 30, 2021 | 200,000 | 12,929,911 | |||||||||||||||||
Balance at Sep. 30, 2021 | 3,920 | $ 2 | $ 130 | 99,503 | (95,715) | ||||||||||||||
Balance (in shares) at Jun. 30, 2021 | 200,000 | 11,398,698 | |||||||||||||||||
Balance at Jun. 30, 2021 | (9,444) | $ 2 | $ 114 | 94,242 | (103,802) | ||||||||||||||
Net income (loss) | 8,087 | 8,087 | |||||||||||||||||
Stock-based compensation expense | 103 | 103 | |||||||||||||||||
Issuance of common stock warrants related to promissory note and private placement, net of issuance costs of $67 (in shares) | 1,509,896 | ||||||||||||||||||
Issuance of common stock warrants related to promissory note and private placement, net of issuance costs of $67 | $ 5,141 | $ 15 | $ 5,126 | ||||||||||||||||
Conversion of share liability to common stock, shares | 12,500 | ||||||||||||||||||
Conversion of share liability to common stock | 33 | $ 1 | 32 | ||||||||||||||||
Conversion of restricted stock units to common stock, shares | 8,817 | ||||||||||||||||||
Balance (in shares) at Sep. 30, 2021 | 200,000 | 12,929,911 | |||||||||||||||||
Balance at Sep. 30, 2021 | $ 3,920 | $ 2 | $ 130 | $ 99,503 | $ (95,715) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Common Stock [Member] | ||
Payments of Stock Issuance Costs | $ 67 | $ 67 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net loss | $ 8,087 | $ (1,843) | $ (27,689) | $ (6,078) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 2 | 2 | ||
In-process research and development | 0 | 0 | 30,117 | 0 |
Noncash transaction costs shared with Seneca | (135) | 0 | ||
Noncash lease expense | 122 | 105 | ||
Gain on forgiveness of PPP loan | 0 | 0 | (279) | 0 |
Accretion of debt discount and non-cash interest expense | 2,334 | 32 | ||
Loss on issuance of LBS Series 1 Preferred Stock | 0 | 0 | 1,881 | 0 |
Loss on issuance of secured debt | 0 | 0 | 686 | 0 |
Loss on issuance of warrants | 3,247 | 0 | ||
Change in fair value of warrant liabilities | (12,764) | 0 | (17,939) | 0 |
Change in fair value of share liability | (18) | 0 | (91) | 0 |
Stock-based compensation | 1,208 | 1,544 | ||
Accrued and unpaid interest | 0 | 7 | ||
Other | 191 | 0 | ||
Changes in operating assets and liabilities: | ||||
Trade and other receivables | 84 | (53) | ||
Prepaid and other assets | (1,264) | 24 | ||
Accounts payable and accrued liabilities | (2,527) | 1,299 | ||
Accrued compensation | (1,544) | 0 | ||
Operating lease liabilities | (122) | (102) | ||
Net cash used in operating activities | (11,718) | (3,220) | ||
Cash flows from investing activities: | ||||
Cash acquired in connection with the Merger | 3,279 | 0 | ||
Acquisition related costs paid | (3,333) | 0 | ||
Purchases of property and equipment | 0 | (5) | ||
Net cash provided by (used in) investing activities | (54) | (5) | ||
Cash flows from financing activities: | ||||
Payments on debt | (949) | 0 | ||
Proceeds from issuance of debt | 1,250 | 379 | ||
Proceeds from issuance of LBS Series 1 Preferred Stock | 19,900 | 0 | ||
Proceeds from issuance of common stock and warrants | 5,209 | 0 | ||
Redemption of warrants | (99) | 0 | ||
Payment of debt issuance costs | (148) | 0 | ||
Net cash provided by financing activities | 25,163 | 379 | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | 13,391 | (2,846) | ||
Cash, cash equivalents and restricted cash, beginning of period | 739 | 3,623 | ||
Cash, cash equivalents and restricted cash, end of period | 14,130 | 777 | 14,130 | 777 |
Reconciliation of cash, cash equivalents and restricted cash to the balance sheets: | ||||
Cash and cash equivalents | 14,104 | 751 | 14,104 | 751 |
Restricted cash | 26 | 26 | 26 | 26 |
Total cash, cash equivalents and restricted cash | $ 14,130 | $ 777 | 14,130 | 777 |
Supplemental disclosure of cash flows: | ||||
Interest paid | 61 | |||
Supplemental disclosures of non-cash investing and financing activities: | ||||
Equity issuance costs included in accounts payable | 67 | 0 | ||
Transaction costs shared with Seneca | 135 | 0 | ||
Acquisition costs related to stock issuance | 1,184 | 0 | ||
Issuance of common stock to former Seneca stockholders | 28,728 | 0 | ||
Conversion of LBS Series C Preferred stock into common stock | 9,503 | 0 | ||
Net assets acquired in the Merger | 2 | 0 | ||
Acquisition related vesting of RSU’s assumed in the Merger | 41 | 0 | ||
Acquisition related fair value change in warrant liability assumed in the Merger | $ 51 |
Note 1 - Organization, Business
Note 1 - Organization, Business and Financial Condition | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization, Business and Financial Condition The Merger On April 27, 2021, Leading Biosciences, Inc. (“LBS”) completed an asset acquisition with Seneca Biopharma Inc. (“Seneca”) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of December 16, 2020, (the “Merger Agreement”) by and among Seneca, Townsgate Acquisition Sub 1, Inc., a wholly owned subsidiary of Seneca (“Merger Sub”), and LBS, pursuant to which Merger Sub merged with and into LBS, with LBS surviving as a wholly owned subsidiary of Seneca (the “Merger”). Concurrent with the closing of the Merger, LBS outstanding common stock, common stock warrants and options for the purchase of LBS common stock were exchanged for Seneca common stock, Seneca common stock warrants and options for the purchase of Seneca common stock at a ratio of 0.02719 shares of LBS common stock equivalents to one share of Seneca common stock equivalents (the “Exchange Ratio”). On April 27, 2021, in connection with the Merger, Seneca filed a certificate of amendment to its amended and restated certificate of incorporation to affect a 1-for- 6 reverse stock split of its common stock (the "Reverse Stock Split"). Stockholders’ equity and all references to share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the 1-for-6 reverse stock split for all periods presented. Unless the context otherwise requires, references to the “Company,” “Palisade,” “Palisade Bio,” the “combined organization,” “we,” “our” or “us” in this report refer to Palisade Bio, Inc. and its subsidiaries after completion of the Merger. In addition, references to “Seneca” or “LBS” refer to these entities prior to the completion of the Merger. Description of Business The Company is a clinical-stage biopharmaceutical company focused on the discovery and development of innovative therapies to improve the lives of patients affected by a broad range of diseases and conditions triggered by gastrointestinal dysregulation. The Company is on the forefront of elucidating the role the gut plays in driving multiple disease states and conditions inside and outside the gastrointestinal tract. The Company is applying its knowledge and its industry experience to develop oral small-molecule drugs to maintain the integrity of the gut epithelial barrier, microbiome, and gut immune cells to improve acute and chronic Gastrobiome-mediated outcomes. The Company's initial focus is combatting the interruption of GI function (ileus) following major surgery to reduce recovery times and shorten patients’ length of stay in the hospital. The Company’s programs have the potential to prevent the formation of post-operative adhesions, as well as to address the myriad health conditions and complications associated with chronic disruption of the intestinal mucosal barrier. Liquidity and Going Concern The Company has a limited operating history and the sales and income potential of the Company’s business and market are unproven. The Company has experienced losses and negative cash flows from operations since its inception. At September 30, 2021, the Company had an accumulated deficit of $ 95.7 million and cash and cash equivalents of $ 14.1 mil lion. The Company expects to continue to incur losses into the foreseeable future. The successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. Historically, the Company has funded its operations primarily through a combination of debt and equity financings. Management anticipates continuing to raise additional capital from the sale of its securities or through agreements, such as potential partnering events of the Company’s existing technology. However, no assurance can be given as to whether the Company will achieve these objectives. Based on the Company’s current business plan, management believes that existing cash and cash equivalents will not be sufficient to fund the Company’s obligations for at least 12 months from the date of issuance of these financial statements. The Company’s ability to execute its operating plan depends on its ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. The financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. However, the Company’s current working capital, anticipated operating expenses and net operating losses raise substantial doubt about its ability to continue as a going concern for a period of one year following the date that these financial statements are issued. The financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to continue to fund its operations through cash and cash equivalents on hand, as well as through future equity offerings, debt financings, other third-party funding, and potential licensing or collaboration arrangements. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. Even if the Company raises additional capital, it may also be required to modify, delay or abandon some of its plans which could have a material adverse effect on the Company’s business, operating results and financial condition and the Company’s ability to achieve its intended business objectives. Any of these actions could materially harm the Company’s business, results of operations and future prospects. COVID-19 On January 30, 2020 , the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (“COVID-19”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020 , the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. In April 2020 , as a result of impacts and risks associated with the current COVID-19 pandemic, the Company paused enrollment and program activities surrounding the Company’s clinical trials. The COVID-19 pandemic has not affected the production or supply of the Company’s therapeutic candidate, LB1148. The COVID-19 pandemic may cause additional delays of the Company’s clinical trials or adversely impact the Company’s business. The Company cannot predict how legal and regulatory responses to concerns about COVID-19 or other major public health issues will impact the Company’s business, nor can it predict potential adverse impacts related to the availability of capital to fund the Company’s operations. Additionally, the Company’s workforce and outside consultants may also be affected, which could result in an adverse impact on the Company’s ability to conduct business. Any of these factors, alone or in combination with others, could harm the Company’s business, results of operations, financial condition or liquidity. However, the magnitude, timing, and duration of any such potential financial impacts cannot be reasonably estimated at this time. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation In management’s opinion, the accompanying interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company's financial position, results of operations and cash flows. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these condensed consolidated financial statements are read in conjunction with the financial statements and notes included in the Company’s financial statements filed on the Form 8-K/A for the year ended December 31, 2020, which was filed with the SEC on July 13, 2021. The accompanying condensed consolidated financial statements prior to the closing of the Merger are representative of LBS’s operations. The condensed consolidated financial statements subsequent to the closing of the Merger include the accounts of the Company and its wholly owned subsidiaries, Leading Biosciences, Inc. and Suzhou Neuralstem Biopharmaceutical Co., Ltd. All the entities are consolidated in our condensed consolidated financial statements and all intercompany activity and transactions, if any, has been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s financial statements and notes. The most significant estimates in the Company’s financial statements relate to clinical trial accruals and valuation of derivative liabilities and stock-based compensation. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment which consists of research and development activities. Cash and Cash Equivalents Cash and cash equivalents represent cash available in readily available checking and money market accounts. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Restricted Cash As of September 30, 2021 and December 31, 2020, the Company held restricted cash of $ 26,000 , in a separa te restricted bank account as collateral for the Company’s corporate credit card program. The Company has classified these deposits as long-term restricted cash on its condensed consolidated balance sheets . Deferred Transaction Costs Deferred Transaction Costs consists of the direct and incremental costs incurred by the Company related to the acquisition of assets under the Merger Agreement. These costs represent legal, accounting and other direct costs related to the acquisition of assets under the Merger Agreement. As of September 30, 2021, and December 31, 2020, deferred transaction costs were approximately $ 0 and $ 1.8 million, respectively (see Note 3 for additional disclosure). Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions and in money market accounts, and at times balances may exceed federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held nor has the Company experienced any losses in these accounts. Property and Equipment, Net Property and equipment, which consist of computers, are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets (approximately three years). Repair and maintenance costs that do not improve service potential or extend economic life are expensed as incurred. Convertible Preferred Stock The Company’s Series C convertible preferred stock has been classified as temporary equity instead of permanent equity within the balance sheet, in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities as the stock is conditionally redeemable upon certain change in control events outside of the Company’s control, including the liquidation, sale or transfer of control of the Company. Upon such change in control events the holders of the convertible preferred stock can cause its redemption. The Company did not adjust the carrying values of the convertible preferred stock to its redemption value as of December 31, 2020 since a liquidation event was not probable. In connection with the Merger, the Series C Convertible Preferred Stock converted to Common Stock. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash equivalents, accounts receivable, restricted cash, accounts payable, accrued liabilities, debt and derivative liabilities. The carrying amounts of financial instruments such as cash equivalents, accounts receivable, restricted cash, accounts payable, and accrued liabilities approximate their related fair values due to the short-term nature of these instruments. The carrying value of the Company’s current and non-current debt approximates its fair value due to the market rate of interest. The Company’s derivative financial instruments are carried at fair value based on unobservable market inputs. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using the Black-Scholes option-pricing model or other acceptable valuation models, including Monte-Carlo simulations. Derivative instruments are valued at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is re-assessed at the end of each reporting period. The Company reviews the terms of debt instruments, equity instruments and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants, including options or warrants to non-employees in exchange for consulting or other services performed. The Company accounts for its common stock warrants and tranche liability in accordance with Accounting Standards Codification (“ASC”) Topic 815 , Derivatives and Hedging (“ASC 815 ” ). Based upon the provisions of ASC 815 , the Company accounts for common stock warrants as liabilities if the warrant requires net cash settlement or gives the holder the option of net cash settlement or it fails the equity classification criteria. The Company accounts for common stock warrants as equity if the contract requires physical settlement or net physical settlement or if the Company has the option of physical settlement or net physical settlement and the warrants meet the requirements to be classified as equity. Common stock warrants classified as liabilities are initially recorded at fair value and remeasured at fair value each balance sheet date with the offset adjustments recorded in change in fair value of warrant liability within the condensed consolidated statements of operations. Common stock warrants classified as equity are initially measured at fair value on the grant date and are not subsequently remeasured. Research and Development Costs Research and development expenses consist primarily of salaries and other personnel related expenses including stock-based compensation costs, preclinical costs, clinical trial costs, costs related to acquiring and manufacturing clinical trial materials and contract services. All research and development costs are expensed as incurred. Clinical Trial Expenses Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to the Company’s contract arrangements. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to the Company’s service providers will temporarily exceed the level of services provided and result in a prepayment of the clinical expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients, site initiation and the completion of clinical milestones. The Company makes estimates of its accrued expenses as of each balance sheet date in its financial statements based on facts and circumstances known at that time. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from its estimate, the Company adjusts the accrual or prepaid expense balance accordingly. Historically, the Company’s estimated accrued liabilities have materially approximated actual expense incurred. Clinical trial expenses are included in research and development expense. Patent Costs Costs related to filing and pursuing patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses. Debt Issuance Costs Debt issuance costs incurred to obtain debt financing are deferred and are amortized over the term of the debt using the effective interest method. Debt issuance costs are recorded as a reduction to the carrying value of the debt and are amortized to interest expense in the condensed consolidated statements of operations. Income Taxes The Company follows the ASC 740 , Income Taxes , or ASC Topic 740 (“ASC 740 ” ), in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some of or all the deferred tax assets will not be realized. The Company accounts for uncertain tax positions pursuant to ASC 740 , which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of employee and non-employee stock option grants recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. The Company recognizes forfeitures as they occur as a reduction of expense. The Company estimates the fair value of employee and non-employee stock option grants using the Black-Scholes option pricing model. Net Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. The Company’s Series C convertible preferred stock (the "Convertible Preferred Stock"), the Senior Secured Promissory Note Warrants, the May 2021 Warrants and the July 2021 Warrants (as defined at Note 5) contain non-forfeitable rights to dividends with the common stockholders, and therefore are considered to be participating securities. The Convertible Preferred Stock and the warrants do not have a contractual obligation to fund the losses of the Company; therefore, the application of the two-class method is not required when the Company is in a net loss position but is required when the Company is in a net income position such as the three months ended September 30, 2021. Diluted earnings per share is computed using the more dilutive of the two-class method or the if-converted and treasury stock methods. Basic and diluted earnings per share during the three months ended September 30, 2021 were calculated under the two-class method. Basic and diluted loss per share for the nine months ended September 30, 2021, and the three and nine months ended September 30, 2020 were calculated under the if-converted and treasury stock methods. C ertain of the liability classified warrants were dilutive in the second quarter of 2021 resulting in a dilutive impact for the nine months ended September 30, 2021. The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings (loss) per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Basic net income (loss) per common share Net income (loss) $ 8,087 $ ( 1,843 ) $ ( 27,689 ) $ ( 6,078 ) Undistributed earnings allocated to participating securities ( 2,969 ) — — — Net income (loss) attributable to common shares - basic $ 5,118 $ ( 1,843 ) $ ( 27,689 ) $ ( 6,078 ) Weighted average shares used in calculating basic earnings (loss) per share 12,100,292 2,774,502 7,902,104 2,774,237 Basic net income (loss) per common share $ 0.42 $ ( 0.66 ) $ ( 3.50 ) $ ( 2.19 ) Diluted net income (loss) per common share Net income (loss) $ 8,087 $ ( 1,843 ) $ ( 27,689 ) $ ( 6,078 ) Change in fair value of warrants — — ( 5,119 ) — Undistributed earnings allocated to participating securities ( 2,968 ) — — — Net income (loss) attributable to common shares - diluted $ 5,119 $ ( 1,843 ) $ ( 32,808 ) $ ( 6,078 ) Weighted-average shares outstanding 12,100,292 2,774,502 7,902,104 2,774,237 Effect of potentially dilutive securities 6,479 — 50,894 — Weighted average shares used in calculating diluted earnings (loss) per share 12,106,771 2,774,502 7,952,998 2,774,237 Diluted net income (loss) per common share $ 0.42 $ ( 0.66 ) $ ( 4.13 ) $ ( 2.19 ) The following potentially dilutive securities were excluded from the calculation of diluted net earnings (loss) per share because their effects would be anti-dilutive: September 30, 2021 2020 Employee stock options 799,562 826,771 Warrants for common stock 8,491,006 100,393 Series C convertible preferred stock — 317,420 Total 9,290,568 1,244,584 Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive income (loss) was the same as its reported net income (loss) for all periods presented. Recently Adopted Accounting Pronouncements In November 2017 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-18 , Statement of Cash Flows (Topic 230) Restricted Cash (“ASU 2016-18 ” ). The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts described as restricted cash or restricted cash and equivalents. ASU 2016-18 is effective for fiscal years beginning after December 31, 2018 , with early adoption permitted. The Company adopted this standard on January 1, 2021, which did not have a material impact on its financial position, results of operations or cash flows. In December 2019 , the FASB issued ASU No. 2019-12 , Income Taxes ( Topic 740 ) - Simplifying the Accounting for Income Taxes (“ASU 2019-12 " ), as part of its initiative to reduce complexity in accounting standards. The amendments in ASU 2019-12 are effective for fiscal years beginning after December 15, 2020 , including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. As required by ASU 2019-12 , we adopted this ASU effective January 1, 2021 . The adoption of ASU No. 2019-12 did not have a material impact on the Company's financial position, results of operations or cash flows. 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 (“ASU 2021-04 " ). The accounting standard update is effective for fiscal years beginning after December 15, 2021. The Company early adopted this standard effective January 1, 2021 and evaluated all outstanding financial instruments that would fall under the scope of ASU 2021-04 . Recently Issued Accounting Pronouncements In June 2016, the FASB issued 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. After 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 Company plans to adopt this standard in the first quarter of 2023 and does not expect the adoption will have a significant impact on its financial statements and related disclosures. In August 2020, FASB issued ASU 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) — Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU- 2020-06"), which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher stockholder’s rights, and (3) whether collateral is required. In addition, the ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. This ASU may be applied on a full retrospective of modified retrospective basis. For smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2023 , including interim periods within those fiscal years. Early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact that this standard may have on its financial statements and related disclosures and currently expects to adopt this standard in the first quarter of 2024. |
Note 3 - Merger Between Seneca
Note 3 - Merger Between Seneca and LBS | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 3. Merger between Seneca and LBS On December 16, 2020, Seneca entered into a Merger Agreement, pursuant to which Merger Sub merged with and into LBS with LBS surviving as a wholly owned subsidiary of Seneca. On April 27, 2021, the Merger was completed. The transaction was accounted for as a reverse asset acquisition. Under this method of accounting, LBS was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) LBS’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) LBS designated a majority of the members of the initial board of directors ( five of eight total members) of the combined company, (iii) LBS’s senior management holds all key positions in the senior management of the combined company and (iv) the only employees remaining in the combined company are that of LBS employees (all Seneca employees were terminated on the date of Merger). As a result, as of the closing date of the Merger, the net assets of the Company were recorded at their acquisition-date relative fair values in the accompanying condensed consolidated financial statements of the Company and the reported operating results prior to the Merger are those of LBS. Pursuant to the terms of the Merger Agreement, each share of LBS common stock outstanding immediately prior to the closing of the Merger was converted into approximately 0.02719 shares of Company common stock, such that, immediately following the effective date of the Merger, preexisting LBS equity holders held approximately 74.9 % of the capital stock of Seneca outstanding immediately following the Merger, and the equity holders of Seneca immediately before the Merger held approximately 25.1 % of the Seneca capital stock outstanding immediately following the Merger. Holders of the Company’s common stock will be entitled to one vote for each share of common stock held of record for the election of directors and on all matters submitted to a vote of stockholders. In accordance with the Merger Agreement, Seneca shareholders who held shares immediately prior to the effective date of the Merger retain the right to receive a portion of payments received within 48 months of the Merger closing from the sale of certain legacy Seneca patents or assets that are sold within the 18 months following the Merger close. The contingent value right (“CVR”) payment amount is calculated as 80 % of the net proceeds received (i.e., gross proceeds minus selling expenses) with no CVR payment required in the event such amount is less than $ 300,000 during the CVR term. Based on the information available at the time of the Merger, any contingent consideration associated with the CVR payment was deemed to have a remote possibility. As such, no consideration was recorded on the Company’s financial statements. Reverse Stock Split and Exchange Ratio On April 27, 2021, in connection with, and prior to the completion of, the Merger, the Company effected a Reverse Stock Split of its then outstanding common stock. The par value and the authorized shares of the common stock were not adjusted as a result of the Reverse Stock Split. The final Exchange Ratio incorporated the effect of this Reverse Stock Split, and all issued and outstanding common stock have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. All issued and outstanding LBS common stock and underlying shares of common stock of, convertible preferred stock, options and warrants prior to the effective date of the Merger have been retroactively adjusted to reflect the Exchange Ratio for all periods presented. Merger The Merger was accounted for as a reverse asset acquisition pursuant to Topic 805, Clarifying the Definition of a Business , as substantially all of the fair value of the assets acquired were concentrated in a group of similar identifiable intangible assets, and the acquired assets did not have outputs or employees. As Seneca had not yet received regulatory approval for its product candidates, the fair value attributable to these assets was recorded as acquired in-process research and development (“IPR&D”) expense in the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2021 . The total purchase price paid in the Merger has been allocated to the net assets acquired and liabilities assumed based on their fair values as of the completion of the Merger. The following summarizes the purchase price paid in the Merger (in thousands, except share and per share amounts): Purchase Price Consideration: Number of shares of the combined company issued to Seneca's stockholders (i) 2,884,375 Multiplied by the fair value per share of Seneca's common stock (ii) $ 9.96 Total share value consideration 28,728 LBS transaction costs 4,670 Total purchase price $ 33,398 (i) Represents the actual post reverse stock split effected number of shares of Seneca common stock outstanding immediately prior to the merger. (ii) The purchase price was based on the closing price as reported on the Nasdaq Capital Market on April 27, 2021 (i.e., the Merger close date). The allocation of the purchase price is as follows (in thousands): Fair Value of Assets Cash and cash equivalents $ 3,279 Accounts receivables 24 Prepaid and other current assets 1,270 Accounts payable and accrued expenses ( 927 ) Accrued compensation ( 165 ) Warrant liabilities, at fair value ( 200 ) In-process research and development (IPR&D) (1) 30,117 Purchase price $ 33,398 (1) Represents the research and development projects of Seneca which were in-process, but not yet completed as of the date of the acquisition. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. |
Note 4 - Balance Sheet Details
Note 4 - Balance Sheet Details | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | 4. Balance Sheet Details Accrued liabilities consisted of the following (in thousands): September 30, December 31, Accrued accounts payable $ 346 $ 1,018 Accrued clinical trial costs 247 875 Accrued director stipends 102 759 Accrued other 27 88 $ 722 $ 2,740 Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, Prepaid insurances $ 1,696 $ 31 Other receivables 116 — Prepaid subscriptions and fees 97 35 Prepaid software licenses 36 0 Deposits 26 16 Deferred financing costs — 41 Prepaid other 17 1 $ 1,988 $ 124 |
Note 5 - Fair Value Measurement
Note 5 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 5. Fair Value Measurements The Company follows ASC 820-10 , Fair Value Measurements and Disclosures , which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is 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 determined based on assumptions that market participants would use in pricing an asset or liability. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In connection with the transactions contemplated by the Merger, on December 16, 2020, ( i) the Company entered into a securities purchase agreement with Altium Growth Fund, LP (the “Investor”) pursuant to which, among other things, the Company agreed to issue senior secured promissory notes in the aggregate principal amount of up to $ 5.0 million, in exchange for an aggregate purchase price of up to $ 3.75 million, representing an aggregate original issue discount of up to $ 1.25 million (the “Senior Secured Promissory Notes”) and warrants (“Senior Secured Promissory Note Warrants”) to purchase shares of the Company’s common stock. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: 1) Level 1: observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; 2) Level 2: inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and 3) Level 3: unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions, which reflect those that a market participant would use. The Company has issued warrants that are accounted for as liabilities. Certain of these warrants were valued using a Monte Carlo based valuation model. The Monte Carlo valuation technique was utilized because it embodies all the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) that are necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Because derivative financial instruments are initially and subsequently carried at fair values, the Company’s income will reflect the volatility in these estimate and assumption changes. Changes in fair value are recognized as a component of other income (expense) in the statement of operations. During 2020 , the Senior Secured Promissory Note Warrant liability fair value of $ 1.9 million was determined using a Monte Carlo simulation model that considered: (i) the starting stock price of $ 17.71 , (ii) certain key event dates such as expected capital financings, (iii) expected re-levered volatility of approximately 87 percent, (iv) risk-free interest rate of one -half percent, (v) contractual terms of approximately six years and (vi) a zero percent dividend rate. The second tranche of the Senior Secured Promissory Notes and the Senior Secured Promissory Note Warrants were issued on February 1, 2021 . The initial fair value of the second tranche of the Senior Secured Promissory Note Warrant liability of $ 1.8 million was determined using a Monte Carlo simulation model that considered: (i) the starting stock price of $ 17.71 , (ii) certain key event dates such as expected capital financings, (iii) expected re-levered volatility of approximately 88 percent, (iv) risk-free interest rate of approximately one -half percent, (v) contractual terms of approximately 5.8 years and (vi) a zero percent dividend rate. As of September 30, 2021 , the fair value of the Senior Secured Promissory Note Warrants in the amount of $ 1.1 million was determined using a Black-Scholes valuation model that used the following assu mptions: (i) a stock price of $ 2.65 , (ii) an exercise price per share of $ 3.88 , (iii) an estimated risk-free interest rate of approximately 0.98 percent, (iv) an estimated contractual term of 4.9 years, (v) volatility of 72.3 %, and (vi) a zero percent dividend rate. On May 20, 2021 , pursuant to the terms of the Securities Purchase Agreement, the Company issued to the Investor warrants to purchase 4,995,893 shares of Common Stock at a price of $ 4.70 per share (the “May 2021 Warrant”). The initial fair value of the May 2021 Warrants was $ 21.9 million and was determined using a Monte Carlo simulation model that considered: (i) the starting stock price of $ 10.15 , (ii) certain key event dates such as expected capital financings, (iii) expected re-levered volatility of approximately 91 percent, (iv) risk-free interest rate of approximately one percent, (v) contractual terms of approximately 5.6 years, and (vi) a zero percent dividend rate. On July 21, 2021, the Company and the Investor entered into an agreement to waive certain provisions of the previous Security Purchase Agreement (the "Waiver Agreement"). As part of the Waiver Agreement, the Investor agreed to waive the reset provisions of the Senior Secured Promissory Note Warrants and the May 2021 Warrants such that the number of shares and exercise price in effect immediately prior to the effective date of the Waiver Agreement shall no longer be subject to price-based resets. The waiver of the reset provision of the Senior Secured Promissory Note Warrants and the May 2021 Warrant is considered a modification to those warrants and as a result, the underlying warrants were re-valued using a Black-Scholes based valuation model, which resulted in a favorable change in the fair value of the underlying warrants of $ 3.9 million. As consideration for the Waiver Agreement, the Company issued the Investor additional warrants to purchase 1,100,000 shares of the Company's Common Stock at an exercise price of $ 3.631 per share (the "July 2021 Warrants") . The initial fair value of the July 2021 Warrants was $ 1.7 million and is included in loss on issuance of warrants at the condensed consolidated statements of operations. The initial fair value was determined using a Monte Carlo simulation model that c onsidered: (i) the starting stock price of $ 3.58 , (ii) certain key event dates such as expected capital financings, (iii) expected re-levered volatility of approximately 99.1 percent, (iv) risk-free interest rate of approximately 0.82 percent, (v) contractual terms of approximately 5.5 years, and (vi) a zero percent dividend rate. As of September 30, 2021 , the fair value of the May 2021 Warrants in the amount of $ 7.1 million was determined using a Black-Scholes valuation model that used the follow assumptions: ( i) a stock price of $ 2.65 , (ii) an exercise price per share of $ 3.88 , (iii) an estimated risk-free interest rate of approximately 0.98 percent, (iv) an estimated contractual term of 4.9 years, (v) volatility of 72.3 %, and (vi) a zero percent dividend rate. As of September 30, 2021 , the fair value of the July 2021 Warrants in the amount of $ 1.2 million was determined using a Monte Carlo simulation model that considered: (i) a starting stock price of $ 2.74 , (ii) certain key event dates such as expected capital financings, (iii) expected re-levered volatility of approximately 95.2 percent; (iv) risk-free rate of approximately 1.03 percent, (v) contractual terms of approximately 5.3 years and (vi) a zero percent dividend rate. There were no liability classified warrants during the nine months ended September 30, 2020. The following table summarizes the activity of the Company’s Level 3 warrant liabilities during the nine months ended September 30, 2021 (in thousands): Three Months Ended Nine Months Ended Warrant Liabilities 2021 2021 Fair value at beginning of period $ 20,526 $ 1,830 Initial fair value at the original issuance date 1,672 25,417 Equity classified warrant put feature activated — 51 Change in fair value during the period ( 12,764 ) ( 17,939 ) Seneca liability classified warrants assumed — 200 Expiration of equity classified warrant put feature — ( 26 ) Settlement of derivative liabilities — ( 99 ) Fair value at end of period $ 9,434 $ 9,434 At December 31, 2020, Seneca had certain common stock purchase warrants that were originally issued in connection with the May 2016 and August 2017 offerings that are accounted for as liabilities whose fair value was determined using Level 3 inputs. The May 2016 warrants expired in the second quarter of 2021, with only the August 2017 warrants recorded as a liability as of September 30, 2021 . As a result of the Merger, the put right was activated on the August 2017 offering warrants and these warrants were valued at their put right value using a Black-Scholes option pricing model. The Company settled the put feature for 7,813 of these warrants during the quarter ended June 30, 2021. The put right became inactive in July 2021 and the remaining warrants were valued using a Black-Scholes option pricing model. Additionally, as a result of the Merger, a put feature was activated on certain equity classified warrants associated with the October 2018 offering that temporarily required liability classification. These warrants were valued at their put right value using a Black-Scholes option pricing model. The Company settled the put feature for 12,500 of these warrants during the second quarter ended June 30, 2021. Upon expiration of the put right in May 2021, the remaining warrants were reclassified back to equity. The gains resulting from the changes in the fair value of the liability classified warrants are classified as a gain on change in fair value of warrant liability in the accompanying condensed consolidated statements of operations. |
Note 6 - Debt
Note 6 - Debt | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. Debt Debt consisted of the following as of September 30, 2021 and December 31, 2020 ( in thousands): September 30, December 31, Financing agreements $ 346 $ 22 Unsecured promissory notes 43 231 Related party note 184 510 Senior Secured debt — 1,677 Paycheck Protection Program Loan — 279 Total debt 573 2,719 Less: Unamortized debt discounts ( 5 ) ( 1,578 ) Total debt, net 568 1,141 Less: current portion of debt ( 568 ) ( 1,047 ) Non-current portion of debt $ — $ 94 Financing Agreements In June and October 2020 , the Company entered into agreements to finance certain insurance policies (“Financing Agreements”). These Financing Agreements have a stated interest rate of 8.35 %, are payable over ten months and are secured by the Company’s insurance policies. In April and May 2021, the Company entered into additional agreements to finance additional insurance policies (“Additional Financing Agreements”). The Additional Financing Agreements have a stated interest of 3.6 % and 8.35 %, respectively, and are payable over a nine - and ten-month period, respectively. The agreements are secured by the associated insurance policies. As of September 30, 2021 and December 31, 2020, the aggregate remaining balance due under the Financing Agreements was $ 346,000 and $ 22,000 , respectively. Unsecured Promissory Notes December 2019 Note On December 18, 2019 , the Company issued an unsecured promissory note for a principal sum of $ 100,000 to a consultant as payment for consulting services performed in 2019 (the “December 2019 Note”). The December 2019 Note had a maturity date in December 2020. The outstanding principal under the December 2019 note accrued interest at the annual rate of five percent simple interest. All principal plus accrued interest on the note was due and payable the earlier of the date which the Company closes on five million or more in revenue or gross financing proceeds or the maturity date. The maturity of the December 2019 Note was extended to March 19, 2021 and again to June 19, 2021. As of December 31, 2020, the outstanding balance of this note, including accrued interest was $ 105,000 . The entire amount of principal and accrued interest on the December 2019 Note was repaid in June 2021. July 2020 Note On July 9, 2020, the Company issued an unsecured promissory note for a principal sum of $ 125,000 with an original issue discount of 20 percent (the “July 2020 Note”). There were no issuance costs related to this transaction. Interest accrues on the unpaid principal amount at a rate equal to ten percent per annum, compounded annually. Principal and any accrued but unpaid interest under this note was due and payable upon demand of the holder at any time following the earlier to occur of (a) the date on which the Company received at least $ 1,250,000 in gross proceeds from the issuance of equity securities or securities convertible into or exercisable for equity securities or (b) the 120 th day following the issuance date of the note. On November 6, 2020, the Company and the lender mutually agreed to extend the maturity date of the July 2020 Note for an additional 120 days , or through March 6, 2021. No other terms of the original agreement were amended. The Company paid all outstanding accrued interest, which approximated $ 4,000 , in conjunction with the amendment and interest will continue to accrue at the original stated interest rate. On March 6, 2021, the maturity date was further extended to June 6, 2021. On May 25, 2021, the Company and the noteholder amended the note to (i) extend the maturity date of the note to November 15, 2021 and (ii) provide for six month ly payments of $ 21,445 starting June 15, 2021 in full amortization of the Note (the “July 2020 Note Amendment”). See Note 8 for details of the warrants issued with the July 2020 Note and the warrants issued with the July 2020 Note Amendment. The Company accounted for the amendment as a modification. As of September 30, 2021 and December 31, 2020 , the outstanding balance of the July 2020 Note, including accrued interest, was $ 43,000 and $ 126,000 , respectively. October 2020 Note On October 16, 2020, the Company issued an unsecured promissory note for a principal sum of $ 500,000 with an original issue discount of ten percent. Interest accrued on the unpaid principal amount at a rate equal to ten percent per annum, compounded annually. The note was due and payable 180 days from the issuance date, or April 14, 2021. On May 25, 2021, the Company and the noteholder amended the note to (i) extend the maturity date of the note to November 15, 2021 and (ii) provide for six month ly payments of $ 90,901 starting June 15, 2021 in full amortization of the Note (the “October 2020 Note Amendment”). See Note 8 for details of the warrants issued with the October 2020 Note and the warrants issued with the October 2020 Note Amendment. The Company accounted for the amendment as a modification. This noteholder was considered a related party due to its equity investment in the Company (see Note 12). As of September 30, 2021 and December 31, 2020 , the outstanding balance of the October 2020 Note, including accrued interest, was $ 184,000 and $ 510,000 respectiv ely. Senior Secured Promissory Notes In connection with the transactions contemplated by the Merger, (i) the Company entered into a securities purchase agreement with the Investor pursuant to which, among other things, the Company agreed to issue the Senior Secured Promissory Notes and the Senior Secured Promissory Note Warrants, and (ii) Seneca and LBS entered into a separate securities purchase agreement with the Investor pursuant to which, among other things, the Investor agreed to invest $ 20.0 million in cash and cancel any outstanding principal and interest on the Senior Secured Promissory Notes immediately prior to the closing of the Merger in exchange for shares of Series 1 Preferred Stock of LBS to be issued immediately prior to the closing of the Merger and warrants to purchase shares of Palisade’s common stock to be issued after the closing of the Merger, in private placement transactions. The Senior Secured Promissory Notes had a first closing on December 17, 2020 and a second closing on February 1, 2021. Each of the closings resulted in the issuance of $ 1.7 million in aggregate principal of Senior Secured Promissory Notes and Senior Secured Promissory Note Warrants to acquire 94,096 shares of common stock, with an exercise price of $ 17.71 per share. The third closing was at a date to be determined by the Company between March 16, 2021 and the closing of the Merger. The Company did not elect to draw down the third tranche. At issuance, the fair value of the first tranche of the Senior Secured Promissory Note Warrants exceeded the debt proceeds, resulting in a $ 0.8 million loss on issuance of debt. At issuance, the fair value of the second tranche of the Senior Secured Promissory Note Warrants exceeded the debt proceeds, resulting in a $ 0.7 million loss on issuance of debt. The debt was recognized at a zero-dollar carrying value and was being accreted to the principal amount of the debt, on a straight-line basis, through a charge to interest expense in the statement of operations. The Senior Secured Promissory Notes accrue interest at a rate of 15 percent based upon a 360-day year and was payable in arrears. In connection with the Merger, the outstanding principal and interest on the Senior Secured Promissory Notes was cancelled for shares of Series 1 Preferred Stock of the Company. Paycheck Protection Program (“PPP”) In April 2020, the Company applied for and received $ 279,000 from the PPP (the “PPP Loan”) as government aid for payroll, rent and utilities. There were no issuance costs related to this transaction. The PPP Loan accrued simple interest at a rate of one percent per annum and has an original maturity date of April 2022. Payments of principal and interest were deferred for the ten-month period following the loan forgiveness period, which is defined as the 8-week or 24-week period following the loan origination date, at which time the loan balance was payable in monthly installments unless the Company applied for, and received, forgiveness in accordance with the CARES Act and the terms of the loan executed by the Company and its lender. The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The certification made by the Company did not contain any objective criteria and is subject to interpretation. Based in part on the Company’s assessment of other sources of liquidity, the uncertainty associated with future revenues created by the COVID-19 pandemic and related governmental responses, and the going concern uncertainty reflected in the Company’s financial statements, the Company believed in good faith that it met the eligibility requirements for the PPP Loan. If, despite the good-faith belief that given the Company’s circumstances all eligibility requirements for the PPP Loan were satisfied, it is later determined that the Company had violated any applicable laws or regulations or it is otherwise determined the Company was ineligible to receive the PPP Loan, it may be required to repay the PPP Loan in its entirety and/or be subject to additional penalties and potential liabilities. On June 5, 2020, the Paycheck Protection Program Flexibility Act (the “PPP Flexibility Act”) was signed into law, extending the PPP Loan forgiveness period from 8 weeks to 24 weeks after loan origination, reducing the required amount of payroll expenditures from 75 percent to 60 percent, removing the prior ban on borrowers taking advantage of payroll tax deferral after loan forgiveness and allowing for the amendment of the maturity date on existing loans from two years to five years. In January 2021 , the Company received notification the PPP Loan was forgiven and recognized a gain a $ 279,000 , in other income in the condensed consolidated statements of operations. The following table summarizes future minimum debt payments as of September 30, 2021 (in thousands): Years ending December 31, 2021 (remaining) $ 227 2022 346 2023 — 2024 — 2025 and thereafter — Total debt maturities 573 Less: debt discounts ( 5 ) Less: unamortized interest — Total future minimum payments 568 Less: current portion of debt ( 568 ) Non-current portion of debt $ — |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Stockholders’ Equity (Deficit) Classes of Stock As of September 30, 2021 , the Company was authorized to issue 300,000,000 shares of $ 0.01 par value Common Stock and 7,000,000 shares of $ 0.01 par value Series A Convertible Preferred Stock. As of December 31, 2020 , LBS was authorized to issue 6,797,500 shares of $ 0.01 par value Common Stock and 33,594,625 shares of $ 0.001 par value convertible preferred stock (the “Convertible Preferred Stock”). Of the authorized number of shares of Convertible Preferred Stock, 33,594,625 shares were designated to Series C Preferred Stock (“Series C”). Series A Convertible Preferred Stock As of September 30, 2021 , the Company's Series A 4.5 % Convertible Preferred Stock is convertible into 6,479 shares of common stock. Series C Convertible Preferred Stock On March 8, 2019, LBS entered into an agreement with a lead investor for the purchase and sale, of up to an aggregate of $ 30 million of Series C. The actual committed Series C investment resulted in two closings for total proceeds of $ 10.0 million. Issuance costs associated with financing were $ 215,000 which resulted in net proceeds of approximately $ 9.8 million. On March 8, 2019, LBS completed the initial closing, which was comprised of 8,398,656 shares of Series C at an offering price of $ 0.893 per share. Contemporaneous with the initial closing, the lead investor agreed to purchase 2,799,552 additional shares of Series C at an offering price of $ 0.893 at a future date (“Additional Tranche Right”). The lead investor exercised its right on August 15, 2019. LBS issued 40,785 warrants to purchase common stock at an exercise price of $ 41.19 per share in connection with the first closing and issued 13,595 warrants to purchase common stock at exercise price of $ 41.19 per share in connection with the second closing. The warrants were classified as equity and were measured using a Black-Scholes valuation model. At inception, the Additional Tranche Right met the criteria for liability classification under ASC 480 . LBS valued the Additional Tranche Right at $ 79,000 and recorded this right as a liability on the condensed balance sheets. The Additional Tranche Right was extinguished in August 2019 when the right was exercised by the lead Investor. The liability’s fair value mark-to-market immediately prior to the exercise was immaterial. In addition to the Series C issued to the lead investor, LBS issued 475,923 shares of Series C to other investors for net proceeds of $ 425,000 during 2019 . LBS issued 951 warrants to purchase common stock at an exercise price of $ 41.19 per share to these other investors. The warrants were classified as equity and were measured using a Black-Scholes valuation model. In connection with the Merger, the Series C Convertible Preferred Stock converted to Common Stock. LBS Series 1 Preferred Stock In connection with signing the Merger Agreement, LBS, Seneca and the Investor entered into a Securities Purchase Agreement (the “Equity SPA”), pursuant to which, among other things, the Investor agreed to invest up to $ 20.0 million in cash to fund the combined company following the Merger. In return, LBS issued LBS Series 1 Preferred Stock to the Investor equal to the Purchase Price divided by the per share purchase price of $ 17.71 . The LBS Series 1 Preferred Stock converted to common stock upon the closing of the Merger. The Company recorded $ 19.9 million in proceeds associated with this financing. In addition, the Company issued to the Investor warrants to purchase common stock in the combined company (see Note 8). The fair value of these warrants exceeded the equity proceeds, resulting in a $ 1.9 million loss on the issuance of the LBS Series 1 Preferred Stock. The Company incurred offering costs of $ 1.6 million which were allocated to the warrants and included in loss on issuance of warrants at the condensed combined statements of operations. Common Stock Each share of Common Stock shall entitle the holder thereof to one ( 1 ) vote on each matter submitted to a vote at a meeting of stockholders. Yuma Private Equity On August 19, 2021, the Company entered into a Private Securities Purchase Agreement with Yuma Regional Medical Center (“Yuma”) pursuant to which Yuma purchased 1,509,896 shares of the Company’s common stock, par value $ 0.01 per share at a purchase price of $ 3.45 per share. The Company recorded $ 5.2 million in proceeds associated with the financing. In addition, the Company issued warrants to purchase common stock (see Note 8). |
Note 8 - Common Stock Warrants
Note 8 - Common Stock Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Common Stock Warrants [Text Block] | 8. Common Stock Warrants From time to time, the Company issues warrants to its investors, creditors and various other individuals. The Company’s outstanding common stock warrants that are classified as equity warrants are included as a component of stockholder’s equity at the date of grant at the relative fair value at that grant date. Common stock warrants accounted for as liabilities in accordance with ASC 815 are included in non-current liabilities. The warrants have an exercise price ranging from $ 3.45 to $4,69 5.60 per share and generally expire between five and ten years after the date of issuance. The Company had common stock warrants issuable and outstanding of 8,491,007 and 195,712 , at September 30, 2021 and December 31, 2020 , respectively. Amendment of Promissory Notes and Issuance of New Warrants In 2020 , LBS issued and sold to certain holders (i) unsecured promissory notes in the aggregate principal amount of $ 0.6 million with an interest rate of 10 % per annum and (ii) warrants to purchase an aggregate of 70,000 shares of common stock of LBS at an exercise price of $ 0.73 per share (the “Old Warrants”) (see Note 5) . In connection with the Merger, the Old Warrants automatically converted into warrants to purchase an aggregate of 1,904 shares of Common Stock at a purchase price of $ 26.84 per share. On May 25, 2021, the Company, LBS and the noteholders amended the notes to extend the maturity date of the notes to November 15, 2021 (the “Notes Amendment”). In connection with the Notes Amendment, the Old Warrants were canceled, and the Company issued warrants to the noteholders to purchase an aggregate of 8,000 shares of Common Stock at a purchase price of $ 6.00 per share (the “New Warrants”). The incremental value of the New Warrants of $ 16,000 was recorded as a discount on the debt and is accreted to interest expense over the remaining term of the debt. The New Warrants were equity classified. Issuance of Stock and Warrant to Ecoban Securities, LLC (“Ecoban”) In connection with the closing of the Merger and the Pre-Merger Financing, on May 25, 2021 , the Company issued to Ecoban (i) a warrant to purchase 18,353 shares of the Palisade’s Common Stock at a price of $ 17.72 per share (the “Ecoban Warrant”) and (ii) 118,833 shares of Common Stock (the “Ecoban Shares”), as payment for a success fee for closing the Merger and Pre-Merger Financing, respectively. The Ecoban Warrant was equity classified. Senior Secured Promissory Note Warrants In connection with the issuance of the Senior Secured Promissory Notes, the Company issued the Investors Senior Secured Promissory Note Warrants and identified an investor put right to offset future equity purchases in exchange for settlement of the Senior Secured Promissory Notes. The Senior Secured Promissory Note Warrants had an exercise price of $ 17.71 per share and expire five years from the date of registration or April 27, 2026. The Senior Secured Promissory Note Warrants did not meet the criteria for equity classification because of multiple features, including a potential adjustment to the exercise price and the potential for cash settlement of the warrants; therefore, the warrants are accounted for as liabilities in accordance with ASC 815. At each issuance date, the Company recognized the Senior Secured Promissory Note Warrants at fair value. The Company valued the Senior Secured Promissory Note Warrants upon the date of issuance using a Monte-Carlo valuation model with a resulting fair value of $ 1.8 million and $ 1.9 million at February 1, 2021 and December 31, 2020, respectively. As the fair value of the Senior Secured Promissory Note Warrants exceeded the proceeds from the Senior Secured Promissory Notes, a loss of $ 0.7 million and $ 0.8 million was recognized at issuance on February 1, 2021 and December 17, 2020 , respectively. (See Note 6 for further discussion). The Senior Secured Promissory Note Warrants will be revalued at fair value each reporting period in accordance with ASC 815. As of September 30, 2021 , the Senior Secured Promissory Note Warrants were exercisable for 858,892 shares of the Company’s Common Stock at an exercise price of $ 3.88 . May 2021 Warrant The May 2021 Warrants are immediately exercisable and will have a term of five years from the date all of the shares underlying the May 2021 Warrant have been registered for resale. The May 2021 Warrants were exercisable for 5,303,568 shares of the Company’s Common Stock at an exercise price of $ 3.88 based on the most recent price-based reset. On November 8, 2021, the Investor converted 644,138 warrants into shares of the Company's common stock in a cash-less exercise. The May 2021 Warrants did not meet the criteria for equity classification and will therefore be accounted for in accordance with ASC 815. The Company valued the May 2021 Warrants using a Monte-Carlo valuation model with a resulting fair value of $ 21.9 million. As the fair value of the May 2021 Warrants exceeded the proceeds from the Pre-Merger Financing, a loss of $ 1.9 million was recognized at issuance on April 27, 2021. The Senior Secured Promissory Note Warrants, and the May 2021 Warrants will be revalued at fair value each reporting period in accordance with ASC 815. July 2021 Warrant The July 2021 Warrants are exercisable beginning six months following registration and for five years thereafter. The July 2021 Warrants are accounted for as liabilities in accordance with ASC 815 and are included in non-current liabilities at the condensed consolidated balance sheets (see Note 5 for further details on the July 2021 Warrants). The Waiver Agreement resulted in a change in fair value of the original warrants that the Company has recognized in earnings as of the date of the Waiver Agreement together with any associated transaction costs. August 2021 Warrant 377,474 shares of Common Stock at a price of $ 3.45 per share, subject to certain adjustments (the "August 2021 Warrants"). The August 2021 Warrants are immediately exercisable and will have a term of five years from the date all of the shares underlying the August 2021 Warrants have been registered for resale. The following table summarizes warrant activity for the nine months ended September 30, 2021: Number of Weighted Weighted Warrants outstanding, December 31, 2020 195,712 21.20 6.60 Granted 7,572,191 4.03 Seneca warrants 749,792 Exercised — Settled ( 20,313 ) Forfeited, expired or cancelled ( 6,375 ) Warrants outstanding, September 30, 2021 8,491,007 5.64 4.73 |
Note 9 - Equity Incentive Plans
Note 9 - Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | 9. Equity Incentive Plans In 2013, LBS adopted the 2013 Employee, Director, and Consultant Equity Incentive Plan (the “2013 Plan”). Upon the closing of the Merger, each outstanding, unexercised and unexpired LBS option under the 2013 Plan, whether vested or unvested, was assumed by the Company and converted into Palisade options and became exercisable by the holder of such option in accordance with its terms, with (i) the number of shares of common stock subject to each option multiplied by the Exchange Ratio and (ii) the per share exercise price upon the exercise of each option divided by the Exchange Ratio. In connection with the closing of the Merger, no further awards will be made under the 2013 Plan. Seneca’s 2019 Equity Incentive Plan (the “2019 Plan”) was approved by Seneca’s stockholders on June 12, 2019. In April 2021, in connection with the Merger, all outstanding options under the 2019 Plan were cancelled and all outstanding restricted stock units were vested. The vested shares were settled for shares of commons stock of the Company in the third quarter of 2021 (see below). In connection with the closing of the Merger, no further awards will be made under the 2019 Plan. In April 2021, in connection with the closing of the Merger, the Company’s stockholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The maximum number of shares of the Company’s Common Stock available for issuance under the 2021 Plan will not exceed 1,502,583 shares. In addition, such aggregate number of shares of Common Stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to 1 % of the total number of shares of Common Stock outstanding on December 31st of the preceding year; provided, however, that the board of directors may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. As of September 30, 2021 , no options have been issued under this plan. The following table summarizes stock option activity and related information under the 2013 Plan and the 2021 Plan for the nine months ended September 30, 2021 : Number of Weighted Weighted Aggregate Outstanding at December 31, 2020 826,769 $ 32.72 6.49 $ 1,541 Granted 59,818 17.72 Exercised — Forfeited, expired or cancelled ( 87,025 ) Outstanding at September 30, 2021 799,562 33.12 6.39 — Vested and expected to vest at September 30, 2021 799,562 33.12 6.39 — Exercisable at September 30, 2021 769,332 $ 33.20 6.33 $ — The weighted-average grant date fair value of options granted during the nine months ended September 30, 2021 was $ 5.55 per share. As of September 30, 2021 , the unrecognized compensation cost related to outstanding options was $ 0.5 million which was expected to be recognized over a weighted-average period of approximately 1.1 years . The allocation of stock-based compensation for all stock awards is as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development expense $ 26 $ 125 $ 349 $ 415 General and administrative 77 539 859 1,129 Total $ 103 $ 664 $ 1,208 $ 1,544 The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows: September 30, 2021 2020 Expected term (years) 5.0 8.18 Risk-free interest rate 0.88 % 0.98 % Expected dividend yield — — Volatility 76.05 % 80.0 % Risk-free interest rate. The Company bases the risk-free interest rate assumption on observed interest rates appropriate for the expected term of the stock option grants. Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility. Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption is based on historical volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. Expected term. The expected term represents the period of time that options are expected to be outstanding. As the Company does not have sufficient historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. RSU ’ s The Company has granted restricted stock units (RSU’s) to certain employees and board members that entitle the holders to receive shares of common stock upon vesting and subject to certain restrictions regarding the exercise of the RSU’s. The grant date fair value of RSU’s is based upon the market price of the underlying common stock on the date of grant. There were 4,000 RSU’s granted under the 2019 Plan in the nine months ended September 30, 2021 with a weighted average grant date fair value of $ 10.14 per share. In connection with the closing of the Merger, these RSU’s became fully vested, and the Company recognized RSU vesting of $ 41,000 during the nine months ended September 30, 2021 . During the quarter ended September 30, 2021 , 8,817 RSUs under the 2019 Plan were converted to Common Stock. After giving effect to this issuance, there were no outstanding RSUs as of September 30, 2021 . Officer Settlement Agreements The Company’s former Chief Development Officer was terminated in February 2021. As part of the separation package, the Company’s board of directors agreed to (i) accelerate vesting by four months for the former employee’s outstanding options and (ii) allow up to seven years from the termination date for the former employee to exercise all vested options. The Company concluded the actions taken by the Company resulted in modification accounting for the stock options. The Company determined the incremental fair value of the modified stock options was $ 225,000 , which was expensed to research and development expenses in the condensed consolidated statements of operations during the nine months ended September 30, 2021 . |
Note 10 - License Agreements
Note 10 - License Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
License Agreements [Text Block] | 10. License Agreements License Agreements with the Regents of the University of California The Company has entered into two license agreements, as amended, with the Regents of the University of California (“Regents”) for exclusive commercial rights to certain patents, technology and know-how. The technology is related to the Company’s products under development. The Regents are entitled to certain development and sales milestones. In conjunction with the Co-Development and Distribution Agreement with Newsoara, the Company is obligated to pay the Regents royalties for its portion of the sublicense income equal to 30 percent of one-third of the upfront payment and milestone payment received. As of September 30, 2021 and December 31, 2020 royalty payable of approximately $ 92,000 and $ 125,000 , respectively, was included in accounts payable. |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 11. Commitments and Contingencies Facility Leases The Company leases office space for its corporate headquarters under a non-cancelable facility operating lease for 4,911 square feet located in Carlsbad, California. In July 2019, the Company entered into a facility operating lease (the “July 2019 Headquarter Lease”) at this location. The initial contractual term is three years commencing on August 1, 2019 and expiring on July 31, 2022. The Company has the option to renew this lease for an additional 36-month period at the prevailing market rent upon completion of the initial lease term. The Company has determined it is not reasonably certain that it will exercise this renewal option. Therefore, the lease term is determined to be a total of three years commencing on August 1, 2019 and expiring on July 31, 2022. Commencing in August 2019, the Company will pay contractual monthly lease payments of $ 16,000 for the first 12 months. The contractual monthly lease payments are subject to three -percent escalations at the first and second lease commencement anniversary. The July 2019 Headquarter Lease is also subject to additional variable charges for common area maintenance, insurance, taxes and other operating costs. This additional variable rent expense is not estimable at lease inception. Therefore, it is excluded from the Company’s straight-line expense calculation at lease inception and is expensed as incurred. All fixed and variable lease payment amounts were recorded within general and administrative expenses on the statement of operations. The right-of-use asset as defined by ASC 840 (“ROU Asset”) was $ 153,000 and $ 275,000 at September 30, 2021 and December 31, 2020 , respectively. The lease liability was $ 158,000 and $ 280,000 at September 30, 2021 and December 31, 2020 , respectively. Office lease deferral of payments concession On April 29, 2020, the Company entered into a rent deferral agreement with its landlord pursuant to the financial impacts of the COVID-19 pandemic on the Company. Under the terms of the arrangement, the Company would begin repaying any deferred balance in equal installments prorated over six months beginning October 2020 . As of September 30, 2021 , and December 31, 2020 deferred balances under this arrangement totaled $ 0 and $ 87,000 , respectively, and are included in accounts payable on the Company’s condensed consolidated balance sheets. Accrued Employee Compensation As of December 31, 2020 , certain Company executives and employees voluntarily agreed to forgo a portion of their salary benefits and bonuses. As of December 31, 2020 , $ 1.1 million was accrued related to these forgone salary benefits and bonuses which were paid upon the closing of the Merger. Legal Proceedings From time to time, the Company may be involved in various lawsuits, legal proceedings, or claims that arise in the ordinary course of business. Management believes there are no claims or actions pending against the Company through September 30, 2021 , which will have, individually or in the aggregate, a material adverse effect on its business, liquidity, financial position or results of operations. Litigation, however, is subject to inherent uncertainties, and an adverse result in such matters may arise from time to time that may harm the Company’s business. Indemnification In accordance with the Company’s amended and restated memorandum and articles of association, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving in such capacity. There have been no claims to date, and the Company has a directors and officers liability insurance policy that may enable it to recover a portion of any amounts paid for future claims. |
Note 12 - Related Party Transac
Note 12 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 12. Related Party Transactions Unsecured Related Party Notes Yuma is an equity investor in the Company and is considered a related party. As discussed in Note 6, on October 16, 2020, the Company entered into an unsecured promissory note of $ 500,000 with Yuma. This unsecured promissory note was amended in May 2021. Director stipends Unpaid cash stipends owed to our directors for their annual board service are recorded on the Company’s condensed consolidated balance sheets within accrued liabilities. These liabilities were $ 102,000 and $ 759,000 as of September 30, 2021 , and December 31, 2020 , respectively. |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 13. Subsequent Events On December 16, 2020, the Company licensed certain patents and technologies, including a sublicense, of its NSI- 189 assets (“189 License”), along with a purchase option through December 16, 2023. On October 18, 2021, the Company agreed to amend the 189 License to allow the licensee to currently exercise its purchase option thereunder. As part of the transaction, the Company agreed to credit the Purchaser for the initial $ 0.1 million previously paid in connection with the 189 License, resulting in gross proceeds to the Company of $ 0.4 million. The ATA also provides for up to $ 4.5 million upon the occurrence of one or more of the following events: (i) the first dosing of the first patient in a Phase III Clinical Trial (FPFD”) from a product derived from the Purchased Assets, in which case the Purchaser will pay the Company a one-time non-refundable milestone payment of $ 1.5 million; (ii) the first market approval of a product derived from the Purchased Assets, in the United States or Europe, in which case the Purchaser will pay the Company a one-time, non-refundable milestone payment of $ 3.0 million dollars; or (iii) the licensing or sale of the Purchased Assets prior to FPFD, in which case Company is entitled to 20 % of any consideration received by the Purchaser. On April 27, 2021, the Company entered into a Contingent Value Rights Agreement (“CVR Agreement”) related to the monetization of the Company’s legacy assets that were previously being developed. Pursuant to the terms of the CVR Agreement, no distribution is required to be made to the holders of the Contingent Value Right (“CVR”) if such distribution would be less than $ 0.5 million. Accordingly, the gross proceeds from the sale of the Purchased Assets, less any applicable transaction costs and expenses, are being deposited into the CVR escrow to be used to pay costs and expenses associated with the monetization of the Company’s other legacy asset, NSI-566, which such costs and expenses may include but not be limited to: financial advisory and consulting fees, legal fees, and any other fees associated with the monetization. There can be no assurance that NSI-566 w ill ever be successfully monetized or that CVR holders will receive any distributions from the sale or licensing of the legacy assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Consolidation In management’s opinion, the accompanying interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company's financial position, results of operations and cash flows. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these condensed consolidated financial statements are read in conjunction with the financial statements and notes included in the Company’s financial statements filed on the Form 8-K/A for the year ended December 31, 2020, which was filed with the SEC on July 13, 2021. The accompanying condensed consolidated financial statements prior to the closing of the Merger are representative of LBS’s operations. The condensed consolidated financial statements subsequent to the closing of the Merger include the accounts of the Company and its wholly owned subsidiaries, Leading Biosciences, Inc. and Suzhou Neuralstem Biopharmaceutical Co., Ltd. All the entities are consolidated in our condensed consolidated financial statements and all intercompany activity and transactions, if any, has been eliminated. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s financial statements and notes. The most significant estimates in the Company’s financial statements relate to clinical trial accruals and valuation of derivative liabilities and stock-based compensation. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions. |
Segment Reporting, Policy [Policy Text Block] | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment which consists of research and development activities. |
Cash and Cash Equivalents, Unrestricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents represent cash available in readily available checking and money market accounts. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash As of September 30, 2021 and December 31, 2020, the Company held restricted cash of $ 26,000 , in a separa te restricted bank account as collateral for the Company’s corporate credit card program. The Company has classified these deposits as long-term restricted cash on its condensed consolidated balance sheets . |
Deferred Charges, Policy [Policy Text Block] | Deferred Transaction Costs Deferred Transaction Costs consists of the direct and incremental costs incurred by the Company related to the acquisition of assets under the Merger Agreement. These costs represent legal, accounting and other direct costs related to the acquisition of assets under the Merger Agreement. As of September 30, 2021, and December 31, 2020, deferred transaction costs were approximately $ 0 and $ 1.8 million, respectively (see Note 3 for additional disclosure). |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions and in money market accounts, and at times balances may exceed federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held nor has the Company experienced any losses in these accounts. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment, Net Property and equipment, which consist of computers, are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets (approximately three years). Repair and maintenance costs that do not improve service potential or extend economic life are expensed as incurred. |
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | Convertible Preferred Stock The Company’s Series C convertible preferred stock has been classified as temporary equity instead of permanent equity within the balance sheet, in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities as the stock is conditionally redeemable upon certain change in control events outside of the Company’s control, including the liquidation, sale or transfer of control of the Company. Upon such change in control events the holders of the convertible preferred stock can cause its redemption. The Company did not adjust the carrying values of the convertible preferred stock to its redemption value as of December 31, 2020 since a liquidation event was not probable. In connection with the Merger, the Series C Convertible Preferred Stock converted to Common Stock. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash equivalents, accounts receivable, restricted cash, accounts payable, accrued liabilities, debt and derivative liabilities. The carrying amounts of financial instruments such as cash equivalents, accounts receivable, restricted cash, accounts payable, and accrued liabilities approximate their related fair values due to the short-term nature of these instruments. The carrying value of the Company’s current and non-current debt approximates its fair value due to the market rate of interest. The Company’s derivative financial instruments are carried at fair value based on unobservable market inputs. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using the Black-Scholes option-pricing model or other acceptable valuation models, including Monte-Carlo simulations. Derivative instruments are valued at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is re-assessed at the end of each reporting period. The Company reviews the terms of debt instruments, equity instruments and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants, including options or warrants to non-employees in exchange for consulting or other services performed. The Company accounts for its common stock warrants and tranche liability in accordance with Accounting Standards Codification (“ASC”) Topic 815 , Derivatives and Hedging (“ASC 815 ” ). Based upon the provisions of ASC 815 , the Company accounts for common stock warrants as liabilities if the warrant requires net cash settlement or gives the holder the option of net cash settlement or it fails the equity classification criteria. The Company accounts for common stock warrants as equity if the contract requires physical settlement or net physical settlement or if the Company has the option of physical settlement or net physical settlement and the warrants meet the requirements to be classified as equity. Common stock warrants classified as liabilities are initially recorded at fair value and remeasured at fair value each balance sheet date with the offset adjustments recorded in change in fair value of warrant liability within the condensed consolidated statements of operations. Common stock warrants classified as equity are initially measured at fair value on the grant date and are not subsequently remeasured. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development expenses consist primarily of salaries and other personnel related expenses including stock-based compensation costs, preclinical costs, clinical trial costs, costs related to acquiring and manufacturing clinical trial materials and contract services. All research and development costs are expensed as incurred. |
Clinical Trial Expenses, Policy [Policy Text Block] | Clinical Trial Expenses Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to the Company’s contract arrangements. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to the Company’s service providers will temporarily exceed the level of services provided and result in a prepayment of the clinical expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients, site initiation and the completion of clinical milestones. The Company makes estimates of its accrued expenses as of each balance sheet date in its financial statements based on facts and circumstances known at that time. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from its estimate, the Company adjusts the accrual or prepaid expense balance accordingly. Historically, the Company’s estimated accrued liabilities have materially approximated actual expense incurred. Clinical trial expenses are included in research and development expense. |
Patent Costs, Policy [Policy Text Block] | Patent Costs Costs related to filing and pursuing patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses. |
Debt Issuance Costs, Policy [Policy Text Block] | Debt Issuance Costs Debt issuance costs incurred to obtain debt financing are deferred and are amortized over the term of the debt using the effective interest method. Debt issuance costs are recorded as a reduction to the carrying value of the debt and are amortized to interest expense in the condensed consolidated statements of operations. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company follows the ASC 740 , Income Taxes , or ASC Topic 740 (“ASC 740 ” ), in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some of or all the deferred tax assets will not be realized. The Company accounts for uncertain tax positions pursuant to ASC 740 , which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of employee and non-employee stock option grants recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. The Company recognizes forfeitures as they occur as a reduction of expense. The Company estimates the fair value of employee and non-employee stock option grants using the Black-Scholes option pricing model. |
Earnings Per Share, Policy [Policy Text Block] | Net Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. The Company’s Series C convertible preferred stock (the "Convertible Preferred Stock"), the Senior Secured Promissory Note Warrants, the May 2021 Warrants and the July 2021 Warrants (as defined at Note 5) contain non-forfeitable rights to dividends with the common stockholders, and therefore are considered to be participating securities. The Convertible Preferred Stock and the warrants do not have a contractual obligation to fund the losses of the Company; therefore, the application of the two-class method is not required when the Company is in a net loss position but is required when the Company is in a net income position such as the three months ended September 30, 2021. Diluted earnings per share is computed using the more dilutive of the two-class method or the if-converted and treasury stock methods. Basic and diluted earnings per share during the three months ended September 30, 2021 were calculated under the two-class method. Basic and diluted loss per share for the nine months ended September 30, 2021, and the three and nine months ended September 30, 2020 were calculated under the if-converted and treasury stock methods. C ertain of the liability classified warrants were dilutive in the second quarter of 2021 resulting in a dilutive impact for the nine months ended September 30, 2021. The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings (loss) per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Basic net income (loss) per common share Net income (loss) $ 8,087 $ ( 1,843 ) $ ( 27,689 ) $ ( 6,078 ) Undistributed earnings allocated to participating securities ( 2,969 ) — — — Net income (loss) attributable to common shares - basic $ 5,118 $ ( 1,843 ) $ ( 27,689 ) $ ( 6,078 ) Weighted average shares used in calculating basic earnings (loss) per share 12,100,292 2,774,502 7,902,104 2,774,237 Basic net income (loss) per common share $ 0.42 $ ( 0.66 ) $ ( 3.50 ) $ ( 2.19 ) Diluted net income (loss) per common share Net income (loss) $ 8,087 $ ( 1,843 ) $ ( 27,689 ) $ ( 6,078 ) Change in fair value of warrants — — ( 5,119 ) — Undistributed earnings allocated to participating securities ( 2,968 ) — — — Net income (loss) attributable to common shares - diluted $ 5,119 $ ( 1,843 ) $ ( 32,808 ) $ ( 6,078 ) Weighted-average shares outstanding 12,100,292 2,774,502 7,902,104 2,774,237 Effect of potentially dilutive securities 6,479 — 50,894 — Weighted average shares used in calculating diluted earnings (loss) per share 12,106,771 2,774,502 7,952,998 2,774,237 Diluted net income (loss) per common share $ 0.42 $ ( 0.66 ) $ ( 4.13 ) $ ( 2.19 ) The following potentially dilutive securities were excluded from the calculation of diluted net earnings (loss) per share because their effects would be anti-dilutive: September 30, 2021 2020 Employee stock options 799,562 826,771 Warrants for common stock 8,491,006 100,393 Series C convertible preferred stock — 317,420 Total 9,290,568 1,244,584 |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive income (loss) was the same as its reported net income (loss) for all periods presented. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements In November 2017 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-18 , Statement of Cash Flows (Topic 230) Restricted Cash (“ASU 2016-18 ” ). The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts described as restricted cash or restricted cash and equivalents. ASU 2016-18 is effective for fiscal years beginning after December 31, 2018 , with early adoption permitted. The Company adopted this standard on January 1, 2021, which did not have a material impact on its financial position, results of operations or cash flows. In December 2019 , the FASB issued ASU No. 2019-12 , Income Taxes ( Topic 740 ) - Simplifying the Accounting for Income Taxes (“ASU 2019-12 " ), as part of its initiative to reduce complexity in accounting standards. The amendments in ASU 2019-12 are effective for fiscal years beginning after December 15, 2020 , including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. As required by ASU 2019-12 , we adopted this ASU effective January 1, 2021 . The adoption of ASU No. 2019-12 did not have a material impact on the Company's financial position, results of operations or cash flows. 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 (“ASU 2021-04 " ). The accounting standard update is effective for fiscal years beginning after December 15, 2021. The Company early adopted this standard effective January 1, 2021 and evaluated all outstanding financial instruments that would fall under the scope of ASU 2021-04 . Recently Issued Accounting Pronouncements In June 2016, the FASB issued 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. After 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 Company plans to adopt this standard in the first quarter of 2023 and does not expect the adoption will have a significant impact on its financial statements and related disclosures. In August 2020, FASB issued ASU 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) — Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU- 2020-06"), which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher stockholder’s rights, and (3) whether collateral is required. In addition, the ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. This ASU may be applied on a full retrospective of modified retrospective basis. For smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2023 , including interim periods within those fiscal years. Early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact that this standard may have on its financial statements and related disclosures and currently expects to adopt this standard in the first quarter of 2024. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings (loss) per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Basic net income (loss) per common share Net income (loss) $ 8,087 $ ( 1,843 ) $ ( 27,689 ) $ ( 6,078 ) Undistributed earnings allocated to participating securities ( 2,969 ) — — — Net income (loss) attributable to common shares - basic $ 5,118 $ ( 1,843 ) $ ( 27,689 ) $ ( 6,078 ) Weighted average shares used in calculating basic earnings (loss) per share 12,100,292 2,774,502 7,902,104 2,774,237 Basic net income (loss) per common share $ 0.42 $ ( 0.66 ) $ ( 3.50 ) $ ( 2.19 ) Diluted net income (loss) per common share Net income (loss) $ 8,087 $ ( 1,843 ) $ ( 27,689 ) $ ( 6,078 ) Change in fair value of warrants — — ( 5,119 ) — Undistributed earnings allocated to participating securities ( 2,968 ) — — — Net income (loss) attributable to common shares - diluted $ 5,119 $ ( 1,843 ) $ ( 32,808 ) $ ( 6,078 ) Weighted-average shares outstanding 12,100,292 2,774,502 7,902,104 2,774,237 Effect of potentially dilutive securities 6,479 — 50,894 — Weighted average shares used in calculating diluted earnings (loss) per share 12,106,771 2,774,502 7,952,998 2,774,237 Diluted net income (loss) per common share $ 0.42 $ ( 0.66 ) $ ( 4.13 ) $ ( 2.19 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | September 30, 2021 2020 Employee stock options 799,562 826,771 Warrants for common stock 8,491,006 100,393 Series C convertible preferred stock — 317,420 Total 9,290,568 1,244,584 |
Note 3 - Merger Between Senec_2
Note 3 - Merger Between Seneca and LBS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Purchase Price Consideration: Number of shares of the combined company issued to Seneca's stockholders (i) 2,884,375 Multiplied by the fair value per share of Seneca's common stock (ii) $ 9.96 Total share value consideration 28,728 LBS transaction costs 4,670 Total purchase price $ 33,398 Fair Value of Assets Cash and cash equivalents $ 3,279 Accounts receivables 24 Prepaid and other current assets 1,270 Accounts payable and accrued expenses ( 927 ) Accrued compensation ( 165 ) Warrant liabilities, at fair value ( 200 ) In-process research and development (IPR&D) (1) 30,117 Purchase price $ 33,398 |
Note 4 - Balance Sheet Details
Note 4 - Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities consisted of the following (in thousands): September 30, December 31, Accrued accounts payable $ 346 $ 1,018 Accrued clinical trial costs 247 875 Accrued director stipends 102 759 Accrued other 27 88 $ 722 $ 2,740 |
Summary of Prepaid Expenses and Other Current Assets [Table Text Block] | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, Prepaid insurances $ 1,696 $ 31 Other receivables 116 — Prepaid subscriptions and fees 97 35 Prepaid software licenses 36 0 Deposits 26 16 Deferred financing costs — 41 Prepaid other 17 1 $ 1,988 $ 124 |
Note 5 - Fair Value Measureme_2
Note 5 - Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Three Months Ended Nine Months Ended Warrant Liabilities 2021 2021 Fair value at beginning of period $ 20,526 $ 1,830 Initial fair value at the original issuance date 1,672 25,417 Equity classified warrant put feature activated — 51 Change in fair value during the period ( 12,764 ) ( 17,939 ) Seneca liability classified warrants assumed — 200 Expiration of equity classified warrant put feature — ( 26 ) Settlement of derivative liabilities — ( 99 ) Fair value at end of period $ 9,434 $ 9,434 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | September 30, December 31, Financing agreements $ 346 $ 22 Unsecured promissory notes 43 231 Related party note 184 510 Senior Secured debt — 1,677 Paycheck Protection Program Loan — 279 Total debt 573 2,719 Less: Unamortized debt discounts ( 5 ) ( 1,578 ) Total debt, net 568 1,141 Less: current portion of debt ( 568 ) ( 1,047 ) Non-current portion of debt $ — $ 94 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Years ending December 31, 2021 (remaining) $ 227 2022 346 2023 — 2024 — 2025 and thereafter — Total debt maturities 573 Less: debt discounts ( 5 ) Less: unamortized interest — Total future minimum payments 568 Less: current portion of debt ( 568 ) Non-current portion of debt $ — |
Note 8 - Common Stock Warrants
Note 8 - Common Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes warrant activity for the nine months ended September 30, 2021: Number of Weighted Weighted Warrants outstanding, December 31, 2020 195,712 21.20 6.60 Granted 7,572,191 4.03 Seneca warrants 749,792 Exercised — Settled ( 20,313 ) Forfeited, expired or cancelled ( 6,375 ) Warrants outstanding, September 30, 2021 8,491,007 5.64 4.73 |
Note 9 - Equity Incentive Pla_2
Note 9 - Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | The following table summarizes stock option activity and related information under the 2013 Plan and the 2021 Plan for the nine months ended September 30, 2021 : Number of Weighted Weighted Aggregate Outstanding at December 31, 2020 826,769 $ 32.72 6.49 $ 1,541 Granted 59,818 17.72 Exercised — Forfeited, expired or cancelled ( 87,025 ) Outstanding at September 30, 2021 799,562 33.12 6.39 — Vested and expected to vest at September 30, 2021 799,562 33.12 6.39 — Exercisable at September 30, 2021 769,332 $ 33.20 6.33 $ — |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | The allocation of stock-based compensation for all stock awards is as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development expense $ 26 $ 125 $ 349 $ 415 General and administrative 77 539 859 1,129 Total $ 103 $ 664 $ 1,208 $ 1,544 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows: September 30, 2021 2020 Expected term (years) 5.0 8.18 Risk-free interest rate 0.88 % 0.98 % Expected dividend yield — — Volatility 76.05 % 80.0 % |
Note 1 - Organization, Busine_2
Note 1 - Organization, Business and Financial Condition (Details Textual) $ in Thousands | Apr. 27, 2021 | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) |
Retained Earnings (Accumulated Deficit), Ending Balance | $ (95,715) | $ (68,026) | ||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 14,104 | $ 713 | $ 751 | |
Reverse Stock Split [Member] | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 6 | |||
Merger Agreement with Leading Biosciences, Inc. [Member] | ||||
Merger Agreement, Exchange Ratio | 0.02719 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 9 Months Ended | |
Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | ||
Number of operating segments | 1 | |
Restricted cash, noncurrent | $ 26,000 | $ 26,000 |
Deferred merger transaction costs | $ 0 | $ 1,817,000 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Calculation of Weighted Average Shares Used to Calculate Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic net income (loss) per common share | ||||
Net income (loss) | $ 8,087 | $ (1,843) | $ (27,689) | $ (6,078) |
Undistributed earnings allocated to participating securities | (2,969) | 0 | 0 | 0 |
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ 5,118 | $ (1,843) | $ (27,689) | $ (6,078) |
Weighted average shares outstanding (in shares) | 12,100,292 | 2,774,502 | 7,902,104 | 2,774,237 |
Basic net income (loss) per common share | $ 0.42 | $ (0.66) | $ (3.50) | $ (2.19) |
Diluted net income (loss) per common share | ||||
Net loss | $ 8,087 | $ (1,843) | $ (27,689) | $ (6,078) |
Change in fair value of warrants | (5,119) | |||
Undistributed earnings allocated to participating securities | (2,968) | 0 | 0 | 0 |
Net income (loss) attributable to common shares - diluted | $ 5,119 | $ (1,843) | $ (32,808) | $ (6,078) |
Effect of potentially dilutive securities | 6,479 | 0 | 50,894 | 0 |
Weighted-average shares outstanding | 12,106,771 | 2,774,502 | 7,952,998 | 2,774,237 |
Diluted net income (loss) per common share | $ 0.42 | $ (0.66) | $ (4.13) | $ (2.19) |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Anti-dilutive securities (in shares) | 9,290,568 | 1,244,584 |
Share-based Payment Arrangement, Option [Member] | ||
Anti-dilutive securities (in shares) | 799,562 | 826,771 |
Warrant [Member] | ||
Anti-dilutive securities (in shares) | 8,491,006 | 100,393 |
Series C Convertible Preferred Stock [Member] | ||
Anti-dilutive securities (in shares) | 0 | 317,420 |
Note 3 - Merger Between Senec_3
Note 3 - Merger Between Seneca and LBS (Details Textual) | Apr. 27, 2021USD ($)Director | Sep. 30, 2021shares |
Number of Directors | 8 | |
Number of Votes Per Share of Common Stock | shares | 1 | |
Merger Agreement with Leading Biosciences, Inc. [Member] | ||
Merger Agreement, Exchange Ratio | 0.02719 | |
Merger Agreement, Percentage of the Acquiree's Capital Stock Held by Acquirer's Equity Holders Immediately Following Merger | 74.90% | |
Merger Agreement, Percentage of the Acquiree's Capital Stock Held by Acquiree's Equity Holders Immediately Following Merger | 25.10% | |
Number of Votes Per Share of Common Stock | 1 | |
Business Combination, Retention of the Right to Receive Cash Payments for Legacy Patents, Condition, Period of Sale (Month) | 18 months | |
Business Combination, Retention of the Right to Receive Cash Payments for Legacy Patents, Condition, Period of Receipt | 48 months | |
Business Combination, Cash Payments to Acquiree's Shareholders for Sale of Legacy Patents, Percentage of Net Proceeds Received | 80.00% | |
Business Combination, CVR Payment Associated with Legacy Patents, Net Proceeds Threshold | $ | $ 300,000 | |
LBS [Member] | ||
Number of Directors | 5 |
Note 3 - Merger Between Senec_4
Note 3 - Merger Between Seneca and LBS - Consideration Asset Allocation and Purchase Price Allocation (Details) - Merger Agreement with Leading Biosciences, Inc. [Member] $ / shares in Units, $ in Thousands | Apr. 27, 2021USD ($)$ / sharesshares | |
Number of shares of the combined company issued to Seneca's stockholders (i) (in shares) | shares | 2,884,375 | [1] |
Multiplied by the fair value per share of Seneca's common stock (in dollars per share) | $ / shares | $ 9.96 | [2] |
Total share value consideration | $ 28,728 | |
LBS transaction costs | 4,670 | |
Total purchase price | 33,398 | |
Cash and cash equivalents | 3,279 | |
Accounts receivables | 24 | |
Prepaid and other current assets | 1,270 | |
Accounts payable and accrued expenses | (927) | |
Accrued compensation | (165) | |
Warrant liabilities, at fair value | (200) | |
In-process research and development (IPR&D) | 30,117 | [3] |
Purchase price | $ 33,398 | |
[1] | Represents the actual post reverse stock split effected number of shares of Seneca common stock outstanding immediately prior to the merger. | |
[2] | The purchase price was based on the closing price as reported on the Nasdaq Capital Market on April 27, 2021 (i.e., the Merger close date). | |
[3] | Represents the research and development projects of Seneca which were in-process, but not yet completed as of the date of the acquisition. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. |
Note 4 - Balance Sheet Detail_2
Note 4 - Balance Sheet Details - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued accounts payable | $ 346 | $ 1,018 |
Accrued clinical trial costs | 247 | 875 |
Accrued director stipends | 102 | 759 |
Accrued other | 27 | 88 |
Accrued Liabilities, Current, Total | $ 722 | $ 2,740 |
Note 4 - Balance Sheet Detail_3
Note 4 - Balance Sheet Details - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets [Abstract] | ||
Prepaid insurances | $ 1,696 | $ 31 |
Other receivables | 116 | |
Prepaid subscriptions and fees | 97 | 35 |
Prepaid software licenses | 36 | 0 |
Deposits | 26 | 16 |
Deferred financing costs | 41 | |
Prepaid other | 17 | 1 |
Prepaid expenses and other current assets | $ 1,988 | $ 124 |
Note 5 - Fair Value Measureme_3
Note 5 - Fair Value Measurements (Details Textual) | 3 Months Ended | 9 Months Ended | |||||||
Jun. 30, 2021shares | Sep. 30, 2021USD ($)$ / sharesshares | Nov. 08, 2021shares | Jul. 21, 2021USD ($)$ / sharesshares | May 25, 2021USD ($) | May 20, 2021$ / sharesshares | Feb. 01, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)shares | Dec. 16, 2020USD ($) | |
Derivative Liability, Noncurrent | $ 9,434,000 | $ 1,830,000 | |||||||
Warrants and Rights Outstanding, Measurement Input | 3,900,000 | ||||||||
Common stock, shares issued (in shares) | shares | 12,929,911 | 2,774,501 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 644,138 | ||||||||
Liability classified warrants | $ 0 | ||||||||
Maximum [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 4,695.60 | ||||||||
Minimum [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 3.45 | ||||||||
Senior Secured Promissory Note Warrants [Member] | |||||||||
Derivative Liability, Noncurrent | $ 1,100,000 | $ 1,800,000 | $ 1,900,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 3.88 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 858,892 | ||||||||
Senior Secured Promissory Note Warrants [Member] | Measurement Input, Share Price [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 2.65 | (17.71) | 17.71 | ||||||
Senior Secured Promissory Note Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0.723 | 0.88 | 0.87 | ||||||
Senior Secured Promissory Note Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0.98 | 0.50 | 0.50 | ||||||
Senior Secured Promissory Note Warrants [Member] | Measurement Input, Expected Term [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 4.9 | 5.8 | 6 | ||||||
Senior Secured Promissory Note Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 | ||||||
Senior Secured Promissory Note Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 3.88 | ||||||||
Senior Secured Promissory Note Warrants [Member] | Altium Growth Fund, LP [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 17.71 | ||||||||
Securities Purchase Agreement, Maximum Borrowing Capacity | $ 5,000,000 | ||||||||
Securities Purchase Agreement, Aggregate Purchase Price | 3,750,000 | ||||||||
Securities Purchase Agreement, Aggregate Purchase Price, Original Issue Discount | $ 1,250,000 | ||||||||
The Equity Warrant [Member] | |||||||||
Derivative Liability, Noncurrent | $ 1,700,000 | $ 21,900,000 | |||||||
The Equity Warrant [Member] | Measurement Input, Share Price [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 3.58 | 10.15 | |||||||
The Equity Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 99.10 | 0.91 | |||||||
The Equity Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0.82 | 0.01 | |||||||
The Equity Warrant [Member] | Measurement Input, Expected Term [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 5.5 | 5.6 | |||||||
The Equity Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||||||
The Equity Warrant [Member] | Altium Growth Fund, LP [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 3.88 | $ 4.70 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 5,303,568 | 4,995,893 | |||||||
May 2021 Warrants [Member] | |||||||||
Derivative Liability, Noncurrent | $ 7,100,000 | ||||||||
May 2021 Warrants [Member] | Measurement Input, Share Price [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 2.65 | ||||||||
May 2021 Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0.723 | ||||||||
May 2021 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0.98 | ||||||||
May 2021 Warrants [Member] | Measurement Input, Expected Term [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 4.9 | ||||||||
May 2021 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||
May 2021 Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 3.88 | ||||||||
July 2021 Warrants [Member] | |||||||||
Derivative Liability, Noncurrent | $ 1,200,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 3.631 | ||||||||
July 2021 Warrants [Member] | Measurement Input, Share Price [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 2.74 | ||||||||
July 2021 Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 95.20 | ||||||||
July 2021 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 1.03 | ||||||||
July 2021 Warrants [Member] | Measurement Input, Expected Term [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 5.3 | ||||||||
July 2021 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||
July 2021 Warrants [Member] | Maximum [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | shares | 1,100,000 | ||||||||
Warrants Issued in Connection with May 2016 and August 2017 Offerings [Member] | |||||||||
Class of Warrant or Right, Put Feature Settled (in shares) | shares | 7,813 | ||||||||
Warrants Associated with the October 2018 Offering [Member] | |||||||||
Class of Warrant or Right, Put Feature Settled (in shares) | shares | 12,500 |
Note 5 - Fair Value Measureme_4
Note 5 - Fair Value Measurements - Activity for Items Measured at Fair Value on a Recurring Basis (Details) - Stock Purchase Warrants [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Balance | $ 20,526 | $ 1,830 |
Initial fair value at the original issuance date | 1,672 | 25,417 |
Equity classified warrant put feature activated | 0 | 51 |
Change in fair value during the period | (12,764) | (17,939) |
Seneca liability classified warrants assumed | 0 | 200 |
Expiration of equity classified warrant put feature | 0 | (26) |
Settlement of derivative liabilities | 0 | (99) |
Balance | $ 9,434 | $ 9,434 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) | May 25, 2021 | Feb. 01, 2021 | Dec. 17, 2020 | Dec. 16, 2020 | Nov. 06, 2020 | Oct. 16, 2020 | Jul. 09, 2020 | Dec. 18, 2019 | May 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 01, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 08, 2021 | Dec. 31, 2020 |
Payments of Debt Issuance Costs | $ 148,000 | $ 0 | |||||||||||||||||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 61,000 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 644,138 | ||||||||||||||||||
Loss on Issuance of Secured Debt | $ 0 | $ 0 | 686,000 | 0 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | 0 | $ 0 | 279,000 | $ 0 | |||||||||||||||
Altium Growth Fund, LP [Member] | Senior Secured Promissory Note Warrants, First Closing [Member] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 94,096 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 17.71 | ||||||||||||||||||
Altium Growth Fund, LP [Member] | Senior Secured Promissory Note Warrants, Second Closing [Member] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 94,096 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 17.71 | ||||||||||||||||||
Original Financing Agreements [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.35% | ||||||||||||||||||
Debt Instrument, Term (Month) | 10 months | ||||||||||||||||||
Additional Financing Agreements One [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.35% | 3.60% | |||||||||||||||||
Additional Financing Agreements Two [Member] | |||||||||||||||||||
Debt Instrument, Term (Month) | 10 months | 9 months | |||||||||||||||||
Financing Agreements [Member] | |||||||||||||||||||
Secured Debt, Total | 346,000 | 346,000 | $ 22,000 | ||||||||||||||||
The December 2019 Note [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||||||||
Debt Instrument, Early Due Date, Revenue or Gross Financing Proceeds Threshold | $ 5,000,000 | ||||||||||||||||||
Unsecured Debt, Total | 105,000 | ||||||||||||||||||
July 2020 Note [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||
Debt Instrument, Term (Month) | 120 days | ||||||||||||||||||
Debt Instrument, Face Amount | $ 125,000 | ||||||||||||||||||
Debt Instrument, Original Issue Discount Percentage | 20.00% | ||||||||||||||||||
Payments of Debt Issuance Costs | $ 0 | ||||||||||||||||||
Debt Instrument, Early Due Date, Gross Equity Proceeds Threshold | $ 1,250,000 | ||||||||||||||||||
Debt Instrument, Renewal Term (Day) | 6 months | 120 days | |||||||||||||||||
Interest Paid, Excluding Capitalized Interest, Operating Activities | $ 4,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 21,445 | ||||||||||||||||||
Unsecured Debt, Total | 43,000 | 43,000 | 126,000 | ||||||||||||||||
October 2020 Note [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||
Debt Instrument, Term (Month) | 180 days | ||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||
Debt Instrument, Original Issue Discount Percentage | 10.00% | ||||||||||||||||||
Debt Instrument, Renewal Term (Day) | 6 months | ||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 90,901 | ||||||||||||||||||
Unsecured Debt, Total | $ 184,000 | $ 184,000 | $ 510,000 | ||||||||||||||||
Senior Secured Promissory Notes [Member] | Altium Growth Fund, LP [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | 15.00% | |||||||||||||||||
Proceeds from Issuance of Debt | $ 1,700,000 | $ 1,700,000 | |||||||||||||||||
Loss on Issuance of Secured Debt | $ 700,000 | $ 800,000 | |||||||||||||||||
Senior Secured Promissory Notes [Member] | Altium Growth Fund, LP [Member] | Series 1 Preferred Stock of LBS [Member] | |||||||||||||||||||
Securities Purchase Agreement, Amount Agreed By the Investor to Be Invested in Cash Immediately Prior to merger in Exchange for Preferred Stock | $ 20,000,000 | ||||||||||||||||||
Paycheck Protection Program, CARES Act [Member] | |||||||||||||||||||
Payments of Debt Issuance Costs | $ 0 | ||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 279,000 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ 279,000 |
Note 6 - Debt - Summary of Debt
Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Total debt | $ 573 | $ 2,719 |
Less: debt discounts | (5) | (1,578) |
Total debt, net | 568 | 1,141 |
Less: current portion of debt | (568) | (1,047) |
Non-current portion of debt | 0 | 94 |
Unsecured Debt [Member] | ||
Total debt | 43 | 231 |
Financing Agreements [Member] | ||
Total debt | 346 | 22 |
Related Party Note [Member] | ||
Total debt | 184 | 510 |
Senior Secured Promissory Notes [Member] | ||
Total debt | 0 | 1,677 |
Paycheck Protection Program, CARES Act [Member] | ||
Total debt | $ 0 | $ 279 |
Note 6 - Debt - Summary of Futu
Note 6 - Debt - Summary of Future Minimum Debt Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
2021 (remaining) | $ 227 | |
2022 | 346 | |
2023 | 0 | |
2024 | 0 | |
2025 and thereafter | 0 | |
Total debt maturities | 573 | $ 2,719 |
Less: debt discounts | (5) | (1,578) |
Less: unamortized interest | 0 | |
Total debt, net | 568 | 1,141 |
Less: current portion of debt | (568) | (1,047) |
Non-current portion of debt | $ 0 | $ 94 |
Note 7 - Stockholders' Equity_2
Note 7 - Stockholders' Equity (Deficit) (Details Textual) - USD ($) | Aug. 19, 2021 | Apr. 27, 2021 | Aug. 15, 2019 | Mar. 08, 2019 | Aug. 15, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Common Stock, Shares Authorized (in shares) | 300,000,000 | 6,797,500 | |||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | |||||||
Class of Warrant or Right, Issued During Period (in shares) | 7,572,191 | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 19,900,000 | $ 0 | |||||||
Number of Votes Per Share of Common Stock | 1 | ||||||||
Common Stock Issued (Yuma) | 12,929,911 | 2,774,501 | |||||||
Proceeds from Issuance of Common Stock | $ 5,209,000 | $ 0 | |||||||
Maximum [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4,695.60 | ||||||||
Yuma [Member] | |||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | ||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 3.45 | ||||||||
Common Stock Issued (Yuma) | 1,509,896 | ||||||||
Proceeds from Issuance of Common Stock | $ 5,200,000 | ||||||||
Series A 4.5% Convertible Preferred Stock [Member] | Private Placement [Member] | |||||||||
Preferred Stock, Dividend Rate, Percentage | 4.50% | ||||||||
Convertible Preferred Stock, Issuable Upon Conversion of All Shares (in shares) | 6,479 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred Stock, Shares Authorized (in shares) | 7,000,000 | 7,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | |||||||
LBS [Member] | |||||||||
Common Stock, Shares Authorized (in shares) | 6,797,500 | ||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | ||||||||
Preferred Stock, Shares Authorized (in shares) | 33,594,625 | ||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||||||||
LBS [Member] | Lead Investor [Member] | Warrants Associated with Series C Convertible Preferred Stock, First Closing [Member] | |||||||||
Class of Warrant or Right, Issued During Period (in shares) | 40,785 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 41.19 | ||||||||
LBS [Member] | Lead Investor [Member] | Warrants Associated with Series C Convertible Preferred Stock, Second Closing [Member] | |||||||||
Class of Warrant or Right, Issued During Period (in shares) | 13,595 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 41.19 | $ 41.19 | |||||||
LBS [Member] | Investors Other than the Lead Investor [Member] | Warrants Associated with Series C Convertible Preferred Stock [Member] | |||||||||
Class of Warrant or Right, Issued During Period (in shares) | 951 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 41.19 | ||||||||
LBS [Member] | Series C Preferred Stock [Member] | |||||||||
Preferred Stock, Shares Authorized (in shares) | 33,594,625 | ||||||||
LBS [Member] | Series C Preferred Stock [Member] | Lead Investor [Member] | |||||||||
Preferred Stock, Subscription Agreement, Maximum Amount | $ 30,000,000 | ||||||||
Proceeds from Issuance of Previously Subscribed Preferred Stock, Gross | $ 10,000,000 | ||||||||
Issuance of Previously Subscribed Preferred Stock, Issuance Costs Paid | 215,000 | ||||||||
Proceeds from Issuance of Previously Subscribed Preferred Stock, Net | $ 9,800,000 | ||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 8,398,656 | ||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.893 | ||||||||
LBS [Member] | Series C Preferred Stock [Member] | Investors Other than the Lead Investor [Member] | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 475,923 | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 425,000 | ||||||||
LBS [Member] | Series C Preferred Stock [Member] | Shares Subscribed, Additional Tranche Right [Member] | Lead Investor [Member] | |||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.893 | ||||||||
Preferred Stock, Shares Subscribed but Unissued (in shares) | 2,799,552 | ||||||||
Liability for Right of Investor to Purchase Shares | $ 79,000 | ||||||||
LBS [Member] | Series 1 Preferred Stock [Member] | |||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 17.71 | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 19,900,000 | ||||||||
Gain (Loss) on Issuance of Preferred Stock | (1,900,000) | ||||||||
Payments of Stock Issuance Costs | 1,600,000 | ||||||||
LBS [Member] | Series 1 Preferred Stock [Member] | Maximum [Member] | |||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 20,000,000 |
Note 8 - Common Stock Warrant_2
Note 8 - Common Stock Warrants (Details Textual) - USD ($) | May 25, 2021 | Apr. 27, 2021 | Feb. 01, 2021 | Dec. 17, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 08, 2021 | Aug. 19, 2021 | Jul. 31, 2021 | May 20, 2021 | Dec. 31, 2020 |
Warrants and Rights Outstanding | $ 8,491,007 | $ 8,491,007 | $ 195,712 | ||||||||||
Conversion of warrant into common stock | 644,138 | ||||||||||||
Loss on Issuance of Secured Debt | $ 0 | $ 0 | $ 686,000 | $ 0 | |||||||||
Ecoban Shares [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 118,833 | ||||||||||||
Warrants Converted from Old Warrants Upon Merger [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 26.84 | ||||||||||||
Conversion of warrant into common stock | 1,904 | ||||||||||||
New Warrants [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6 | ||||||||||||
Warrants and Rights Outstanding | $ 16,000 | ||||||||||||
Conversion of warrant into common stock | 8,000 | ||||||||||||
Ecoban Warrant [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 17.72 | ||||||||||||
Conversion of warrant into common stock | 18,353 | ||||||||||||
Senior Secured Promissory Note Warrants [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.88 | $ 3.88 | |||||||||||
Conversion of warrant into common stock | 858,892 | 858,892 | |||||||||||
Senior Secured Promissory Note Warrants [Member] | Altium Growth Fund, LP [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 17.71 | ||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
Warrants and Rights Outstanding | $ 1,800,000 | $ 1,900,000 | |||||||||||
The Equity Warrant [Member] | Altium Growth Fund, LP [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.88 | $ 3.88 | $ 4.70 | ||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
Warrants and Rights Outstanding | $ 21,900,000 | ||||||||||||
Conversion of warrant into common stock | 5,303,568 | 5,303,568 | 4,995,893 | ||||||||||
Loss on Issuance of Warrant | $ 1,900,000 | ||||||||||||
July 2021 Warrant [Member] | |||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
August 2021 Warrants [Member] | Yuma [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.45 | ||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
Conversion of warrant into common stock | 377,474 | ||||||||||||
Senior Secured Promissory Notes [Member] | Altium Growth Fund, LP [Member] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | 15.00% | |||||||||||
Loss on Issuance of Secured Debt | $ 700,000 | $ 800,000 | |||||||||||
LBS [Member] | Old Warrants [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.73 | ||||||||||||
Conversion of warrant into common stock | 70,000 | ||||||||||||
LBS [Member] | July 2020 and October 2020 Unsecured Promissory Notes [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 600,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||
Minimum [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.45 | $ 3.45 | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | 5 years | |||||||||||
Maximum [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4,695.60 | $ 4,695.60 | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 10 years | 10 years |
Note 8 - Common Stock Warrant_3
Note 8 - Common Stock Warrants - Summary of Warrant Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants outstanding, balance (in shares) | 195,712 | |
Warrants outstanding, weighted average exercise price (in dollars per share) | $ 5.64 | $ 21.20 |
Warrants outstanding, December 31, 2020 (Year) | 4 years 8 months 23 days | 6 years 7 months 6 days |
Class of Warrant or Right, Issued During Period (in shares) | 7,572,191 | |
Granted, weighted average exercise price (in dollars per share) | $ 4.03 | |
Seneca warrants (in shares) | 749,792 | |
Exercised (in shares) | 0 | |
Settled (in shares) | (20,313) | |
Forfeited, expired or cancelled (in shares) | (6,375) | |
Warrants outstanding, balance (in shares) | 8,491,007 | 195,712 |
Note 9 - Equity Incentive Pla_3
Note 9 - Equity Incentive Plans (Details Textual) - USD ($) | Apr. 27, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 59,818 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 5.55 | |||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 500,000 | $ 500,000 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 1 month 6 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||
Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Share-based Payment Arrangement, Option [Member] | Former Chief Development Officer [Member] | ||||||
Share-based Payment Arrangement, Period by Which Vesting is Accelerated (Year) | 4 months | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 7 years | |||||
Share-based Payment Arrangement, Option [Member] | Former Chief Development Officer [Member] | Research and Development Expense [Member] | ||||||
Share-based Payment Arrangement, Accelerated Cost | $ 225,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 10.14 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 41,000 | |||||
The 2021 Plan [Member] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,502,583 | |||||
Common Stock, Capital Shares Reserved for Future Issuance, Period of Yearly Increase (Year) | 10 years | |||||
Common Stock, Capital Shares Reserved for Future Issuance, Yearly Increase, Percentage | 1.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | |||||
2013 Plan [Member] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 0 | |||||
2019 Plan [Member] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 0 | 0 | ||||
2019 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 4,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised (in shares) | 8,817 |
Note 9 - Equity Incentive Pla_4
Note 9 - Equity Incentive Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Options Outstanding (in shares) | 826,769 | 826,769 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 32.72 | $ 32.72 | |
Options Outstanding, Weighted Average Remaining Contractual Life (Year) | 6 years 4 months 20 days | 6 years 5 months 26 days | |
Options Outstanding, Aggregate Intrinsic Value | $ 0 | $ 1,541 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 59,818 | ||
Options Granted, Weighted Average Exercise Price (in dollars per share) | $ 17.72 | ||
Options Exercised (in shares) | 0 | ||
Options Forfeited, expired or cancelled (in shares) | (87,025) | ||
Options Forfeited, expired or cancelled, Weighted Average Exercise Price (in dollars per share) | |||
Options Outstanding (in shares) | 799,562 | 826,769 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 33.12 | $ 32.72 | |
Options Vested and expected to vest (in shares) | 799,562 | ||
Options Vested and expected to vest, Weighted Average Exercise Price (in dollars per share) | $ 33.12 | ||
Options Vested and expected to vest, Weighted Average Remaining Contractual Life (Year) | 6 years 4 months 20 days | ||
Options Vested and expected to vest, Aggregate Intrinsic Value | $ 0 | ||
Options Exercisable (in shares) | 769,332 | ||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 33.20 | ||
Options Exercisable, Weighted Average Remaining Contractual Life (Year) | 6 years 3 months 29 days | ||
Options Exercisable, Aggregate Intrinsic Value | $ 0 |
Note 9 - Equity Incentive Pla_5
Note 9 - Equity Incentive Plans - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based compensation expense | $ 103 | $ 664 | $ 1,208 | $ 1,544 |
Research and Development Expense [Member] | ||||
Share-based compensation expense | 26 | 125 | 349 | 415 |
General and Administrative Expense [Member] | ||||
Share-based compensation expense | $ 77 | $ 539 | $ 859 | $ 1,129 |
Note 9 - Equity Incentive Pla_6
Note 9 - Equity Incentive Plans - Fair Value Assumptions for Stock Options (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Expected term (Year) | 5 years | 8 years 2 months 4 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Volatility | 76.05% | 80.00% |
Minimum [Member] | ||
Risk-free interest rate | 0.88% | 0.98% |
Note 10 - License Agreements (D
Note 10 - License Agreements (Details Textual) - License Agreements with the Regents of the University of California [Member] | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Number of License Agreements | 2 | |
Royalty Rate, Portion of Sublicense Income to Be Paid, Percentage of One-third of Upfront Payment and Milestone Payment Received | 30.00% | |
Accrued Royalties, Current | $ 92,000 | $ 125,000 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details Textual) | Apr. 29, 2020 | Aug. 01, 2019USD ($) | Sep. 30, 2021USD ($)ft² | Dec. 31, 2020USD ($) |
Operating Lease, Right-of-Use Asset | $ 153,000 | $ 275,000 | ||
Operating Lease, Liability, Total | 158,000 | 280,000 | ||
Rent Deferral Agreement Related to the COVID-19 Pandemic, Proration of Deferred Balance, Period (Month) | 6 months | |||
Rent Deferral Agreement Related to the COVID-19 Pandemic, Deferred Balance | $ 0 | 87,000 | ||
Accrual for Suspended Salary Benefits and Bonuses, to Be Paid Upon Closing of Merger | $ 1,100,000 | |||
Office Space Lease for Corporate Headquarters in Carlsbad, CA [Member] | ||||
Area of Real Estate Property (Square Foot) | ft² | 4,911 | |||
July 2019 Headquarter Lease [Member] | ||||
Lessee, Operating Lease, Term of Contract (Year) | 3 years | |||
Lessee, Operating Lease, Renewal Term (Month) | 36 months | |||
Lease Monthly Payment | $ 16,000 | |||
Operating Lease, Contractual Monthly Lease Payments, Yearly Escalation Rate | 3.00% |
Note 12 - Related Party Trans_2
Note 12 - Related Party Transactions (Details Textual) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 16, 2020 |
Due to Related Parties, Total | $ 102,000 | $ 759,000 | |
October 2020 Note [Member] | |||
Debt Instrument, Face Amount | $ 500,000 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) - USD ($) $ in Millions | Oct. 18, 2021 | Apr. 27, 2021 |
CVR Agreement [Member] | ||
Minimum payment under agreement | $ 0.5 | |
189 License [Member] | Subsequent Event [Member] | ||
Purchaser credit from amended license agreement | $ 0.1 | |
Gross proceeds from license agreement | 0.4 | |
189 License [Member] | Maximum [Member] | Subsequent Event [Member] | ||
Contingent payments under license agreement | 4.5 | |
189 License [Member] | First Patient in Phase III Clinical Trial from a Product Derived from Purchased Assets [Member] | Subsequent Event [Member] | ||
Contingent payments under license agreement | 1.5 | |
189 License [Member] | First Market Approval of Product Derived from Purchased Assets [Member] | Subsequent Event [Member] | ||
Contingent payments under license agreement | $ 3 | |
189 License [Member] | Licensing or Sale of Purchased Asset Prior to FPFD [Member] | Subsequent Event [Member] | ||
Percentage of Consideration Received by the Purchaser | 20.00% |