Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 21, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
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 | FY | ||
Document Fiscal Year Focus | 2023 | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-33672 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 52-2007292 | ||
Entity Address, Address Line One | 7750 El Camino Real, Suite 2A | ||
Entity Address, City or Town | Carlsbad | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92009 | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 12,771,015 | ||
Entity Public Float | $ 11.6 | ||
Auditor Firm ID | 23 | ||
Auditor Name | Baker Tilly US, LLP | ||
Auditor Location | Tewksbury, Massachusetts |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 12,432,000 | $ 12,383,000 |
Prepaid expenses and other current assets | 896,000 | 2,350,000 |
Total current assets | 13,328,000 | 14,733,000 |
Restricted cash | 26,000 | 26,000 |
Property and equipment, net | 10,000 | 10,000 |
Operating lease right-of-use asset | 198,000 | 300,000 |
Other noncurrent assets | 490,000 | 694,000 |
Total assets | 14,052,000 | 15,763,000 |
Current liabilities: | ||
Accounts payable | 698,000 | 1,759,000 |
Accrued liabilities | 831,000 | 574,000 |
Accrued compensation and benefits | 778,000 | 486,000 |
Current portion of operating lease liability | 121,000 | 105,000 |
Insurance financing debt | 158,000 | 88,000 |
Total current liabilities | 2,586,000 | 3,012,000 |
Warrant liability | 2,000 | 61,000 |
Contingent consideration obligation | 61,000 | 0 |
Lease liability, net of current portion | 90,000 | 211,000 |
Total liabilities | 2,739,000 | 3,284,000 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 280,000,000 shares authorized; 9,270,894 and 2,944,306 shares issued and outstanding at December 31,2023 and December 31, 2022, respectively | 93,000 | 30,000 |
Additional paid-in capital | 132,724,000 | 121,637,000 |
Accumulated deficit | (121,506,000) | (109,190,000) |
Total stockholders' equity | 11,313,000 | 12,479,000 |
Total liabilities and stockholders' equity | 14,052,000 | 15,763,000 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Series A Convertible Preferred Stock, $0.01 par value, 7,000,000 shares authorized; 200,000 issued and outstanding at December 31, 2023 and December 31, 2022 | $ 2,000 | $ 2,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized (in shares) | 280,000,000 | 280,000,000 |
Common stock, shares issued (in shares) | 9,270,894 | 2,944,306 |
Common stock, shares outstanding (in shares) | 9,270,894 | 2,944,306 |
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 |
Preferred stock, shares issued (in shares) | 200,000 | 200,000 |
Preferred stock, shares outstanding (in shares) | 200,000 | 200,000 |
Common stock, shares issued (in shares) | 200,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
License revenue | $ 250 | $ 0 |
Research and development | 6,893 | 6,547 |
General and administrative | 6,202 | 8,764 |
Restructuring costs (Note 9) | 225 | 410 |
Total operating expenses | 13,320 | 15,721 |
Loss from operations | (13,070) | (15,721) |
Other income (expense): | ||
Interest expense | (15) | (13) |
Other income | 785 | 2,584 |
Loss on issuance of warrants | 0 | (1,110) |
Total other income, net | 770 | 1,461 |
Net loss | (12,300) | (14,260) |
Net loss available to common stockholders | $ (12,316) | $ (14,548) |
Loss per common share: | ||
Basic net loss per common share | $ (1.8) | $ (16.53) |
Diluted net loss per common share | $ (1.8) | $ (16.53) |
Weighted average shares used in computing loss per common share: | ||
Basic weighted average shares used in computing net loss per common share | 6,840,213 | 880,311 |
Diluted weighted average shares used in computing net loss per common share | 6,840,213 | 880,311 |
Consolidated Statements Convert
Consolidated Statements Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | September 2023 Offering [Member] | April 2023 Offering [Member] | January 2023 Offering [Member] | Series B Convertible Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] September 2023 Offering [Member] | Common Stock [Member] April 2023 Offering [Member] | Common Stock [Member] January 2023 Offering [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] September 2023 Offering [Member] | Additional Paid-in Capital [Member] April 2023 Offering [Member] | Additional Paid-in Capital [Member] January 2023 Offering [Member] | Retained Earnings [Member] | Class A Units And Class B Units [Member] August 2022 Public Offering | Class A Units And Class B Units [Member] Series B Convertible Preferred Stock [Member] August 2022 Public Offering | Class A Units And Class B Units [Member] Common Stock [Member] August 2022 Public Offering | [1] | Class A Units And Class B Units [Member] Additional Paid-in Capital [Member] August 2022 Public Offering | [1] | |||
Balance (in shares) at Dec. 31, 2021 | 200,000 | 284,780 | [1] | |||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 7,365 | $ 2 | $ 3 | [1] | $ 102,002 | [1] | $ (94,642) | |||||||||||||||||
Net loss | (14,260) | (14,260) | ||||||||||||||||||||||
Stock-based compensation expense | 1,032 | 1,032 | [1] | |||||||||||||||||||||
Issuance of common stock upon warrant exercises (in shares) | [1] | 1,482,684 | ||||||||||||||||||||||
Issuance of common stock upon warrant exercises | 4,956 | $ 15 | [1] | 4,941 | [1] | |||||||||||||||||||
Issuance of common stock warrants related to promissory note (in shares) | [1] | 72,933 | ||||||||||||||||||||||
Issuance of common stock warrants related to promissory note | 1,427 | $ 1 | [1] | 1,426 | [1] | |||||||||||||||||||
Conversion of convertible securities (in shares) | (1,460) | 116,800 | [1] | |||||||||||||||||||||
Conversion of convertible securities | [1] | $ 1 | (1) | |||||||||||||||||||||
Issuance of stock during period, Shares | 1,460 | 987,200 | ||||||||||||||||||||||
Issuance of stock during period, value | $ 11,959 | $ 10 | $ 11,949 | |||||||||||||||||||||
Conversion of LBS Series Preferred stock to common shares upon Merger, shares converted | (1) | |||||||||||||||||||||||
Reverse stock split fractional share settlement | [1] | (91) | ||||||||||||||||||||||
Adjustment to record the impact of exercise price reset on outstanding warrants related to down round provisions | (288) | 288 | [1] | (288) | ||||||||||||||||||||
Balance (in shares) at Dec. 31, 2022 | 200,000 | 2,944,306 | [1] | |||||||||||||||||||||
Balance at Dec. 31, 2022 | 12,479 | $ 2 | $ 30 | [1] | 121,637 | [1] | (109,190) | |||||||||||||||||
Net loss | (12,300) | (12,300) | ||||||||||||||||||||||
Issuance of common stock for vesting of restricted stock units (shares) | 61,120 | |||||||||||||||||||||||
Issuance of common stock for employee stock purchase plan (shares) | 33,676 | |||||||||||||||||||||||
Issuance of common stock for vesting of restricted stock units | $ 1 | (1) | ||||||||||||||||||||||
Issuance of common stock for employee stock purchase plan | 17 | 17 | ||||||||||||||||||||||
Stock-based compensation expense | 624 | 624 | ||||||||||||||||||||||
Issuance of common stock upon warrant exercises (in shares) | 2,203,993 | |||||||||||||||||||||||
Issuance of common stock upon warrant exercises | 1,350 | $ 22 | 1,328 | |||||||||||||||||||||
Issuance of common stock warrants related to promissory note (in shares) | 2,339,398 | 1,211,559 | 476,842 | |||||||||||||||||||||
Issuance of common stock warrants related to promissory note | $ 1,676 | $ 5,301 | $ 2,166 | $ 23 | $ 12 | $ 5 | $ 1,653 | $ 5,289 | $ 2,161 | |||||||||||||||
Conversion of LBS Series Preferred stock to common shares upon Merger, shares converted | 0 | |||||||||||||||||||||||
Adjustment to record the impact of exercise price reset on outstanding warrants related to down round provisions | (16) | 16 | (16) | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2023 | 200,000 | 9,270,894 | ||||||||||||||||||||||
Balance at Dec. 31, 2023 | $ 11,313 | $ 2 | $ 93 | $ 132,724 | $ (121,506) | |||||||||||||||||||
[1] (*) Adjusted to reflect the 1-for-50 reverse stock split effected on November 16, 2022. |
Consolidated Statements Conve_2
Consolidated Statements Convertible Preferred Stock and Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Proceeds from issuance of debt | $ 617 | $ 627 |
Common Stock [Member] | January 2023 Offering [Member] | ||
Proceeds from issuance of debt | 507 | |
Common Stock [Member] | September 2023 Offering [Member] | ||
Proceeds from issuance of debt | 345 | |
Common Stock [Member] | April 2023 Offering [Member] | ||
Proceeds from issuance of debt | $ 854 | |
Common Stock [Member] | May 2022 Offering [Member] | ||
Proceeds from issuance of debt | 634 | |
Class A Units And Class B Units [Member] | ||
Stock issuance costs | $ 2,293 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ (12,300) | $ (14,260) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4 | 3 |
Noncash operating lease expense | 102 | 164 |
Loss on issuance of warrants | 0 | 1,110 |
Fair value of contingent consideration obligation | 204 | 0 |
Change in fair value of warrant liabilities | (59) | (2,426) |
Stock-based compensation and related charges | 624 | 1,032 |
Other | (108) | (233) |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets and other noncurrent assets | 705 | 1,027 |
Accounts payable and accrued liabilities | (492) | 399 |
Accrued compensation | 292 | (25) |
Operating lease liabilities | (105) | (151) |
Net cash used in operating activities | (11,133) | (13,360) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4) | (10) |
Net cash used in investing activities | (4) | (10) |
Cash flows from financing activities: | ||
Payments on insurance financing debt | (391) | (790) |
Proceeds from issuance of common stock and warrants | 9,419 | 14,401 |
Proceeds from the exercise of warrants | 2,758 | 2,274 |
Payment of equity issuance costs | (617) | (627) |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 17 | 0 |
Net cash provided by financing activities | 11,186 | 15,258 |
Net increase in cash, cash equivalents and restricted cash | 49 | 1,888 |
Cash, cash equivalents and restricted cash, beginning of year | 12,409 | 10,521 |
Cash, cash equivalents and restricted cash, end of year | 12,458 | 12,409 |
Reconciliation of cash, cash equivalents and restricted cash to the balance sheets: | ||
Cash and cash equivalents | 12,432 | 12,383 |
Restricted cash | 26 | 26 |
Total cash, cash equivalents and restricted cash | 12,458 | 12,409 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 14 | 12 |
Operating right-of-use assets obtained in exchange for operating lease liabilities | 0 | 355 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Equity issuance costs included in accounts payable and accrued liabilities | 0 | 388 |
Non cash impact of exercise price reset on outstanding warrants related to down round provisions | 16 | 288 |
Issuance of common stock for the cashless exercise of warrants | 0 | 1,274 |
Fair value of warrants issued to placement agent | 384 | 55 |
Fair value of warrants issued to underwriter agent | 0 | 459 |
Deferred equity issuance costs recognized as a reduction in additional paid-in capital from financing activities | 6 | 0 |
Cash receivable for exercises of warrants included in prepaid and other current assets | 0 | 1,408 |
Issuance of common stock upon conversion of Series B Convertible Preferred Stock | 0 | 1 |
Insurance financing debt included in prepaid and other current assets and other noncurrent assets | $ 461 | $ 784 |
Note 1 - Organization and Busin
Note 1 - Organization and Business | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Organization and Business | 1. Organization and Business As used in this Annual Report on Form 10-K, unless the context indicates or otherwise requires, “Palisade,” “Palisade Bio,” “the Company,” “we,” “us,” and “our” or similar designations in this report refer to Palisade Bio, Inc., a Delaware Corporation, and its subsidiaries. Any reference to “common shares” or “common stock,” refers to the Company's $ 0.01 par value common stock. Any reference to “Series A Preferred Stock” refers to the Company's Series A 4.5% Convertible Preferred Stock. Any reference to “Leading Biosciences, Inc.” or “LBS” refers to the Company’s operations prior to the completion of its merger with Seneca Biopharma, Inc. ("Seneca") on April 27, 2021 (the "Merger"). Any reference herein that refers to pre-clinical studies also refers to nonclinical studies. Description of Business On September 1, 2023, the Company entered into the Giiant License Agreement. Under the terms of the Giiant License Agreement, the Company obtained the rights to develop, manufacture, and commercialize all compounds from Giiant, existing now and in the future, and any product containing or delivering any licensed compound, in any formulation or dosage for all human and non-human therapeutic uses for any and all indications worldwide, including those technologies that are the basis of the Company's lead product candidate, PALI-2108. Pursuant to the terms of the Giiant License Agreement, pre-clinical development PALI-2108 will be jointly undertaken by Giiant and the Company with a portion of development costs being paid by Giiant’s current grants. Upon the first approval of either an IND or CTA, the Company will assume all development, manufacturing, regulatory and commercialization costs. On August 9, 2023, the Company announced that the topline data from its U.S Phase 2 PROFILE study of LB1148 did not meet its primary endpoint. Based on the results of the efficacy and safety value results of the U.S. Phase 2 PROFILE study, the Company terminated the development of LB1148. As a result of the Company entering into the Giiant Licensing Agreement, the Company has significantly reshaped its business into a pre-clinical stage biotechnology company focused on developing and advancing novel therapies for patients living with autoimmune, inflammatory, and fibrotic diseases. The Company is developing PALI-2108 as a therapeutic for patients living with inflammatory bowel disease, including ulcerative colitis and Crohn's disease. 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. As of December 31, 2023, the Company had an accumulated deficit of approximately $ 121.5 million and cash and cash equivalents of approximately $ 12.4 million. 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. Based on the Company’s current working capital, anticipated operating expenses, and anticipated net operating losses, there is substantial doubt about the Company's ability to continue as a going concern for a period of one year following the date that these consolidated financial statements are issued. The consolidated 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. The consolidated 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. Historically, the Company has funded its operations primarily through a combination of debt and equity financings. 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. Refer to Note 6, Stockholders' Equity and Note 13, Subsequent Events, for discussion of the recent financings undertaken by the Company. 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 . |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Dollar amounts contained in these consolidated financial statements are in whole numbers, unless otherwise indicated. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, LBS and Suzhou Neuralstem Biopharmaceutical Co., Ltd. All the entities are consolidated in the Company's consolidated financial statements and all intercompany activity and transactions, if any, have been eliminated . Reverse Stock Split On November 15, 2022, the Company effected a 1-for-50 reverse stock split of its issued and outstanding common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, each of the Company’s shareholders received one new share of common stock for every 50 shares such shareholder held immediately prior to the effective time of the Reverse Stock Split. The Reverse Stock Split affected all the Company’s issued and outstanding shares of common stock equally. The par value and authorized shares of the Company's common stock was not adjusted as a result of the Reverse Stock Split. The Reverse Split also affected the Company’s outstanding stock options, common stock warrants, and other exercisable or convertible securities and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately. Unless otherwise noted, all common stock shares, common stock per share data and shares of common stock underlying convertible preferred stock, stock options and common stock warrants included in these consolidated financial statements, including the exercise price of such equity instruments, as applicable, have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates, judgments, and assumptions that impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the balance sheet, and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to pre-clinical and clinical trial accruals, contingent consideration liabilities, and its derivative financial instruments. 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 is the Company's one reportable segment. 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 December 31, 2023 and December 31, 2022 , the Company held restricted cash of approximately $ 26,000 , in a separate 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 consolidated balance sheets. Deferred Equity Issuance Costs Deferred equity issuance costs consist of the legal, accounting and other direct and incremental costs incurred by the Company related to its equity offerings (refer to Note 13, Subsequent Events) or shelf registration statements. As of December 31, 2023 and December 31, 2022, deferred equity issuance costs of approximately $ 112,000 and $ 114,000 , respectively, were included in prepaid expenses and other current assets in the consolidated balance sheets. These costs will be netted against additional paid-in capital as a cost of the future equity issuances to which they relate. During the year ended December 31, 2023 , the Company netted previously deferred equity issuance costs associated with its shelf registration statement of approximately $ 6,000 against the additional paid-in capital recognized in conjunction with the September 2023 Offering (see Note 6, Stockholders' Equity) . 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 and historically the Company has not experienced any losses in such accounts. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, restricted cash, other current receivables, accounts payable, accrued liabilities, insurance financing debt, liability-classified warrants and contingent consideration obligations. The carrying amounts of financial instruments such as cash and cash equivalents, restricted cash, other current receivables, accounts payable, and accrued liabilities approximate their related fair values due to the short-term nature of these instruments. The Company invests its excess cash in money market funds that are classified as level 1 in the fair value hierarchy defined below, due to their short-term maturity, and measured the fair value based on quoted prices in active markets for identical assets. The carrying value of the Company’s insurance financing debt approximates its fair value due to the market rate of interest, which is based on level 2 inputs. The Company’s derivative financial instruments, consisting of its liability-classified warrants, and its contingent consideration obligation, are carried at fair value based on level 3 inputs as defined below. None of the Company’s non-financial assets or liabilities are recorded at fair value on a nonrecurring basis. The Company follows Accounting Standards Codification ("ASC") 820, 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. 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. Further information on th e fair value of the Company's liability-classified financial warrants can be found at Note 5, Fair Value Measurements. 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 the Monte-Carlo simulation model. Derivative instruments are valued at inception, upon events such as an exercise of the underlying financial instrument, and at subsequent reporting periods. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is reassessed 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. The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and 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 if 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 on the grant date and remeasured at fair value at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant liability within the consolidated statements of operations. If the terms of a common stock warrant previously classified as a liability are amended and pursuant to such amendment meet the requirements to be classified as equity, the common stock warrants are reclassified to equity at the fair value on the date of the amendment and are not subsequently remeasured. Common stock warrants classified as equity are recorded on a relative fair value basis when they are issued with other equity-classified financial instruments . Leases In accordance with ASC 842, Leases , the Company assesses contracts for lease arrangements at inception. Operating right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date equal to the present value of future lease payments using the implicit, if readily available, or incremental borrowing rate based on the information readily available at the commencement date. ROU assets include any lease payments as of commencement and initial direct costs but exclude any lease incentives. Lease and non-lease components are generally accounted for separately and the Company recognizes operating lease expense straight-line over the term of the lease. License Revenue The Company uses the revenue recognition guidance established by ASC 606, Revenue From Contracts With Customers (“ASC 606”). When an agreement falls under the scope of other standards, such as ASC 808, Collaborative Arrangements , the Company will apply the recognition, measurement, presentation, and disclosure guidance in ASC 606 to the performance obligations in the agreements if those performance obligations are with a customer. The Company currently does not have any collaborative arrangements with counterparties that are also considered customers. For arrangements that include amounts to be paid to the Company upon the achievement of certain development milestones of technology licensed by the Company, the Company recognizes such license revenue using the most likely method. At the end of each reporting period, the Company re-evaluates the probability or achievement of any potential milestones and any related constraints, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue in the period of adjustment. Contingent Consideration Obligation Pursuant to the Giiant License Agreement, the Company incurred a contingent consideration obligation consisting of milestone payments, which are recognized as a liability measured at fair value, and ongoing royalty payments of five percent of the adjusted gross proceeds, as defined in the Giiant License Agreement, upon the sales or sublicenses third parties of any products developed from the assets licensed under the Giiant License Agreement (See Note 8, Collaborations and License Agreements). Because the contingent consideration associated with the milestone payments may be settled in shares of the Company's common stock solely at the election of the Company, the Company has determined it should be accounted for under ASC 480 and accordingly the Company has recognized it as a liability measured at its estimated fair value. At the end of each reporting period, the Company re-measures the contingent consideration obligation to its estimated fair value and any resulting change is recognized in research and development expenses in the consolidated statements of operations. The Company has determined that the contingent consideration associated with the royalty payments should be recognized as a liability when they are probable and estimable, in accordance with ASC 450, Contingencies . Research and Development Costs Research and development expenses consist primarily of salaries and other personnel related expenses including stock-based compensation costs, and, to the extent applicable, may include pre-clinical 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. Pursuant to situations whereby the Company performs any research and development or manufacturing activities under a co-development agreement, the Company records the expense reimbursements from the co-development partner as a reduction to research and development expense once the reimbursement amount is approved for payment by the co-development partner. Expense payments made to Giiant pursuant to the terms of the Giiant License Agreement for qualifying development costs are expensed only as the associated research and development costs are incurred or other aspects of the drug development or related activities are achieved. In instances where the expense determined to be recognized exceeds the payments made to the Giiant, the Company recognizes an accrual of joint development expenses. In addition, t here may be instances in which payments made to Giiant will temporarily exceed the level of services provided, which results in a prepayment of the joint development expenses. 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 in the consolidated statements of operations . Income Taxes The Company follows ASC 740, Income Taxes (“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 consolidated 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 The Company’s stock-based compensation expense generally includes service-based restricted stock units (“RSUs”), stock options, and market-based performance RSUs (“PSUs”). The Company accounts for forfeitures as they occur for each type of award as a reduction of expense. Stock-based compensation expense related to service-based RSUs is based on the market value of the underlying stock on the date of grant and the related expense is recognized ratably over the requisite service period, which is usually the vesting period. The Company estimates the fair value of employee and non-employee stock option grants using the Black-Scholes option pricing model. The determination of the fair value of stock-based payment awards on the date of grant using the Black-Scholes option pricing model is affected by the Company's stock price as well as assumptions, which include the expected term of the award, the expected stock price volatility, risk-free interest rate, and expected dividends over the expected term of the award. Stock-based compensation expense represents the cost of the estimated grant date fair value of employee and non-employee stock option grants recognized ratably over the requisite service period of the awards, which is usually the vesting period. For PSUs with vesting subject to market conditions, the fair value of the award is determined at grant date using the Monte Carlo simulation model, and expense is recognized ratably over the derived service period regardless of whether the market condition is satisfied. The Monte Carlo simulation model considers a variety of potential future scenarios under the market condition vesting criteria, including but not limited to share prices for the Company and its peer companies in a selected market index. The Company does not recognize any share-based compensation expense related to conditional RSUs, stock options, or PSUs that are subject to shareholder approval. When and if approval is obtained, the Company recognizes share-based compensation expense related to the conditional equity grants ratably to the vesting of shares over the remaining requisite service period . Basic and Diluted Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, plus potentially dilutive common shares, consisting of stock-based awards and equivalents, and common stock warrants. For purposes of this calculation, stock-based awards and equivalents and common stock warrants are considered to be potential common shares and are only included in the calculation of diluted net loss per common share when their effect is dilutive. The Company's Series A Convertible Preferred Stock and certain of the Company's outstanding common stock warrants contain non-forfeitable rights to dividends with the common stockholders, and therefore are considered to be participating securities. The Series A Convertible Preferred Stock and the common stock 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 if the Company is in a net income position. When in a net income position, diluted net earnings per common share is computed using the more dilutive of the two-class method or the if-converted and treasury stock methods. As the Company was in a net loss position for both years presented, basic and diluted net loss per common share for the years ended December 31, 2023 and December 31, 2022 were calculated under the if-converted and treasury stock methods. For the years ended December 31, 2023 and December 31, 2022, basic and diluted net loss per common share were the same as all common stock equivalents were anti-dilutive for both years. In computing both the basic and diluted net loss available to common stockholders for the years ended December 31, 2023 and December 31, 2022, the Company has deducted the value of the effect of the down round feature on equity classified warrants that was triggered in each year as each was determined to be anti-dilutive. The following table presents the calculation of weighted average shares used to calculate basic and diluted net loss per common share (in thousands, except share and per share amounts): Year Ended December 31, 2023 2022 Basic and diluted net loss per common share: Net loss $ ( 12,300 ) $ ( 14,260 ) Adjustment to record the impact of exercise price reset on outstanding warrants related to down round provisions ( 16 ) ( 288 ) Net loss available to common stockholders - basic and diluted $ ( 12,316 ) $ ( 14,548 ) Weighted average shares used in calculating basic and diluted net loss per common share 6,840,213 880,311 Basic and diluted net loss per common share $ ( 1.80 ) $ ( 16.53 ) The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because their effects would be anti-dilutive: December 31, 2023 2022 Stock options 665,472 43,658 Restricted stock units 425,124 — Warrants for common stock 4,080,876 1,055,672 Series A Convertible Preferred Stock 129 129 Total 5,171,601 1,099,459 Comprehensive Loss Comprehensive 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 loss was the same as its reported net loss for all years presented. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. During the fourth quarter of 2023, the Company reclassified the fair value of the contingent consideration milestone payment obligation associated with the Giiant License Agreement, including transaction related costs, from In-process research and development expenses to Research and development expenses at the consolidated statement of operations, which impacted amounts previously reported for the three and nine months ended September 30, 2023. Amounts reported for the year ended December 31, 2022 were not impacted by this reclassification. Recently Adopted Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update ("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 early adopted this standard on January 1, 2022 and determined that it had no impact on the accounting for its liability-classified warrants as of the date of adoption. 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 adopted this standard as of January 1, 2023 and determined it did not have a material impact on its consolidated financial statements and related disclosures for the year ended December 31, 2023. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures ("ASU 2023-09"), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09. The Company expects any potential impact of ASU 2023-09 to only relate to disclosures with no impact to its results of operations, cash flows, and financial condition. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , ("ASU 2023-07"), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosure requirements included in ASU No. 2023-07 are required for all public entities, including those with a single reportable segment. ASU No. 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company expects any potential impact of ASU 2023-07 to only relate to disclosures with no impact to its results of operations, cash flows, and financial condition. |
Note 3 - Balance Sheet Details
Note 3 - Balance Sheet Details | 12 Months Ended |
Dec. 31, 2023 | |
Notes To Financial Statements [Abstract] | |
Balance Sheet Details | 3. Balance Sheet Details Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2023 2022 Prepaid insurance $ 428 $ 581 Other receivables 148 1,438 Prepaid subscriptions and fees 138 157 Prepaid software licenses 64 54 Deferred equity issuance costs 112 114 Prepaid other 6 6 $ 896 $ 2,350 Other receivables as of December 31, 2022 includes a $ 1.4 million receivable for the cash exercise price of common stock purchase warrants that had been exercised but the cash had not yet been received by the Company as of December 31, 2022. The entire amount of this receivable was received by the Company in January of 2023. There was no such receivable as of December 31, 2023. Other noncurrent assets consisted of the following (in thousands): December 31, 2023 2022 Prepaid insurance, less current portion $ 478 $ 682 Other noncurrent assets 12 12 $ 490 $ 694 Accrued liabilities consisted of the following (in thousands): December 31, 2023 2022 Accrued accounts payable $ 166 $ 69 Accrued clinical trial expenses 20 184 Accrued director stipends 106 141 Accrued severance and benefits (Note 9) 131 180 Accrued joint development expenses (Note 8) 98 — Current portion of contingent consideration obligation (Note 5) 143 — Accrued other 167 — $ 831 $ 574 |
Note 4 - Common Stock Warrants
Note 4 - Common Stock Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Common Stock Warrants | 4. Common Stock Warrants The Company’s outstanding common stock warrants that are classified as equity warrants are included as a component of stockholders' equity based on their relative fair value on their date of issuance. Common stock warrants accounted for as liabilities in accordance with the authoritative accounting guidance are included in noncurrent liabilities. The Company had common stock warrants outstanding of 4,080,876 and 1,055,672 at December 31, 2023 and December 31, 2022, respectively. Of the Company's common stock warrants exercisable at December 31, 2023, (i) 205,201 common stock warrants have an exercise price of $ 0.84 , (ii) 1,012,631 common stock warrants have an exercise price of $ 2.375 , (iii) 2,272,723 common stock warrants have an exercise price of $ 2.64 , (iv) 136,363 common stock warrants have an exercise price of $ 3.30 , (v) 63,158 common stock warrants have an exercise price of $ 2.9668 , (vi) 140,364 common stock warrants have an exercise price of $ 1.05 , and (vii) the remaining 250,436 common stock warrants have a weighted-average exercise price of $ 103.52 . Only the 205,201 common stock warrants outstanding that have an exercise price of $ 0.84 are subject to down round price reset provisions . Liability-Classified Warrants January 2022 Warrants On January 31, 2022, the Company and an investor entered into an agreement to irrevocably waive any adjustment to the exercise price of the Senior Secured Promissory Note Warrants (defined below) and the May 2021 Warrants (defined below) held by the investor from and after January 31, 2022 for the Company's issuances of equity or equity-linked securities at a price below the exercise price of the warrants (the "January 2022 Waiver Agreement"). The waiver of any adjustments to the exercise price of the Senior Secured Promissory Note Warrants and the May 2021 Warrants was considered a modification to those warrants. The modification was determined to have no impact on the valuation of the warrants. As consideration for the foregoing, pursuant to the January 2022 Waiver Agreement, the Company issued the investor additional warrants to purchase shares of the Company’s common stock (the “January 2022 Warrants”). The initial fair value of the January 2022 Warrants was determined to be $ 1.1 million and is included in loss on issuance of warrants in the consolidated statements of operations for the year ended December 31, 2023. The January 2022 Warrants expire five and a half years from the date of issuance, or July 31, 2027. As of December 31, 2023 , the January 2022 Warrants outstanding were exercisable for 45,000 shares of the Company’s common stock at an exercise price of $ 55.00 per common stock warrant. July 2021 Warrants On July 21, 2021, the Company and an investor entered into an agreement to waive certain provisions of the previous Security Purchase Agreement (defined below) (the "July 2021 Waiver Agreement"). As consideration for the July 2021 Waiver Agreement, the Company issued the investor additional warrants to purchase shares of the Company's common stock (the "July 2021 Warrants"). The July 2021 Warrants expire five years from the date of registration of the warrants, or August 19, 2026. As of December 31, 2023 , the July 2021 Warrants outstanding were exercisable for 22,000 shares of the Company’s common stock at an exercise price of $ 181.50 per common stock warrant. Senior Secured Promissory Note Warrants On December 16, 2020, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with an investor pursuant to which, among other things, the Company agreed to issue warrants to purchase shares of the Company’s common stock (“Senior Secured Promissory Note Warrants”). The Senior Secured Promissory Note Warrants expire five years from the date of registration of the warrants, or August 10, 2026. As of December 31, 2023 , the Senior Secured Promissory Note Warrants outstanding were exercisable for 17,177 shares of the Company’s common stock at an exercise price of $ 194.00 per common stock warrant. Equity-Classified Warrants The Company accounts for the majority of its warrants as equity-classified in accordance with ASC 480 and ASC 815. September 2023 Offering In connection with the September 2023 Offering (see Note 6, Stockholders' Equity), on September 11, 2023 the Company issued 140,364 warrants to purchase shares of the Company's common stock to the offering placement agent at an exercise price of $ 1.05 per share and a term of five years and are immediately exercisable from issuance (the "September 2023 Placement Agent Warrants"). The fair value of the September 2023 Placement Agent Warrants was recognized by the Company as an equity issuance cost, which reduced the additional paid-in capital recognized from the September 2023 Offering. The September 2023 Placement Agent Warrants are not subject to any exercise price reset or down round provisions. April 2023 Registered Direct Offering and Private Placement Warrants In connection with the April 2023 Offering (see Note 6, Stockholders' Equity), on April 3, 2023 the Company issued (i) 1,061,164 pre-funded warrants to purchase shares of the Company's common stock at a purchase price of $ 2.6399 , with such warrants having an exercise price of $ 0.0001 per share and a perpetual term, (ii) 2,272,723 warrants to purchase shares of the Company's common stock at an exercise price of $ 2.64 per share and a term of five years from the date of issuance (the "April 2023 Warrants"), and (iii) 136,363 warrants to purchase shares of the Company's common stock to the offering placement agent at an exercise price of $ 3.30 per share and a term of five years . As of December 31, 2023, all of the pre-funded warrants issued with the April 2023 Offering have been exercised for shares of the Company's common stock. None of the warrants issued with the April 2023 Offering are subject to any exercise price reset or down round provisions. January 2023 Registered Direct Offering and Private Placement Warrants In connection with the January 2023 Offering (see Note 6, Stockholders' Equity), on January 4, 2023 the Company issued (i) 37,000 pre-funded warrants to purchase shares of the Company's common stock at a purchase price of $ 2.3749 per warrant, with such warrants having an exercise price of $ 0.0001 per warrant and a perpetual term (ii) 538,789 pre-funded warrants to purchase shares of the Company's common stock at a purchase price of $ 2.3749 per warrant, with such warrants having an exercise price of $ 0.0001 per warrant and a perpetual term; (iii) 1,052,631 warrants to purchase shares of the Company's common stock at an exercise price of $ 2.375 per share and a term of five years (the "January 2023 Warrants"), and (iv) 63,158 warrants to purchase shares of the Company's common stock to the offering placement agent at an exercise price of $ 2.9688 per share and a term of five years . As of December 31, 2023 , all of the pre-funded warrants issued with the January 2023 Offering have been exercised for shares of the Company's common stock and 40,000 warrants issued with the January 2023 Offering have been exercised for shares of the Company's common stock. None of the warrants issued with the January 2023 Offering are subject to any exercise price reset or down round provisions. August 2022 Offering Warrants In connection with the August 2022 Offering (see Note 6, Stockholders' Equity) , on August 16, 2022 the Company issued warrants exercisable for 1,104,000 shares of the Company's common stock that expired one year from the date of issuance (the "Series 1 Warrants") and warrants exercisable for 1,104,000 shares of the Company's common stock that expire five years from the date of issuance (the "Series 2 Warrants"). Both the Series 1 Warrants and the Series 2 Warrants became exercisable beginning on the date of stockholder approval of the exercisability of the warrants, which was received on October 6, 2022. The original exercise price of the Series 1 Warrants and Series 2 Warrants was $ 12.50 . Per the terms of the underlying warrant agreements, the exercise price of the Series 1 Warrants and Series 2 Warrants was adjusted to $ 2.81 , based upon the five day volume weighted average price of the Company's common stock immediately following the effective date of the Reverse Stock Split. Concurrent with the August 2022 Offering, the Company issued the underwriter warrants to purchase 66,240 shares of the Company's common stock at an exercise price of $ 15.63 (the "Underwriter Warrants"). The Underwriter Warrants expire five years from the date of issuance. The exercise price of the Series 1 Warrants and Series 2 Warrants can be further adjusted in the event of issuances of the Company's common stock at a price lower than the exercise price of the Series 1 Warrants and Series 2 Warrants then in effect (the “Down Round Feature”). During the year ended December 31, 2022 , the Down Round Feature was triggered due to the December 30, 2022 announcement of the January 2023 Offering (See Note 6) (the "December 2022 Down Round"). As a result of the triggering of the December 2022 Down Round, the exercise price of any outstanding Series 1 Warrants or Series 2 Warrants was adjusted down to $ 2.38 , which represents the price per share of the equity being offered in the January 2023 Offering. During the year ended December 31, 2023 , the Down Round Feature was again triggered on 205,201 of the Company's outstanding equity-classified Series 2 Warrants due to the September 7, 2023 announcement of the September 2023 Offering (See Note 6) (the "September 2023 Down Round"). As a result of the triggering of the September 2023 Down Round, the exercise price of any outstanding Series 2 warrants including the Down Round Feature was adjusted down to $ 0.84 , which represents the price per share of the equity being offered in September 2023 Offering. None of the Series 1 Warrants were impacted by September 2023 Down Round as all had expired. As of December 31, 2023 , Series 2 Warrants outstanding were exercisable for 205,201 shares of the Company’s common stock, each at an exercise price of $ 0.84 . All of the Underwriter Warrants are outstanding as of December 31, 2023 at an exercise price of $ 15.63 , and are not subject to any exercise price reset or down round provisions. The Company calculated the value of the effect of Down Round Feature in both the December 2022 Down Round and the September 2023 Down Round as the difference between the fair of the warrants impacted, using a Monte Carlo valuation model, immediately before and immediately after the Down Round Feature was triggered using the existing exercise price and the new exercise price. The difference in fair value of the effect of the December 2022 Down Round of $ 288,000 and was recognized as a deduction from the loss available to common shareholders for the year ended December 31, 2022. The difference in fair value of the effect of the September 2023 Down Round of $ 16,000 and was recognized as a deduction from the loss available to common shareholders the year ended December 31, 2023 . The exercise price of any outstanding Series 2 warrants subject to down round price reset provisions will continue to be adjusted in the event the Company issues additional shares of common stock below the current exercise price, in accordance with the terms of the warrants. Only 205,201 common stock warrants outstanding as of December 31, 2023 are subject to down round price reset provisions. May 2022 Registered Direct Offering Warrants In connection with the May 2022 Offering (see Note 6, Stockholders' Equity) , on May 10, 2022 the Company issued the warrants to purchase 72,935 shares of the Company's common stock at an exercise price of $ 35.53 (the "May 2022 Warrants"). The May 2022 Warrants were not exercisable until six months following the date of issuance and expire five and a half years from the date of issuance. Concurrently, the Company issued common stock warrants to purchase 4,376 shares of the Company's common stock at an exercise price of $ 35.53 to the offering placement agent (the "May 2022 Placement Agent Warrants"). The May 2022 Placement Agent Warrants are not exercisable until six months following the date of issuance and expire five years from the date of issuance. None of the warrants issued with the May 2022 Offering are subject to any exercise price reset or down round provisions. The following table summarizes all common stock warrant activity for the year ended December 31, 2023: Number of Weighted Weighted Warrants outstanding, December 31, 2022 1,055,672 $ 26.48 3.32 Granted 5,302,192 1.75 4.64 Exercised ( 2,203,993 ) 0.61 0.73 Forfeited, expired or cancelled ( 72,995 ) 4.86 — Warrants outstanding, December 31, 2023 4,080,876 8.63 4.12 For the years ended December 31, 2023 and 2022 , the Company received gross cash proceeds of approximately $ 2.8 million and approximately $ 2.3 million, respectively, from exercises of common stock warrants. Of the gross cash proceeds received for the year ended December 31, 2023 , $ 1.4 million related to common stock warrants exercised on December 30, 2022 for which the related cash exercise price was receivable to the Company as of December 31, 2022. The related cash payment was received by the Company in January 2023. On January 30, 2024, the Company entered into warrant inducement agreements with certain accredited and institutional holders, which resulted in the exercise of an aggregate of 3,422,286 of the Company's equity-classified warrants outstanding as of December 31, 2023. Refer to Note 13, Subsequent Events, for further details. |
Note 5 - Fair Value Measurement
Note 5 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Contingent Consideration Obligations Pursuant to the Giiant License Agreement entered into on September 1, 2023, the Company incurred a contingent consideration obligation related to future milestone payments. The Company has an obligation to make contingent consideration payments to Giiant, in either cash or shares of the Company’s common stock solely at the Company’s election, upon the achievement of development milestones (as set forth in the Giiant License Agreement). Because the contingent consideration may be settled in shares of the Company's common stock, the Company has determined it should be accounted for under ASC 480, Distinguishing Liabilities from Equity , and accordingly has recognized it as a liability measured at its estimated fair value. At the end of each reporting period, the Company re-measures the contingent consideration obligation to its estimated fair value and any resulting change is recognized in research and development expenses in the consolidated statements of operations. The fair value of the contingent consideration obligation is determined using a probability-based model that estimates the likelihood of success in achieving each of the defined milestones which is then discounted to present value using the Company's incremental borrowing rate. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. The significant assumptions used in the calculation of the fair value as of December 31, 2023 included a discount rate of 13.5 % and management's updated projections of the likelihood of success in achieving each of the defined milestones based on reputable, published industry data. As of September 1, 2023, the date the contingent consideration obligation was incurred, the initial fair value of the liability was determined to be approximately $ 0.2 million. The following table summarizes the activity of the Company’s Level 3 contingent consideration obligations, which are fair valued on a recurring basis (in thousands): Year Ended Contingent Consideration Obligations December 31, 2023 Fair value at beginning of year $ — Initial fair value at the original issuance date 212 Change in fair value during the year ( 8 ) Fair value at end of year $ 204 As of December 31, 2023, approximately $ 143,000 of the contingent consideration obligation was recognized in accrued liabilities at the consolidated balance sheet as it is expected to be settled within one-year of the balance sheet date. The remaining amount of the contingent consideration liability of approximately $ 61,000 was recognized as a noncurrent liability in the consolidated balance sheet as of December 31, 2023 . The initial fair value of the contingent consideration liability of $ 0.2 million, transaction-related costs of approximately $ 0.1 million, and the change in the fair value of the contingent consideration liability for the year ended December 31, 2023 is recognized in research and development expenses in the consolidated statements of operations. Liability-Classified Warrants The Company has issued warrants that are accounted for as liabilities based upon the guidance of with ASC 480 and ASC 815. Estimating fair values of liability-classified 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. Changes in fair value of the liability-classified warrants are recognized as a component of other income in the consolidated statement of operations. As of December 31, 2023, the fair value of the Company's liability-classified warrants outstanding was determined using a Black-Scholes option pricing model valuation model to be insignificant due to the low market price of the Company's stock at the date of valuation relative to the exercise price of the underlying warrants outstanding. The following table summarizes the activity of the Company’s Level 3 liability-classified warrants, which are fair valued on a recurring basis (in thousands): Year Ended December 31, Warrant Liabilities 2023 2022 Fair value at beginning of year $ 61 $ 2,651 Initial fair value at the original issuance date — 1,110 Change in fair value during the period ( 59 ) ( 2,426 ) Fair value of liability classified warrants exercised — ( 1,274 ) Fair value at end of year $ 2 $ 61 |
Note 6 - Stockholders' Equity
Note 6 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Classes of Stock Common Stock As of December 31, 2023, the Company was authorized to issue 280,000,000 shares of $ 0.01 par value common stock. Each share of common stock entitles the holder thereof to one vote on each matter submitted to a vote at a meeting of stockholders. On November 15, 2022, the Company effected the Reverse Stock Split. Accordingly, each of the Company’s shareholders received one new share of the Company's common stock for every 50 shares of the Company's common stock such shareholder held immediately prior to the effective time of the Reverse Stock Split. The Reverse Stock Split affected all of the Company’s issued and outstanding shares of the Company's common stock equally. The Reverse Stock Split also affected the Company’s outstanding stock options, warrants and other exercisable or convertible securities and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. No fractional shares were issued as a result of the Reverse Stock Split with any fractional shares that would have otherwise resulted from the Reverse Stock Split paid in cash, at an amount equal to the resulting fractional interest in one share of the Company's common stock to which the shareholder would otherwise be entitled, multiplied by the closing trading price of the Company's common stock on November 15, 2022. The amount of cash paid for fractional shares was insignificant. As a result of the Reverse Stock Split, the number of issued and outstanding shares of the Company's common stock was adjusted from 77,080,169 shares to approximately 1,541,508 shares. Each share of the Company's common stock entitles the holder thereof to one vote on each matter submitted to a vote at a meeting of stockholders. Preferred Stock As of December 31, 2023, the Company was authorized to issue 7,000,000 shares of $ 0.01 par value preferred stock of which 1,000,000 shares have been designated as Series A 4.5% Convertible Preferred Stock ("Series A Convertible Preferred Stock") and 200,000 of which are issued and outstanding . As of December 31, 2023 , the Company's Series A Convertible Preferred Stock issued in the amount of 200,000 preferred stock shares is convertible into 129 shares of common stock. In connection with the August 2022 Offering (see below), the Company's Board of Directors ("Board") designated 1,460 shares of the Company's preferred stock as $ 0.01 par value Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock will be convertible at any time at the holder’s option into one share of the Company's common stock, which conversion ratio will be subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations. Subject to certain limitations, if the volume weighted average price of the Company's stock during any 30 consecutive trading day period exceeds 300 % of the conversion price, the average daily dollar trading volume for such 30 consecutive trading period $ 500,000 per trading day and the holder is not in possession of any material non-public information, the Company may force each holder of Series B Convertible Preferred Stock to convert all of their shares of Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock carries no voting rights and is not eligible for any dividends paid by the Company on shares of the Company's common stock, other than dividends in the form of the Company's common stock. The Series B Convertible Preferred Stock was classified as permanent equity as of the date of issuance, in accordance with authoritative guidance of ASC 480-10-S99 for the classification and measurement of potentially redeemable securities. As of December 31, 2022, all of the shares of the Series B Convertible Preferred stock issued in connection with the August 2022 Offering (see below) have been converted into shares of the Company's common stock and there were no shares of the Series B Convertible Preferred Stock issued or outstanding. September 2023 Offering On September 7, 2023, the Company entered into securities purchase agreements with certain institutional investors, pursuant to which the Company agreed to sell and issue in a registered direct offering an aggregate of 2,339,398 shares of the Company’s common stock, par value $ 0.01 per share, at a purchase price per share of $ 0.84 (the “September 2023 Offering”). The shares of the Company's common stock offered in the September 2023 Offering were offered and sold by the Company pursuant to a shelf registration statement on Form S-3, including a base prospectus, previously filed with and declared effective by the SEC on April 26, 2022. The September 2023 Offering closed on September 11, 2023. Gross cash proceeds from the September 2023 Offering were approximately $ 2.0 million and net cash proceeds were approximately $ 1.7 million after deducting cash equity issuance costs of approximately $ 0.3 million, which excludes the grant date fair value of the September 2023 Placement Agent Warrants of approximately $ 0.1 million. The fair value of the September 2023 Placement Agent Warrants was recognized by the Company as an equity issuance cost. April 2023 Registered Direct Offering and Private Placement On April 3, 2023, the Company entered into securities purchase agreements with certain institutional and accredited investors pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “April 2023 Registered Offering”), an aggregate of 756,317 shares of the Company's common stock, at a purchase price per share of $ 2.64 . Additionally, in a concurrent private placement, the Company also agreed to sell and issue to such purchasers, an aggregate of (i) 455,242 unregistered shares of the Company's common stock, at a purchase price per share of $ 2.64 , (ii) 1,061,164 prefunded warrants to purchase shares of the Company's common stock at a purchase price of $ 2.6399 per prefunded warrant, with such warrants having an exercise price of $ 0.0001 per share and a perpetual term; and (iii) 2,272,723 common stock warrants to purchase shares of the Company's common stock at an exercise price of $ 2.64 per share and a term of five years from the date of issuance (the “April 2023 Private Placement”) (collectively, April 2023 Registered Offering and April 2023 Private Placement are referred to as the “April 2023 Offering”). All of the warrants issued in the April 2023 Offering are immediately exercisable from their date of issuance. Pursuant to a placement agency agreement dated as of April 3, 2023, the Company engaged Ladenburg Thalmann & Co. Inc. (the “April 2023 Placement Agent”) , to act as the exclusive placement agent in connection with the April 2023 Offering. The Company issued warrants to the April 2023 Placement Agent to purchase an aggregate of 136,363 shares of the Company's common stock (the "April 2023 Offering Placement Agent Warrants"). The April 2023 Offering Placement Agent Warrants have an exercise price of $ 3.30 per share and a term of five years and are immediately exercisable from their date of issuance. The fair value of the April 2023 Offering Placement Agent Warrants was recognized by the Company as an equity issuance cost which reduced the additional paid-in capital recognized from the April 2023 Offering. Gross cash proceeds from the April 2023 Offering were approximately $ 6.0 million and net cash proceeds were approximately $ 5.3 million after deducting cash equity issuance costs of approximately $ 0.7 million, which excludes the grant date fair value of the April 2023 Placement Agent Warrants of approximately $ 0.2 million. January 2023 Registered Direct Offering and Private Placement On January 4, 2023, the Company closed on an agreement with certain institutional and accredited investors pursuant to which it agreed to sell and issue, in a registered direct offering (the “January 2023 Registered Offering”), an aggregate of (i) 476,842 shares of the Company's common stock, par value $ 0.01 per share, at a purchase price per share of $ 2.375 , and (ii) 37,000 pre-funded warrants to purchase shares of the Company's common stock at a purchase price of $ 2.3749 , with such warrants having an exercise price of $ 0.0001 per share and a perpetual term. Additionally, in a concurrent private placement, the Company also agreed to sell and issue to such purchasers, an aggregate of (i) 538,789 pre-funded warrants to purchase shares of the Company's common stock at a purchase price of $ 2.3749 , with such warrants having an exercise price of $ 0.0001 per share and a perpetual term; and (ii) 1,052,631 warrants to purchase shares of the Company's common stock at an exercise price of $ 2.375 per share and a term of five years from the date of issuance (the "January 2023 Private Placement") (collectively, the January 2023 Registered Offering and the January 2023 Private Placement are referred to as the “January 2023 Offering”). All the warrants issued in the January 2023 Offering are immediately exercisable from their date of issuance. Pursuant to a placement agency agreement dated as of December 30, 2022, the Company engaged Ladenburg Thalmann & Co. Inc. (the “January 2023 Placement Agent”), to act as the exclusive placement agent in connection with the January 2023 Offering. The Company issued warrants to the January 2023 Placement Agent to purchase an aggregate of 63,158 shares of the Company's common stock (the "January 2023 Placement Agent Warrants"). The January 2023 Placement Agent Warrants have an exercise price of $ 2.9688 per share and a term of five years . The January 2023 Placement Agent Warrants are immediately exercisable from issuance. The fair value of the January 2023 Placement Agent Warrants was recognized by the Company as an equity issuance cost, which reduced the additional paid-in capital recognized from the January 2023 Offering. Gross cash proceeds from the January 2023 Offering were approximately $ 2.5 million and net cash proceeds were approximately $ 2.2 million after deducting cash equity issuance costs of approximately $ 0.3 million, which excludes the grant date fair value of the January 2023 Placement Agent Warrants of approximately $ 0.2 million. August 2022 Offering On August 16, 2022, the Company closed on a registered public offering pursuant to which the Company agreed to issue and sell (i) 987,200 shares of the Company's common stock, par value $ 0.01 per share, (ii) 1,460 shares of Series B Convertible Preferred Stock, of which each share is convertible into 80 shares of the Company's common stock, (iii) 1,104,000 Series 1 warrants with a term of one year from the date of issuance (“Series 1 Warrant”) to purchase one share of the Company's common stock, and (iv) 1,104,000 Series 2 warrants with a term of five years from the date of issuance (“Series 2 Warrant”) to purchase one share of the Company's common stock (the "August 2022 Offering"). The warrants became exercisable beginning on the date of stockholder approval of the exercisability of the warrants, which was received on October 6, 2022. Gross proceeds from the August 2022 Offering, including the full exercise of the underwriter overallotment option, were $ 13.8 million and net proceeds were approximately $ 11.5 million after deducting equity issuance costs of $ 2.3 million, which includes the underwriter discount, professional fees, and the fair value of the warrants issued to the underwriter of the August 2022 Offering, Ladenburg Thalmann & Co. Inc. All shares of the Series B Convertible Preferred Stock have been converted into shares of the Company's common stock, and any remaining, unexercised Series 1 Warrants have expired as of December 31, 2023. May 2022 Registered Direct Offering On May 6, 2022, the Company entered into securities purchase agreements with certain investors pursuant to which it agreed to sell and issue, in a registered direct offering (the “May 2022 Offering”), an aggregate of 72,935 shar es of its common stock, par value $ 0.01 per share, and, in a concurrent private placement, also agreed to sell and issue to such purchasers warrants (the “May 2022 Purchase Warrants”) to purchase up to 72,935 shares of the Company's common stock. In connection with the May 2022 Offering and concurrent private placement transaction, the Company engaged a placement agent. The Company issued placement agent warrants (“May 2022 Placement Agent Warrants”) to purchase an aggregate of 4,376 sh ares of its common stock. The May 2022 Placement Agent Warrants and the May 2022 Purchase Warrants are referred to collectively as the May 2022 Warrants. The net proceeds from the May 2022 Offering of $ 1.4 million consisted of gross proceeds of $ 2.0 million less equity issuance costs of approximately $ 0.6 million. The fair value of the May 2022 Placement Agent Warrants was recognized as an equity issuance cost. The shares of common stock (but not the warrants or the shares of common stock underlying such warrants) offered in the May 2022 Offering were offered and sold by the Company pursuant to a shelf registration statement on Form S-3, including a base prospectus, previously filed with and declared effective by the SEC on April 26, 2022. |
Note 7 - Equity Incentive Plans
Note 7 - Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Equity Incentive Plans | 7. Equity Incentive Plans In 2013, LBS adopted the 2013 Employee, Director, and Consultant Equity Incentive Plan, (as amended and restated, the “2013 Plan”). No further awards will be made under the 2013 Plan. In April 2021, the Company’s shareholders approved the Palisade Bio, Inc. 2021 Equity Incentive Plan (the “2021 EIP Plan”). In June 2023, the Company's shareholders approved amendments to the 2021 EIP Plan to increase (i) the number of shares of common stock issuable under the plan by 708,072 shares and (ii) the annual evergreen share increase amount from 4 % to 7.5 % of the outstanding shares of common stock on January 1 of each year. As of December 31, 2023 , there were 4,947 shares of the Company's common stock reserved for future issuance as equity-based awards under the 2021 EIP Plan, which excludes a total of 144,160 shares of the Company's common stock issuable upon exercise of outstanding stock options and outstanding restricted stock units that were conditionally granted to the Company's Chief Executive Officer and Chief Medical Officer on November 21, 2023 subject to sufficient shares being available under the 2021 EIP Plan, as well as any subsequent evergreen share increases in the number of shares of common stock reserved for issuance under the 2021 EIP Plan. Also in April 2021, the Company's shareholder approved the Palisade Bio, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP"). In June 2023, the Company's shareholders approved amendments to the 2021 ESPP to increase (i) the number of shares of common stock authorized under the plan by 109,944 shares and (ii) the annual evergreen share increase amount from 1 % to 2.5 % of the outstanding shares of common stock on January 1 of each year. All employees are eligible to participate in the 2021 ESPP while employed by the Company. The 2021 ESPP permits eligible employees to purchase common stock through payroll deductions, which may not exceed $ 25,000 or 10,000 shares of the Company's shares of common stock each offering period, as defined in the 2021 ESPP, at a price equal to 85 % of the fair value of the Company's common stock at the beginning or end of the offering period, whichever is lower. The 2021 ESPP is intended to qualify under Section 423 of the Internal Revenue Code. The first offering period under the plan commenced on July 1, 2023 and ended on November 20, 2023, at which time a second 6-month offering period commenced. As of December 31, 2023 , there have been 33,676 shares of the Company's common stock issued under the 2021 ESPP. As of December 31, 2023, there were 110,871 shares of the Company's common stock reserved for future issuance under the 2021 ESPP, which excludes any subsequent evergreen share increases in the number of shares of common stock reserved for future issuance under the 2021 ESPP. The Company estimates the fair value of grants from the 2021 ESPP on their grant date using the Black-Scholes option pricing model. The estimated fair value of the grants from the 2021 ESPP are amortized on a straight-line basis over the requisite service period of the grants. The Company reviews, and when deemed appropriate, updates the assumptions used on a periodic basis. The Company utilizes its estimated volatility in the Black-Scholes option pricing model to determine the fair value of 2021 ESPP grants. Compensation expense associated with the 2021 ESPP for the year ended December 31, 2023 was approximate ly $ 18,000 . In November 2021, the Company's compensation committee of the Company's Board adopted the Palisade Bio, Inc. 2021 Inducement Award Plan (the "2021 Inducement Plan"). The 2021 Inducement Plan was adopted in order to grant equity-based awards to individuals not previously employed by the Company, as an inducement to join the Company. On August 7, 2023, the Company's compensation committee of the Board approved an increase in the shares of the Company's common stock authorized and available for issuance to 1,000,000 shares. As of December 31, 2023 , there were 863,214 shares of the Company's common stock reserved for future issuance as equity-based awards under the 2021 Inducement Plan. Stock Options The Company believes that stock options align the interests of its employees and directors with the interests of its stockholders. Stock option awards are generally granted with an exercise price equal to the market price of Company’s stock at the date the grants are awarded and a term as determined by the Company's Board but generally not to exceed ten-years. Stock option awards to employees vest in equal proportions each quarter over three years and stock option awards to directors of the Company's Board cliff vest after a period of one year. Vesting could be accelerated in the event of retirement, disability, or death of a participant, or change in control of the Company, as defined in the individual stock option agreements or employment agreements. Stock-based awards are valued as of the measurement date, which is the grant date, and are generally amortized on a straight-line basis over the requisite vesting period for all awards. The Company's equity incentive plans allow for the issuance of both incentive stock options and non-statutory stock options. The fair value of options granted during the years ended December 31, 2023 and December 31, 2022 is estimated as of the grant date using the Black-Scholes option pricing model using the assumptions in the following table: Year Ended December 31, 2023 2022 Weighted-average exercise price per share $ 1.39 $ 40.32 Weighted-average expected term (years) 5.66 5.81 Weighted-average risk-free interest rate 4.08 % 2.30 % Weighted-average expected dividend yield — — Weighted-average volatility 78.35 % 73.66 % 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. The following table summarizes stock option activity and related information under the 2013 Plan, the 2021 EIP Plan and the 2021 Inducement Plan for the year ended December 31, 2023: Number of Weighted Weighted Aggregate Outstanding at December 31, 2022 43,658 $ 311.74 6.08 $ — Granted 669,180 1.39 9.57 — Exercised — — — — Forfeited, expired or cancelled ( 47,366 ) 57.98 — — Outstanding at December 31, 2023 665,472 17.60 9.37 1 Vested and expected to vest at December 31, 2023 665,472 17.60 9.37 1 Exercisable at December 31, 2023 97,981 108.57 8.18 — Included in the stock options granted for the year ended December 31, 2023 are a total of 78,160 stock options that were conditionally granted to the Company's Chief Executive Officer and Chief Medical Officer on November 21, 2023, subject to sufficient shares being available under the 2021 EIP Plan, which occurred upon the annual evergreen share increase on January 1, 2024. The weighted-average grant date fair value of options granted during the years ended December 31, 2023 and December 31, 2022 was $ 0.82 per share and $ 26.15 per share, respectively. The fair value of the options vested during each the years ended December 31, 2023 and December 31, 2022 was approximately $ 0.3 million and $ 1.0 million, respectively. Restricted Stock Units During the year ended December 31, 2023, the Company granted RSUs to employees under the 2021 EIP Plan and 2021 Inducement Plan. The RSUs generally vest proportionally each quarter over a term of one or three years. The following table summarizes RSU activity and related information under the 2021 EIP Plan and the 2021 Inducement Plan for the year ended December 31, 2023: Number of Weighted Weighted Non-vested at December 31, 2022 — $ — — Granted 445,742 1.35 — Vested ( 61,120 ) 2.33 — Forfeited ( 21,698 ) 1.88 — Non-vested at December 31, 2023 362,924 1.15 2.17 Included in the RSUs granted for the year ended December 31, 2023 are a total of 66,000 RSUs that were conditionally granted to the Company's Chief Executive Officer and Chief Medical Officer on November 21, 2023, subject to sufficient shares being available under the 2021 EIP Plan, which occurred upon the annual evergreen share increase on January 1, 2024. The fair value of the RSUs vested during the year ended December 31, 2023 was approximately $ 70,000 . Performance Based Stock Units On February 6, 2023, the Company granted to certain members of management a total of 68,700 market-based PSUs, which vest (a) 50 % when the volume weighted average price of the Company’s common stock over 20 consecutive trading days is $ 3.20 or greater ("vesting Tranche 1"), and (b) 50 % when such volume weighted average price of the Company’s common stock over 20 consecutive trading days is $ 4.25 or greater ("vesting Tranche 2"). The PSUs were conditional subject to shareholder approval, which such approval was received at the Company's annual shareholder meeting held on June 8, 2023. The fair value of each of the market-based vesting tranches of the PSUs was determined using a Monte Carlo simulation model that considered a variety of potential share prices for the Company's common stock. The weighted-average grant date fair value per share of vesting Tranche 1 and vesting Tranche 2 of the PSUs was $ 1.50 per award share and $ 1.47 per award share, respectively, and was determined using the following key assumptions: (i) a risk-free interest rate of 3.74 %, (ii) expected stock price volatility of 76.6 %, (iii) a cost of equity of 27.99 %, and (iv) an expected contractual life of 9.66 years. As shareholder approval of the PSUs was received, the Company is recognizing the share-based compensation expense associated with the PSUs ratably over the derived service period of 1.75 years for vesting Tranche 1 and 2.48 years for vesting Tranche 2, regardless of whether the market condition for vesting is satisfied. None of the PSUs vested during the year ended December 31, 2023 and 6,500 PSUs were forfeited during the year. As of December 31, 2023, a total of 62,200 PSUs remain unvested and outstanding. Share-Based Compensation Expense On February 6, 2023, the Company granted to certain members of management a total of 81,500 stock options and 59,500 RSUs that were conditional subject to shareholder approval (the "Conditional Equity Awards"), which such approval was received at the Company's annual shareholder meeting held on June 8, 2023. Accordingly, the Company began to recognize share-based compensation expense related to the Conditional Equity Awards during the year ended December 31, 2023 ratably to the vesting of the awards. The allocation of stock-based compensation for all stock awards is as follows (in thousands): Year Ended December 31, 2023 2022 Research and development expense $ 240 $ 182 General and administrative expense 366 850 Total $ 606 $ 1,032 As of December 31, 2023 , the unrecognized compensation cost related to outstanding options was $ 0.6 million, which is expected to be recognized over a weighted-average period of approximately 1.80 years and the unrecognized compensation cost related to outstanding service-based and performance-based RSUs was $ 0.4 million, which is expected to be recognized over a weighted average period of approximately 2.08 years. |
Note 8 - Collaborations and Lic
Note 8 - Collaborations and License Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Collaborations and License Agreements | 8. Collaborations and License Agreements Research Collaboration and License Agreement with Giiant On September 1, 2023 (the “Effective Date”), the Company entered into the Giiant License Agreement whereby the Company has received an exclusive, worldwide license (with the right to sublicense in multiple tiers) to develop, manufacture, and commercialize substantially all of the assets of Giiant, including: (i) the PALI-2108 (formerly GT-2108) compound, and (ii) the PALI-1908 (formerly GT-1908) compound and the associated intellectual property around each of the foregoing (the “Giiant Licensed Assets”). The Giiant License Agreement has a perpetual term. Pursuant to the Giiant License Agreement, the Company and Giiant have established a joint development committee (“JDC”), consisting of one Giiant appointee and two Company appointees. The JDC will be responsible for: (i) overseeing the day-to-day development of the Giiant Licensed Assets through Proof of Concept (as defined below), and (ii) creation and implementation of the development plan and development budget for such development (the “Giiant Development Plan”) and any amendments or updates thereto. Prior to receiving regulatory approval to commence a Phase 1 clinical trial (as such term is defined in the Giiant License Agreement) (the “Proof of Concept”), each of the Company and Giiant shall be solely responsible for all costs and expenses incurred by such party for the joint development of the Giiant Licensed Assets, except as set forth in the Giiant Development Plan. Prior to reaching the Proof of Concept, the Company will reimburse or advance Giiant up to an amount in the low seven-digit range for costs and expenses incurred by them, subject to increase upon unanimous consent of all members of the JDC, and provided that the costs and expenses are included in the Giiant Development Plan budget and are approved by the JDC. Upon reaching the Proof of Concept, the Company will be solely responsible for all costs and expenses incurred for the development, manufacturing, regulatory and commercialization of the Giiant Licensed Assets. For the year ended December 31, 2023 , the Company has recognized expenses related to the joint development plan with Giiant in the amount of approximately $ 0.7 million, which are included in research and development expenses in the consolidated statements of operations. At December 31, 2023 , the Company has accrued joint development expenses of approximately $ 98,000 in Accrued expenses at the consolidated balance sheets. As consideration for the Giiant Licensed Assets, the Company will (i) make payments between the mid six-digit range and low seven-digit range upon the achievement of development milestones (as set forth in the Giiant License Agreement), in either cash or shares of the Company’s common stock, at the Company’s election (“ Giiant Milestone Payments”), and (ii) pay ongoing royalty payments of five percent of the adjusted gross proceeds, as defined in the Giiant License Agreement, upon the sales or sublicenses of any products developed from the Giiant Licensed Assets to third parties (“Giiant Royalty Payments”) (collectively, the Giiant Milestone Payments and the Giiant Royalty Payments are referred to as the “Giiant License Payments”). The Giiant License Payments are subject to a maximum payment cap in the very low eight-digit range, which will be increased or decreased on a dollar-for-dollar basis based on a formula related to the aggregate of development costs incurred by the parties (“Payment Cap”). The Company made no Giiant License Payments since the commencement of the Giiant License Agreement. In the event that Giiant desires to sell or assign any rights to receive the Giiant License Payments, it will be required to notify the Company of such offer or proposal (“Offer Notice”). The Company will then have a right of first refusal for thirty days from the receipt of such Offer Notice, to acquire the rights and obligations contained in such Offer Notice on the same terms. The Company may unilaterally terminate the Giiant License Agreement for: (i) convenience ("Company Convenience Termination"), (ii) the failure to achieve Proof of Concept within eighteen months of September 1, 2023, subject to extension upon the occurrence of certain event (“Proof-of-Concept Termination”), or (iii) a material breach by Giiant, that is not cured within ninety days of written notice (“Giiant Material Breach Termination”). In the event of a Company Convenience Termination, the Giiant License Agreement will be terminated and Giiant will retain unencumbered ownership of the Giiant Licensed Assets and no further License Payments will be required of the Company. In the event of a Proof-of-Concept Termination or Giiant Material Breach Termination, the Company may elect to terminate the Giiant License Agreement. In such instance, the Company will remain obligated to continue making the Giiant License Payments, if any, if and when they become due. Giiant may unilaterally terminate the Giiant License Agreement only for a material breach by Company that is not cured within ninety days of written notice (“Company Material Breach Termination”) provided however that upon the Payment Cap being achieved, that right will terminate and the Giiant License Agreement will become perpetual. In the event of a Company Material Breach Termination, the Giiant License Agreement, including the License will be terminated and Giiant will retain unencumbered ownership of the Giiant Licensed Assets, including any improvements made up until such termination and the Company will be under no further obligations. Co-Development and Distribution Agreement with Newsoara LBS entered into a co-development and distribution agreement with Newsoara, a joint venture established with Biolead Medical Technology Limited, as amended, (the “Newsoara Co-Development Agreement”). Pursuant to the Newsoara Co-Development Agreement (and subsequent assignment agreement), LBS granted or licensed Newsoara an exclusive right under certain patents to develop, use, sell, offer to sell, import, and otherwise commercialize licensed products (the “Newsoara Licensed Products”) for any and all indications in the People’s Republic of China, including the regions of Hong Kong and Macao, but excluding Taiwan (the “Territory”). The Newsoara Licensed Products only include the drug asset referred to as LB1148. The right includes the right to grant sublicenses to third parties, subject to LBS’ written consent, provided that both parties agreed that Newsoara would be permitted to use a certain partner for development purposes. The Newsoara Co-Development Agreement obligates Newsoara to initially use LBS as the exclusive supplier for all Newsoara’s requirements for Newsoara Licensed Products in the Territory. During the term of the Newsoara Co-Development Agreement, Newsoara may request to manufacture the Newsoara Licensed Products in the Territory, subject to satisfying certain conditions to LBS' reasonable satisfaction. LBS is obligated to approve Newsoara manufacturing rights without undue refusal or delay. Where the Company performs any research and development or manufacturing activities under the Newsoara Co-Development Agreement, the Company records the expense reimbursement from Newsoara as a reduction to research and development expense. In consideration of the rights granted to Newsoara under the Newsoara Co-Development Agreement, Newsoara paid LBS a one-time upfront fee of $ 1.0 million. In addition, Newsoara is obligated to make (i) payments of up to $ 6.75 million in the aggregate upon achievement of certain regulatory and commercial milestones, (ii) payments in the low six-digit range per licensed product upon achievement of a regulatory milestone, and (iii) tiered royalty payments ranging from the mid-single-digit to low-double-digit percentage range on annual net sales of Licensed Products, subject to adjustment to the royalty percentage in certain events, including a change of control, the expiration of certain patents rights, and royalties paid by Newsoara third parties. To date, Newsoara has met all of its payment obligations under the Newsoara Co-Development Agreement. During the year ended December 31, 2023, the Company recognized license revenue of $ 0.3 million earned upon Newsoara's achievement of a development milestone under the Newsoara Co-Development Agreement during the first quarter of 2023. During the year ended December 31, 2022, the Company recognized no license revenue from Newsoara under the Newsoara Co-Development Agreement. The Newsoara Co-Development Agreement will expire upon the later of the expiration date of the last valid claim of any licensed patent covering the Newsoara Licensed Products in the Territory. In addition, the Newsoara Co-Development Agreement can be terminated (i) by either party for the other party’s material breach that remains uncured for a specified time period after written notice or for events related to the other party’s insolvency, (ii) by LBS if Newsoara challenges or attempts to interfere with any licensed patent rights and, (iii) by Newsoara for any reason upon specified prior written notice. License Agreements with the Regents of the University of California The Company has entered into three license agreements, as amended, with the Regents of the University of California (“Regents”) for exclusive commercial rights to certain patents, technology and know-how. Concurrent with the Company's decision to terminate the development of LB1148, on October 20, 2023 the Company terminated two of its license agreements with Regents. As of December 31, 2023, the only license agreement remaining with Regents is that entered into with LBS in August 2015, as amended in December 2019 and September 2022 (the “2015 UC License”). The 2015 UC License was retained for the sole purpose of maintaining the Newsoara Co-Development Agreement under which the Company may receive future milestone or royalty payments through the term of the license. Accordingly, pursuant to the 2015 UC License, the Company is obligated to pay a percentage of non-royalty licensing revenue it receives from Newsoara under the Newsoara Co-Development Agreement to Regents ranging from 30 percent to 35 percent of one-third of the upfront payment and milestone payments received from Newsoara. During the year ended December 31, 2023 , the Company recognized approximately $ 25,000 in sublicense f ees and approximately $ 21,000 in license maintenance fees due to Regents in research and development expenses in the consolidated statements of operations. During the year ended December 31, 2022 , there were no sublicense fees recognized and approximately $ 17,000 in license maintenance fees due to Regents recognized in research and development expenses in the consolidated statements of operations. The 2015 UC License will expire upon the expiration date of the longest-lived patent right licensed under the 2015 UC License. The Regents may terminate the 2015 UC License if: (i) a material breach by us is not cured within 60 days, (ii) we file a claim asserting the Regents licensed patent rights are invalid or unenforceable, or (iii) we file for bankruptcy. We also have the right to terminate the 2015 UC License at any time upon at least 90 days’ written notice. Contingent Value Right Immediately prior to the closing of the Merger, Seneca issued each share of its common stock held by Seneca stockholders of record, one contingent value right (“CVR”). The CVR entitled the holder (the “CVR Holder”) to receive, pro rata with the other CVR Holders, 80 % of the net proceeds, if any and subject to certain minimum distribution limitations (“CVR Payment Amount”), received from the sale or licensing of the intellectual property owned, licensed or controlled by Seneca immediately prior to the closing of the Merger (the “Legacy Technology”); provided however that the CVR Holders are only entitled to receive such CVR Payment Amount if the sale or licensing of such Legacy Technology occurred on or before October 27, 2022 (“Legacy Monetization”). Pursuant to the terms of the CVR agreement (“CVR Agreement”), CVR Holders are only entitled to receive CVR Payment Amounts received within 48-months following the closing of the Merger. The CVR Agreement also provides that no distributions will be made to the CVR Holders in the event such distribution is less than $ 0.3 million. NSI-189 – Exclusive License and Subsequent Exercise of Purchase Option Prior to the Merger, Seneca exclusively licensed certain patents and technologies, including a sublicense covering a synthetic intermediate, of the Company's NSI-189 assets (“189 License”), along with a purchase option through December 16, 2023 (“Purchase Option”). On October 22, 2021, Alto Neuroscience ("Alto") agreed to terms of an early exercise of the Purchase Option under the 189 License and entered into an asset transfer agreement ("ATA"). Alto is a U.S. based public, clinical-stage biopharmaceutical company with a mission to redefine psychiatry by leveraging neurobiology to develop personalized and highly effective treatment options. Pursuant to the terms of the CVR Agreement, no distribution was required to be made to the CVR Holders as the CVR Payment Amount after deducting costs and expenses required to maintain the 189 License was less than $ 0.3 million. In accordance with the terms of the CVR Agreement, the net proceeds from the sale of the NSI-189 assets, less any applicable transaction costs and expenses, were deposited into the CVR escrow to be used to pay costs and expenses associated with the monetization of the Company's other Legacy Technologies. In addition, Alto will be required to pay the Company up to an aggregate of $ 4.5 million upon the achievement of certain development and regulatory approval milestones for NSI-189 (or a product containing or otherwise derived from NSI-189), which is now known as ALTO-100. If Alto sells or grants to a third party a license to the patents and other rights specific to ALTO-100 prior to the achievement of a specified clinical development milestone, Alto will be required to pay to the Company a low-double digit percentage of any consideration received by Alto from such license or sale, provided that the maximum aggregate consideration Alto will be required to pay to the Company under the ATA, including the upfront payment and all potential milestones and transaction-related payments, will not exceed $ 5.0 million. Alto has successfully completed a Phase 2a clinical trial of ALTO-100 and is currently enrolling a Phase 2b clinical trial from which topline data is expected in the second half of 2024. Upon the enrollment of a patient in a Phase 3 clinical trial of ALTO-100, a milestone payment of $ 1.5 million will be due from Alto under the ATA. If this occurs within 48 -months of the closing of the Merger, the CVR Holders will be entitled to a CVR Payment Amount, with the remaining 20 % of the net proceeds deposited into the CVR escrow. If the milestone is met after 48 -months of the closing of the Merger, all the net proceeds will be paid to the Company. There can be no assurance that CVR holders will receive CVR Payment Amounts from the sale of the NSI-189 assets. NSI-532.IGF-1 On October 27, 2022, the Company entered an agreement to license NSI-532.IGF-1 to the Regents of the University of Michigan ("University of Michigan") for maintaining NSI-532.IGF-1 cell lines, continued development, maintaining patent protection, and seeking licensees. The Company received no upfront fees for the license. NSI-532.IGF-1 is a pre-clinical cell therapy being investigated as a potential therapy for prevention and treatment of Alzheimer’s disease. The University of Michigan shall bear 100 % of the costs for patent filing, prosecution, maintenance, and enforcement of the patent rights. The Company will receive 50 % of net revenues received by the University of Michigan from the licensing of patent rights through the last-to-expire patent in patent rights, unless otherwise earlier terminated, less all reasonable and actual out-of-pocket costs incurred in the litigation of patent rights. There can be no assurance that NSI-532.IGF-1 will ever be successfully monetized or that CVR holders will receive CVR Payment Amounts from the sale of the NSI-532.IGF-1 assets. |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Corporate Office Lease On May 12, 2022, the Company entered a new, non-cancelable facility operating lease (the "Corporate Office Lease") of office space for its corporate headquarters, replacing its existing corporate headquarters lease that expired on July 31, 2022. The Corporate Office Lease is for 2,747 square feet of an office building in Carlsbad, California. The initial contractual term is for 39-months commencing on June 1, 2022 and expiring on August 31, 2025. The Company has the option to renew the Corporate Office 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 likely that it will exercise this renewal option. Commencing on June 1, 2022, the Company is subject to contractual monthly lease payments of $ 10,850 , plus certain utilities, for the first 12 months with 3 percent escalations at the first, second and third lease commencement anniversaries. The Corporate Office Lease is s ubject to conditional abatement of fifty percent ( 50 %) of such base rent during the second, third and fourth full calendar months of the initial lease term, as set forth in the lease agreement, as well as a $ 28,000 tenant improvement allowance. The Corporate Office 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. As of December 31, 2023 , the Company recognized an operating right-of-use asset related to the Corporate Office Lease in the amount of $ 198,000 , which included in Operating lease right-of-use asset in the consolidated balance sheets. As of December 31, 2023 , the Company recognized a current and noncurrent operating lease liability related to the Corporate Office Lease of $ 121,000 and $ 90,000 , respectively, which is included in Current portion of operating lease liability and Operating lease liability, net of current portion, respectively, in the consolidated balance sheets. As of December 31, 2023 , the total remaining future minimum lease payments associated with the Corporate Office Lease of approximately $ 229,000 , including imputed interest of $ 18,000 calculated using a discount rate of 10.75 %, will be paid over the remaining lease term of approximately 1.7 years. Maturities of the Company's operating lease liabilities as of December 31, 2023 are as follows (in thousands): Year ending December 31, 2024 $ 136 2025 93 Total operating lease payments 229 Less: imputed interest ( 18 ) Total operating lease obligations $ 211 The Company recognized operating lease expense associated with its Corporate Office Lease and its predecessor corporate headquarters lease of approximately $ 130,000 and $ 189,000 for the years ended December 31, 2023 and December 31, 2022, respectively. Insurance Financing Arrangement Consistent with past practice, in June 2023, the Company entered an agreement to finance an insurance policy that renewed in May 2023. The financing arrangement entered in June 2023 has a stated annual interest rate of 7.92 % and is payable over a 9-month period with the first payment commencing June 30, 2023. The insurance financing arrangement is secured by the associated insurance policy. As of December 31, 2023 and December 31, 2022 , the aggregate remaining balance under the Company's insurance financing arrangement was $ 158,000 and $ 88,000 , respectively, and is included in Insurance financing debt in the consolidated balance sheets. Other than the remaining insurance financing arrangement payments due in 2024, as of December 31, 2023, the Company has no other minimum debt payments required in 2024 or thereafter. Restructuring Costs In order to better utilize the Company’s resources on the implementation of its refocused business plans and corporate strategy, the Company committed to a cost-reduction plan on September 9, 2022 (the "2022 Cost-Reduction Plan") and a reduction-in-workforce on October 27, 2023 (the "2023 RIF"). The 2022 Cost-Reduction Plan consisted primarily of a 20 % reduction in the Company's employee workforce to better align the Company’s resources with its proposed business plan. The 2023 RIF consisted of a 25 % reduction in the Company's employee workforce, specifically research and development employees that were no longer deemed critical for the Company’s development of PALI-2108. Associated with the 2023 RIF and the 2022 Cost-Reduction Plan, the Company has recognized restructuring costs of approximately $ 0.2 million and $ 0.4 million in the consolidated statements of operations for the years ended December 31, 2023 and December 31, 2022, respectively, consisting of severance and benefits payments pursuant to employment agreements and the execution of severance and release agreements. The Company does not expect to incur any other significant costs associated with either the 2022 Cost-Reduction Plan or the 2023 RIF. The following table summarizes the change in the Company's accrued restructuring liabilities under both the 2022 Cost-Reduction Plan and the 2023 RIF, which consisted solely of employee compensation and benefits and is classified within Accrued liabilities in the consolidated balance sheets as of each year shown (in thousands): Year Ended December 31, 2023 2022 Balance as of the beginning of year $ 180 $ — Net accrual additions 225 410 Cash paid ( 274 ) ( 230 ) Balance as of the end of year $ 131 $ 180 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 December 31, 2023, 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 certificate of incorporation, as amended, and amended and restated bylaws, 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 10 - Related Party Transac
Note 10 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Director stipends Unpaid cash stipends owed to the Company's directors for their annual board service are recorded on the Company’s consolidated balance sheets within accrued liabilities. These liabilities were $ 105,625 and $ 141,250 as of December 31, 2023, and December 31, 2022, respectively. Consultancy agreement with former Chief Operating Officer Effective May 15, 2023, the Company’s former Chief Operating Officer ("COO") resigned his position as COO and transitioned to an executive strategic consultant with the Company. In conjunction with the transition, the former COO received monthly compensation of $ 4,000 . The consultancy agreement ended on January 15, 2024, upon mutual agreement of both parties. Total consultancy fees earned by the former COO during the year ended December 31, 2023 were approximately $ 28,000 . Separation agreement with former Chief Executive Officer On October 11, 2022, the Company entered into a separation agreement with its former Chief Executive Officer whereby the parties agreed to a mutual release of claims. Subsequent to paying an aggregate of $ 22,000 pursuant to the terms of the separation agreement, the Company determined that it is not probable that any additional compensation would be due to the former Chief Executive Officer and therefore, the Company has not recognized any accrual related to compensation or benefits owed pursuant to the separation agreement as of December 31, 2023. |
Note 11 - Employee Benefits
Note 11 - Employee Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 11. Employee Benefits The Company participates in a defined contribution 401(k) plan adopted by LBS effective June 20, 2016. All employees are eligible to participate in the plan beginning on the first day of employment. Under the terms of the plan, employees may make voluntary contributions as a percent of compensation. No matching contributions have been made by the Company since the adoption of the 401(k) plan. |
Note 12 - Income Taxes
Note 12 - Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company has no current or deferred income taxes as of December 31, 2023 and December 31, 2022. Income taxes vary from the statutory federal income tax rate applied to loss before income taxes as follows (in thousands): Year Ended December 31, 2023 2022 Statutory federal income tax rate of 21 percent applied to loss before income taxes $ ( 2,583 ) $ ( 2,995 ) State taxes - net of federal benefit ( 810 ) ( 1,040 ) Meals and entertainment 3 — Warrants ( 12 ) ( 276 ) Stock-based compensation 522 60 Other non-deductible expenses ( 89 ) 71 Expiration of tax attributes 484 484 Change in tax rate 207 ( 157 ) Valuation allowance 2,278 3,853 $ — $ — Deferred income tax assets and liabilities arising from differences between accounting for financial statement purposes and tax purposes, less valuation reserves at year end are as follows (in thousands): Year Ended December 31, 2023 2022 Deferred tax assets: Accrued expenses $ 128 $ 91 Depreciation 245 192 Lease accounting 55 87 Net operating loss carryforwards 24,703 22,681 Stock compensation 1,470 1,955 Capitalized research and development costs 2,515 1,912 Total deferred tax assets 29,116 26,918 Deferred tax liabilities: Operating right-of-use asset 52 83 Prepaid expense 112 160 Total deferred tax liabilities 164 243 Net deferred tax asset 28,952 26,675 Valuation allowance ( 28,952 ) ( 26,675 ) Net deferred taxes $ — $ — Deferred tax assets and liabilities are recognized for temporary differences and unused tax losses to the extent that realization of the related tax benefits is more-likely-than-not. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods when the deferred tax assets become deductible. After considering the history of operating losses and uncertainty regarding its ability to generate positive pre-tax income in 2024 and beyond, the Company has concluded that it is not-more-likely-than-not that its deferred tax assets will be realized, and therefore maintains a full valuation allowance on all deferred tax assets. As of December 31, 2023 , the Company had federal net operating loss ("NOL") carryforwards of approximately $ 100.5 million and state NOL carryforwards of approximately $ 51.5 million. Of the total amount of federal NOL carryforwards, approximately $ 68.0 million arose in tax years beginning after December 31, 2017 and will carry forward indefinitely. The federal NOL carryforwards arising in tax years beginning before January 1, 2018 of approximately $ 32.5 million will begin to expire in 2024 unless previously utilized. The Company’s state NOL carryforwards as of December 31, 2023 may be carried forward for 20 years, and will expire at various dates between 2027 and 2043. Pursuant to the provisions of the Internal Revenue Code ("IRC"), the Company’s NOL and tax credit carryforwards and certain other attributes are subject to review and possible adjustment by the Internal Revenue Service ("IRS") and state tax authorities. NOL and tax credit carryforwards may be subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the IRC, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Including the recently completed Merger, the Company has completed several equity offerings since its inception, which may have resulted in a change in control as defined by Sections 382 and 383 of the IRC, or could result in a change in control in the future. The Company has not completed an IRC Section 382 and 383 analysis for all relevant tax years regarding the limitation of net operating losses. The NOL deferred tax asset does reflect the limitation resulting from the Merger; however, there could be further limitations due to prior changes in control. Due to the existence of a full valuation allowance, however, changes in the NOLs included as deferred tax assets on the Company’s consolidated balance sheets would have no impact on the Company's effective tax rate. The Company files income tax returns in the U.S. federal jurisdiction and various states. Because of the NOLs, the Company is subject to U.S. federal examinations for tax years 2005 and forward, and for examinations from state taxing authorities for tax years 2009 and forward. The Company accounts for taxation under ASC 740, which clarifies the accounting for uncertain tax positions. ASC 740 requires that the Company recognize the impact of a tax position in its consolidated financial statements if the position is more-likely-than-not to be sustained upon examination based on the technical merits of the position. The Company did no t have any uncertain income tax positions as of December 31, 2023 and 2022. ASC 740 requires the Company to accrue interest and penalties where there is an underpayment of taxes based on the Company's best estimate of the amount to ultimately be paid. The Company identified no unrecorded material uncertain tax positions as of December 31, 2023 and 2022, consequently no interest or penalties have been accrued by the Company in either period. The Company does not anticipate a significant change to its unrecognized tax benefits within the next 12 months. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the "TCJA"). The TCJA contains certain provisions that went into effect on January 1, 2022, including a provision impacting Section 174 of the IRC whereby for tax years beginning on or after January 1, 2022, taxpayers are required to capitalize and amortize rather than deduct research and development expenses. Section 174 research and development expenses must be amortized over five years for research performed in the U.S. and 15 years for research performed outside the U.S., beginning with the midpoint in the year in which the expenses were incurred. Further, software development costs were specifically included in the definition of a Section 174 expenditure, and therefore must be capitalized and amortized over five (or 15 years). Finally, if a research project is abandoned or disposed of, the taxpayer cannot recover costs earlier than the end of the required amortization period. Beginning in 2022, the Company capitalized and amortized its research and development expenses pursuant to Section 174. Due to the Company’s prior and current year losses and its full valuation allowance, the change pursuant to Section 174 did not have a material impact to the Company's tax provision or cash flows. The Inflation Reduction Act (“IRA”) was enacted in the U.S. on August 16, 2022, containing revenue-raising provisions that include a book-income alternative minimum tax and an excise tax on stock buybacks, among other provisions. Based on the thresholds detailed in the IRA and a review of the Company’s transactions during the year, these changes do not have an impact on the Company’s income tax provision for the year ended December 31, 2022. |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Subsequent Events | 13. Subsequent Events Warrant Inducement Transaction On January 30, 2024, the Company entered into warrant inducement agreements (the “Warrant Inducement Agreements”) with certain accredited and institutional holders (collectively, the “Warrant Holders”) of certain of the Company’s remaining outstanding May 2022 Warrants, (ii) January 2023 Warrants, and (iii) April 2023 Warrants, as well as certain outstanding Series 2 Warrants (collectively, the “Existing Warrants”). Pursuant to the Warrant Inducement Agreements, the exercise price of each Existing Warrant exercised was reduced to $ 0.7313 per share. Each of the Warrant Holders that exercised its Existing Warrants pursuant to the Warrant Inducement Agreements, received one replacement warrant (the “Replacement Warrants”) for each Existing Warrant exercised. The Replacement Warrants are exercisable immediately, have an exercise price per share of $ 0.7313 , and expire five years from the date of issuance. The Replacement Warrants are subject to adjustment in the event of stock splits, dividends, subsequent rights offerings, pro rata distributions, and certain fundamental transactions, as more fully described in the Replacement Warrants. The Replacement Warrants contain standard anti-dilution provisions but do not contain any price protection provisions with respect to future securities offerings of the Company. The Warrant Holders collectively exercised an aggregate of 3,422,286 Existing Warrants consisting of: (i) 72,932 May 2022 Warrants, (ii) 64,000 Series 2 Warrants, (iii) 1,012,631 January 2023 Warrants, and (iv) 2,272,723 April 2023 Warrants. As a result of the exercises, the Company issued an aggregate of 3,422,286 shares of its common stock. The transaction closed on February 1, 2024 with the Company receiving net cash proceeds of approximately $ 2.2 million consisting of gross cash proceeds of $ 2.5 million, less transaction-related expenses and placement agent fees of approximately $ 0.3 million . Ladenburg Thalmann & Co. Inc. acted as the exclusive placement agent for the transaction. The placement agent fees associated with the transaction consisted of: (i) a cash fee equal to 7.75 % of the gross proceeds received by the Company in the transaction, (ii) a common stock purchase warrant to purchase such number of shares of common stock equal to 6 % of the aggregate number shares issued pursuant to the exercise of Existing Warrants by the Warrant Holders with an exercise price of $ 0.7313 per share, and a term of five years from issuance, and (iii) $ 35,000 of out-of-pocket expenses. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Dollar amounts contained in these consolidated financial statements are in whole numbers, unless otherwise indicated. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, LBS and Suzhou Neuralstem Biopharmaceutical Co., Ltd. All the entities are consolidated in the Company's consolidated financial statements and all intercompany activity and transactions, if any, have been eliminated . |
Reverse Stock Split | Reverse Stock Split On November 15, 2022, the Company effected a 1-for-50 reverse stock split of its issued and outstanding common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, each of the Company’s shareholders received one new share of common stock for every 50 shares such shareholder held immediately prior to the effective time of the Reverse Stock Split. The Reverse Stock Split affected all the Company’s issued and outstanding shares of common stock equally. The par value and authorized shares of the Company's common stock was not adjusted as a result of the Reverse Stock Split. The Reverse Split also affected the Company’s outstanding stock options, common stock warrants, and other exercisable or convertible securities and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately. Unless otherwise noted, all common stock shares, common stock per share data and shares of common stock underlying convertible preferred stock, stock options and common stock warrants included in these consolidated financial statements, including the exercise price of such equity instruments, as applicable, have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates, judgments, and assumptions that impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the balance sheet, and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to pre-clinical and clinical trial accruals, contingent consideration liabilities, and its derivative financial instruments. 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 | 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 is the Company's one reportable segment. |
Cash and Cash Equivalents | 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 | Restricted Cash As of December 31, 2023 and December 31, 2022 , the Company held restricted cash of approximately $ 26,000 , in a separate 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 consolidated balance sheets. |
Deferred Equity Issuance Costs | Deferred Equity Issuance Costs Deferred equity issuance costs consist of the legal, accounting and other direct and incremental costs incurred by the Company related to its equity offerings (refer to Note 13, Subsequent Events) or shelf registration statements. As of December 31, 2023 and December 31, 2022, deferred equity issuance costs of approximately $ 112,000 and $ 114,000 , respectively, were included in prepaid expenses and other current assets in the consolidated balance sheets. These costs will be netted against additional paid-in capital as a cost of the future equity issuances to which they relate. During the year ended December 31, 2023 , the Company netted previously deferred equity issuance costs associated with its shelf registration statement of approximately $ 6,000 against the additional paid-in capital recognized in conjunction with the September 2023 Offering (see Note 6, Stockholders' Equity) . |
Concentration of Credit Risk | 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 and historically the Company has not experienced any losses in such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, restricted cash, other current receivables, accounts payable, accrued liabilities, insurance financing debt, liability-classified warrants and contingent consideration obligations. The carrying amounts of financial instruments such as cash and cash equivalents, restricted cash, other current receivables, accounts payable, and accrued liabilities approximate their related fair values due to the short-term nature of these instruments. The Company invests its excess cash in money market funds that are classified as level 1 in the fair value hierarchy defined below, due to their short-term maturity, and measured the fair value based on quoted prices in active markets for identical assets. The carrying value of the Company’s insurance financing debt approximates its fair value due to the market rate of interest, which is based on level 2 inputs. The Company’s derivative financial instruments, consisting of its liability-classified warrants, and its contingent consideration obligation, are carried at fair value based on level 3 inputs as defined below. None of the Company’s non-financial assets or liabilities are recorded at fair value on a nonrecurring basis. The Company follows Accounting Standards Codification ("ASC") 820, 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. 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. Further information on th e fair value of the Company's liability-classified financial warrants can be found at Note 5, Fair Value Measurements. |
Derivative Financial Instruments | 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 the Monte-Carlo simulation model. Derivative instruments are valued at inception, upon events such as an exercise of the underlying financial instrument, and at subsequent reporting periods. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is reassessed 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. The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and 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 if 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 on the grant date and remeasured at fair value at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant liability within the consolidated statements of operations. If the terms of a common stock warrant previously classified as a liability are amended and pursuant to such amendment meet the requirements to be classified as equity, the common stock warrants are reclassified to equity at the fair value on the date of the amendment and are not subsequently remeasured. Common stock warrants classified as equity are recorded on a relative fair value basis when they are issued with other equity-classified financial instruments . |
Leases | Leases In accordance with ASC 842, Leases , the Company assesses contracts for lease arrangements at inception. Operating right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date equal to the present value of future lease payments using the implicit, if readily available, or incremental borrowing rate based on the information readily available at the commencement date. ROU assets include any lease payments as of commencement and initial direct costs but exclude any lease incentives. Lease and non-lease components are generally accounted for separately and the Company recognizes operating lease expense straight-line over the term of the lease. |
License Revenue | License Revenue The Company uses the revenue recognition guidance established by ASC 606, Revenue From Contracts With Customers (“ASC 606”). When an agreement falls under the scope of other standards, such as ASC 808, Collaborative Arrangements , the Company will apply the recognition, measurement, presentation, and disclosure guidance in ASC 606 to the performance obligations in the agreements if those performance obligations are with a customer. The Company currently does not have any collaborative arrangements with counterparties that are also considered customers. For arrangements that include amounts to be paid to the Company upon the achievement of certain development milestones of technology licensed by the Company, the Company recognizes such license revenue using the most likely method. At the end of each reporting period, the Company re-evaluates the probability or achievement of any potential milestones and any related constraints, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue in the period of adjustment. |
Contingent Consideration Obligation | Contingent Consideration Obligation Pursuant to the Giiant License Agreement, the Company incurred a contingent consideration obligation consisting of milestone payments, which are recognized as a liability measured at fair value, and ongoing royalty payments of five percent of the adjusted gross proceeds, as defined in the Giiant License Agreement, upon the sales or sublicenses third parties of any products developed from the assets licensed under the Giiant License Agreement (See Note 8, Collaborations and License Agreements). Because the contingent consideration associated with the milestone payments may be settled in shares of the Company's common stock solely at the election of the Company, the Company has determined it should be accounted for under ASC 480 and accordingly the Company has recognized it as a liability measured at its estimated fair value. At the end of each reporting period, the Company re-measures the contingent consideration obligation to its estimated fair value and any resulting change is recognized in research and development expenses in the consolidated statements of operations. The Company has determined that the contingent consideration associated with the royalty payments should be recognized as a liability when they are probable and estimable, in accordance with ASC 450, Contingencies . |
Research and Development Costs | Research and Development Costs Research and development expenses consist primarily of salaries and other personnel related expenses including stock-based compensation costs, and, to the extent applicable, may include pre-clinical 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. Pursuant to situations whereby the Company performs any research and development or manufacturing activities under a co-development agreement, the Company records the expense reimbursements from the co-development partner as a reduction to research and development expense once the reimbursement amount is approved for payment by the co-development partner. Expense payments made to Giiant pursuant to the terms of the Giiant License Agreement for qualifying development costs are expensed only as the associated research and development costs are incurred or other aspects of the drug development or related activities are achieved. In instances where the expense determined to be recognized exceeds the payments made to the Giiant, the Company recognizes an accrual of joint development expenses. In addition, t here may be instances in which payments made to Giiant will temporarily exceed the level of services provided, which results in a prepayment of the joint development expenses. |
Patent Costs | 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 in the consolidated statements of operations . |
Income Taxes | Income Taxes The Company follows ASC 740, Income Taxes (“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 consolidated 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 The Company’s stock-based compensation expense generally includes service-based restricted stock units (“RSUs”), stock options, and market-based performance RSUs (“PSUs”). The Company accounts for forfeitures as they occur for each type of award as a reduction of expense. Stock-based compensation expense related to service-based RSUs is based on the market value of the underlying stock on the date of grant and the related expense is recognized ratably over the requisite service period, which is usually the vesting period. The Company estimates the fair value of employee and non-employee stock option grants using the Black-Scholes option pricing model. The determination of the fair value of stock-based payment awards on the date of grant using the Black-Scholes option pricing model is affected by the Company's stock price as well as assumptions, which include the expected term of the award, the expected stock price volatility, risk-free interest rate, and expected dividends over the expected term of the award. Stock-based compensation expense represents the cost of the estimated grant date fair value of employee and non-employee stock option grants recognized ratably over the requisite service period of the awards, which is usually the vesting period. For PSUs with vesting subject to market conditions, the fair value of the award is determined at grant date using the Monte Carlo simulation model, and expense is recognized ratably over the derived service period regardless of whether the market condition is satisfied. The Monte Carlo simulation model considers a variety of potential future scenarios under the market condition vesting criteria, including but not limited to share prices for the Company and its peer companies in a selected market index. The Company does not recognize any share-based compensation expense related to conditional RSUs, stock options, or PSUs that are subject to shareholder approval. When and if approval is obtained, the Company recognizes share-based compensation expense related to the conditional equity grants ratably to the vesting of shares over the remaining requisite service period . |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, plus potentially dilutive common shares, consisting of stock-based awards and equivalents, and common stock warrants. For purposes of this calculation, stock-based awards and equivalents and common stock warrants are considered to be potential common shares and are only included in the calculation of diluted net loss per common share when their effect is dilutive. The Company's Series A Convertible Preferred Stock and certain of the Company's outstanding common stock warrants contain non-forfeitable rights to dividends with the common stockholders, and therefore are considered to be participating securities. The Series A Convertible Preferred Stock and the common stock 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 if the Company is in a net income position. When in a net income position, diluted net earnings per common share is computed using the more dilutive of the two-class method or the if-converted and treasury stock methods. As the Company was in a net loss position for both years presented, basic and diluted net loss per common share for the years ended December 31, 2023 and December 31, 2022 were calculated under the if-converted and treasury stock methods. For the years ended December 31, 2023 and December 31, 2022, basic and diluted net loss per common share were the same as all common stock equivalents were anti-dilutive for both years. In computing both the basic and diluted net loss available to common stockholders for the years ended December 31, 2023 and December 31, 2022, the Company has deducted the value of the effect of the down round feature on equity classified warrants that was triggered in each year as each was determined to be anti-dilutive. The following table presents the calculation of weighted average shares used to calculate basic and diluted net loss per common share (in thousands, except share and per share amounts): Year Ended December 31, 2023 2022 Basic and diluted net loss per common share: Net loss $ ( 12,300 ) $ ( 14,260 ) Adjustment to record the impact of exercise price reset on outstanding warrants related to down round provisions ( 16 ) ( 288 ) Net loss available to common stockholders - basic and diluted $ ( 12,316 ) $ ( 14,548 ) Weighted average shares used in calculating basic and diluted net loss per common share 6,840,213 880,311 Basic and diluted net loss per common share $ ( 1.80 ) $ ( 16.53 ) The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because their effects would be anti-dilutive: December 31, 2023 2022 Stock options 665,472 43,658 Restricted stock units 425,124 — Warrants for common stock 4,080,876 1,055,672 Series A Convertible Preferred Stock 129 129 Total 5,171,601 1,099,459 |
Comprehensive Loss | Comprehensive Loss Comprehensive 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 loss was the same as its reported net loss for all years presented. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. During the fourth quarter of 2023, the Company reclassified the fair value of the contingent consideration milestone payment obligation associated with the Giiant License Agreement, including transaction related costs, from In-process research and development expenses to Research and development expenses at the consolidated statement of operations, which impacted amounts previously reported for the three and nine months ended September 30, 2023. Amounts reported for the year ended December 31, 2022 were not impacted by this reclassification. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update ("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 early adopted this standard on January 1, 2022 and determined that it had no impact on the accounting for its liability-classified warrants as of the date of adoption. 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 adopted this standard as of January 1, 2023 and determined it did not have a material impact on its consolidated financial statements and related disclosures for the year ended December 31, 2023. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures ("ASU 2023-09"), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09. The Company expects any potential impact of ASU 2023-09 to only relate to disclosures with no impact to its results of operations, cash flows, and financial condition. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , ("ASU 2023-07"), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosure requirements included in ASU No. 2023-07 are required for all public entities, including those with a single reportable segment. ASU No. 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company expects any potential impact of ASU 2023-07 to only relate to disclosures with no impact to its results of operations, cash flows, and financial condition. |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table presents the calculation of weighted average shares used to calculate basic and diluted net loss per common share (in thousands, except share and per share amounts): Year Ended December 31, 2023 2022 Basic and diluted net loss per common share: Net loss $ ( 12,300 ) $ ( 14,260 ) Adjustment to record the impact of exercise price reset on outstanding warrants related to down round provisions ( 16 ) ( 288 ) Net loss available to common stockholders - basic and diluted $ ( 12,316 ) $ ( 14,548 ) Weighted average shares used in calculating basic and diluted net loss per common share 6,840,213 880,311 Basic and diluted net loss per common share $ ( 1.80 ) $ ( 16.53 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because their effects would be anti-dilutive: December 31, 2023 2022 Stock options 665,472 43,658 Restricted stock units 425,124 — Warrants for common stock 4,080,876 1,055,672 Series A Convertible Preferred Stock 129 129 Total 5,171,601 1,099,459 |
Note 3 - Balance Sheet Details
Note 3 - Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Block [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2023 2022 Prepaid insurance $ 428 $ 581 Other receivables 148 1,438 Prepaid subscriptions and fees 138 157 Prepaid software licenses 64 54 Deferred equity issuance costs 112 114 Prepaid other 6 6 $ 896 $ 2,350 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2023 2022 Accrued accounts payable $ 166 $ 69 Accrued clinical trial expenses 20 184 Accrued director stipends 106 141 Accrued severance and benefits (Note 9) 131 180 Accrued joint development expenses (Note 8) 98 — Current portion of contingent consideration obligation (Note 5) 143 — Accrued other 167 — $ 831 $ 574 |
Schedule of Other Noncurrent Assets | Other noncurrent assets consisted of the following (in thousands): December 31, 2023 2022 Prepaid insurance, less current portion $ 478 $ 682 Other noncurrent assets 12 12 $ 490 $ 694 |
Note 4 - Common Stock Warrants
Note 4 - Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Block [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes all common stock warrant activity for the year ended December 31, 2023: Number of Weighted Weighted Warrants outstanding, December 31, 2022 1,055,672 $ 26.48 3.32 Granted 5,302,192 1.75 4.64 Exercised ( 2,203,993 ) 0.61 0.73 Forfeited, expired or cancelled ( 72,995 ) 4.86 — Warrants outstanding, December 31, 2023 4,080,876 8.63 4.12 |
Note 5 - Fair Value Measureme_2
Note 5 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contingent Consideration Obligations [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Fair Value of Options Granted | The following table summarizes the activity of the Company’s Level 3 contingent consideration obligations, which are fair valued on a recurring basis (in thousands): Year Ended Contingent Consideration Obligations December 31, 2023 Fair value at beginning of year $ — Initial fair value at the original issuance date 212 Change in fair value during the year ( 8 ) Fair value at end of year $ 204 |
Warrant Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Fair Value of Options Granted | The following table summarizes the activity of the Company’s Level 3 liability-classified warrants, which are fair valued on a recurring basis (in thousands): Year Ended December 31, Warrant Liabilities 2023 2022 Fair value at beginning of year $ 61 $ 2,651 Initial fair value at the original issuance date — 1,110 Change in fair value during the period ( 59 ) ( 2,426 ) Fair value of liability classified warrants exercised — ( 1,274 ) Fair value at end of year $ 2 $ 61 |
Note 7 - Equity Incentive Pla_2
Note 7 - Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Block [Abstract] | |
Schedule of Fair Value of Options Granted | The fair value of options granted during the years ended December 31, 2023 and December 31, 2022 is estimated as of the grant date using the Black-Scholes option pricing model using the assumptions in the following table: Year Ended December 31, 2023 2022 Weighted-average exercise price per share $ 1.39 $ 40.32 Weighted-average expected term (years) 5.66 5.81 Weighted-average risk-free interest rate 4.08 % 2.30 % Weighted-average expected dividend yield — — Weighted-average volatility 78.35 % 73.66 % |
Schedule of Summarized Stock Option Activity | The following table summarizes stock option activity and related information under the 2013 Plan, the 2021 EIP Plan and the 2021 Inducement Plan for the year ended December 31, 2023: Number of Weighted Weighted Aggregate Outstanding at December 31, 2022 43,658 $ 311.74 6.08 $ — Granted 669,180 1.39 9.57 — Exercised — — — — Forfeited, expired or cancelled ( 47,366 ) 57.98 — — Outstanding at December 31, 2023 665,472 17.60 9.37 1 Vested and expected to vest at December 31, 2023 665,472 17.60 9.37 1 Exercisable at December 31, 2023 97,981 108.57 8.18 — |
Schedule of Restricted Stock Units Activity | The following table summarizes RSU activity and related information under the 2021 EIP Plan and the 2021 Inducement Plan for the year ended December 31, 2023: Number of Weighted Weighted Non-vested at December 31, 2022 — $ — — Granted 445,742 1.35 — Vested ( 61,120 ) 2.33 — Forfeited ( 21,698 ) 1.88 — Non-vested at December 31, 2023 362,924 1.15 2.17 |
Schedule of Stock-based Compensation for all Stock Awards | The allocation of stock-based compensation for all stock awards is as follows (in thousands): Year Ended December 31, 2023 2022 Research and development expense $ 240 $ 182 General and administrative expense 366 850 Total $ 606 $ 1,032 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Maturities of the Company's operating lease liabilities | Maturities of the Company's operating lease liabilities as of December 31, 2023 are as follows (in thousands): Year ending December 31, 2024 $ 136 2025 93 Total operating lease payments 229 Less: imputed interest ( 18 ) Total operating lease obligations $ 211 |
Schedule of Accrued liabilities in the consolidated balance sheet | Accrued liabilities in the consolidated balance sheets as of each year shown (in thousands): Year Ended December 31, 2023 2022 Balance as of the beginning of year $ 180 $ — Net accrual additions 225 410 Cash paid ( 274 ) ( 230 ) Balance as of the end of year $ 131 $ 180 |
Note 12 - Income Taxes (Tables)
Note 12 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Statutory Federal Income Tax Rate Applied to Loss Before Income Tax | Income taxes vary from the statutory federal income tax rate applied to loss before income taxes as follows (in thousands): Year Ended December 31, 2023 2022 Statutory federal income tax rate of 21 percent applied to loss before income taxes $ ( 2,583 ) $ ( 2,995 ) State taxes - net of federal benefit ( 810 ) ( 1,040 ) Meals and entertainment 3 — Warrants ( 12 ) ( 276 ) Stock-based compensation 522 60 Other non-deductible expenses ( 89 ) 71 Expiration of tax attributes 484 484 Change in tax rate 207 ( 157 ) Valuation allowance 2,278 3,853 $ — $ — |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities arising from differences between accounting for financial statement purposes and tax purposes, less valuation reserves at year end are as follows (in thousands): Year Ended December 31, 2023 2022 Deferred tax assets: Accrued expenses $ 128 $ 91 Depreciation 245 192 Lease accounting 55 87 Net operating loss carryforwards 24,703 22,681 Stock compensation 1,470 1,955 Capitalized research and development costs 2,515 1,912 Total deferred tax assets 29,116 26,918 Deferred tax liabilities: Operating right-of-use asset 52 83 Prepaid expense 112 160 Total deferred tax liabilities 164 243 Net deferred tax asset 28,952 26,675 Valuation allowance ( 28,952 ) ( 26,675 ) Net deferred taxes $ — $ — |
Note 1 - Organization and Bus_2
Note 1 - Organization and Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization Consolidation and Presentation of Financial Statement Disclosure [LineItems] | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Retained earnings (Accumulated deficit), ending balance | $ 121,500 | |
Cash and cash equivalents | $ 12,432 | $ 12,383 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of operating segments | Segment | 1 | |
Number of reportable segments | Segment | 1 | |
Restricted cash | $ 26,000 | $ 26,000 |
Deferred equity issuance costs | 112,000 | $ 114,000 |
Additional Paid-in Capital [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Deferred equity issuance costs againist additional paid-in capital | $ 6,000 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Schedule of Weighted Average Number of Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Basic and diluted net loss per common share: | ||
Net loss | $ (12,300) | $ (14,260) |
Adjustment to record the impact of exercise price reset on outstanding warrants related to down round provisions | (16) | (288) |
Net loss available to common stockholders | $ (12,316) | $ (14,548) |
Weighted average shares used in calculating basic loss per share | 6,840,213 | 880,311 |
Basic net loss per common share | $ (1.8) | $ (16.53) |
Diluted net loss per common share | ||
Net loss attributable to common shares - diluted | $ (12,316) | $ (14,548) |
Weighted average shares used in calculating diluted loss per share | 6,840,213 | 880,311 |
Diluted net loss per common share | $ (1.8) | $ (16.53) |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Anti-dilutive securities (in shares) | 5,171,601 | 1,099,459 |
Stock options [Member] | ||
Anti-dilutive securities (in shares) | 665,472 | 43,658 |
Restricted Stock Units [Member] | ||
Anti-dilutive securities (in shares) | 425,124 | 0 |
Warrant [Member] | ||
Anti-dilutive securities (in shares) | 4,080,876 | 1,055,672 |
Series A Convertible Preferred Stock [Member] | ||
Anti-dilutive securities (in shares) | 129 | 129 |
Note 3 - Balance Sheet Detail_2
Note 3 - Balance Sheet Details - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets [Abstract] | ||
Prepaid insurance | $ 428 | $ 581 |
Other receivables | 148 | 1,438 |
Prepaid subscriptions and fees | 138 | 157 |
Prepaid software licenses | 64 | 54 |
Deferred equity issuance costs | 112 | 114 |
Prepaid other | 6 | 6 |
Prepaid expenses and other current assets | $ 896 | $ 2,350 |
Note 3 - Balance Sheet Detail_3
Note 3 - Balance Sheet Details (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Cash receivable for exercises of warrants included in prepaid and other current assets | $ 0 | $ 1,408,000 |
Credit loss | $ 0 |
Note 3 - Balance Sheet Detail_4
Note 3 - Balance Sheet Details - Summary of Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure Text Block [Abstract] | ||
Prepaid insurance, less current portion | $ 478 | $ 682 |
Other noncurrent assets | 12 | 12 |
Other noncurrent assets, total | $ 490 | $ 694 |
Note 3 - Balance Sheet Detail_5
Note 3 - Balance Sheet Details - Summary of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Notes To Financial Statements [Abstract] | ||
Accrued accounts payable | $ 166,000 | $ 69,000 |
Accrued clinical trial costs | 20,000 | 184,000 |
Accrued director stipends | 106,000 | 141,000 |
Accrued severance and benefits | 131,000 | 180,000 |
Accrued joint development expenses | 98,000 | 0 |
Current portion of contingent consideration obligation | 143,000 | 0 |
Accrued other | 167,000 | 0 |
Accrued Liabilities, Current, Total | $ 831,000 | $ 574,000 |
Note 4 - Common Stock Warrant_2
Note 4 - Common Stock Warrants - Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants outstanding, balance (in shares) | 1,055,672 | |
Warrants outstanding, weighted average exercise price (in dollars per share) | $ 8.63 | $ 26.48 |
Warrants outstanding, weighted average remaining contratual life (years) | 4 years 1 month 13 days | 3 years 3 months 25 days |
Class of warrant or right, issued during period (in shares) | 5,302,192 | |
Granted, weighted average exercise price (in dollars per share) | $ 1.75 | |
Granted, weighted average remaining contractual life | 4 years 7 months 20 days | |
Exercised (in shares) | (2,203,993) | |
Exercised, weighted average exercise price | $ 0.61 | |
Exercised, weighted average remaining contractual life | 8 months 23 days | |
Forfeited, expired or cancelled (in shares) | (72,995) | |
Forfeited, expired, or cancelled, weighted average exercise price | $ 4.86 | |
Warrants outstanding, balance (in shares) | 4,080,876 | 1,055,672 |
Note 4 - Common Stock Warrant_3
Note 4 - Common Stock Warrants (Details) - USD ($) | 12 Months Ended | ||||||||
Apr. 03, 2023 | Jan. 04, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 30, 2024 | Sep. 11, 2023 | Sep. 07, 2023 | Aug. 16, 2022 | May 10, 2022 | |
Exercise price per share or per unit of warrants | $ 0.84 | ||||||||
Weighted-average exercise price | $ 17.6 | $ 311.74 | |||||||
Warrants outstanding | 4,080,876 | 1,055,672 | |||||||
Number of Options, Exercised (in shares) | 0 | ||||||||
Warrants and Rights Outstanding | $ 4,080,876 | $ 1,055,672 | |||||||
Common stock warrants | 205,201 | ||||||||
Derivative liability, noncurrent | $ 2,000 | 61,000 | |||||||
Reduction in income available to common shareholders | (12,316,000) | (14,548,000) | |||||||
Proceeds from the exercise of warrants | $ 2,758,000 | 2,274,000 | |||||||
205,201 Common Stock Member | |||||||||
Exercise price per share or per unit of warrants | $ 0.84 | ||||||||
Common stock warrants | 205,201 | ||||||||
1,012,631 Common Stock Member | |||||||||
Exercise price per share or per unit of warrants | $ 2.375 | ||||||||
Common stock warrants | 1,012,631 | ||||||||
2,272,723 Common Stock Member | |||||||||
Exercise price per share or per unit of warrants | $ 2.64 | ||||||||
Common stock warrants | 2,272,723 | ||||||||
136,363 Common Stock Member | |||||||||
Exercise price per share or per unit of warrants | $ 3.3 | ||||||||
Common stock warrants | 136,363 | ||||||||
63,158 Common Stock Member | |||||||||
Exercise price per share or per unit of warrants | $ 2.9668 | ||||||||
Common stock warrants | 63,158 | ||||||||
140,364 Common Stock Member | |||||||||
Exercise price per share or per unit of warrants | $ 1.05 | ||||||||
Common stock warrants | 140,364 | ||||||||
250,436 Common Stock Member | |||||||||
Weighted-average exercise price | $ 103.52 | ||||||||
Common stock warrants | 250,436 | ||||||||
Subsequent Event [Member] | |||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 3,422,286 | ||||||||
Private Placement [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 2.64 | $ 2.375 | |||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | 5 years | |||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 2,272,723 | 1,052,631 | |||||||
Private Placement [Member] | Pre Funded Warrants [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 0.0001 | $ 0.0001 | |||||||
Common stock warrants | 2.6399 | 2.3749 | |||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,061,164 | 538,789 | |||||||
Offering Placement [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 2.9688 | ||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 63,158 | ||||||||
The Equity Warrant [Member] | |||||||||
Derivative liability, noncurrent | $ 1,100,000 | ||||||||
July 2021 Warrant [Member] | Altium Growth Fund, LP [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 181.5 | ||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 22,000 | ||||||||
January 2022 Warrants [Member] | Altium Growth Fund, LP [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 55 | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 45,000 | ||||||||
Senior Secured Promissory Note Warrants [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 194 | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 17,177 | ||||||||
Senior Secured Promissory Note Warrants [Member] | Altium Growth Fund, LP [Member] | |||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||
August 2022 Public Offering | |||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 205,201 | ||||||||
Reduction in income available to common shareholders | $ 16,000 | $ 288,000 | |||||||
August 2022 Public Offering | Series One Warrants [Member] | |||||||||
Warrants and Rights Outstanding, Term (Year) | 1 year | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,104,000 | ||||||||
August 2022 Public Offering | Series Two Warrants [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 0.84 | $ 2.38 | $ 0.84 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 205,201 | 1,104,000 | |||||||
August 2022 Public Offering | Series One and Two Warrants [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 12.5 | ||||||||
Adjusted exercise price of warrants | $ 2.81 | ||||||||
August 2022 Public Offering | Underwriter Warrant [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 15.63 | ||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 66,240 | ||||||||
January 2023 Registered Direct Offering and Private Placement Warrants [Member] | |||||||||
Issuance of stock during period, Shares | 40,000 | ||||||||
January 2023 Registered Direct Offering and Private Placement Warrants [Member] | Pre Funded Warrants [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 2.3749 | ||||||||
Issuance of stock during period, Shares | 37,000 | ||||||||
January 2023 Registered Direct Offering [Member] | Pre Funded Warrants [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 0.0001 | ||||||||
May 2022 Registered Direct Offering Warrants [Member] | |||||||||
Warrants and Rights Outstanding | $ 1,400,000 | ||||||||
Proceeds from the exercise of warrants | $ 2,800,000 | $ 2,300,000 | |||||||
May 2022 Registered Direct Offering Warrants [Member] | Purchase Warrants [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 35.53 | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 72,935 | ||||||||
May 2022 Registered Direct Offering Warrants [Member] | Placement Agent Warrants [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 35.53 | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 4,376 | ||||||||
April 2023 Registered Direct Offering and Private Placement Warrants [Member] | Pre Funded Warrants [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 0.0001 | ||||||||
Common stock warrants | 2.6399 | ||||||||
Issuance of stock during period, Shares | 1,061,164 | ||||||||
April 2023 Registered Direct Offering and Private Placement Warrants [Member] | Private Placement [Member] | |||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||
Common stock warrants | 2.64 | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 2,272,723 | ||||||||
April 2023 Registered Direct Offering and Private Placement Warrants [Member] | Offering Placement [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 3.3 | ||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 136,363 | ||||||||
September 2023 Equity Offering [Member] | |||||||||
Exercise price per share or per unit of warrants | $ 1.05 | ||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 140,364 |
Note 5 - Fair Value Measureme_3
Note 5 - Fair Value Measurements (Details) | Dec. 31, 2023 USD ($) | Sep. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration obligation | $ 61,000 | $ 200,000 | $ 0 |
Accrued Liabilities [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration obligation | $ 143,000 | ||
Discount Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration, measurement input | 0.135 | ||
Research and Development Expense [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration obligation | 200,000 | ||
Transaction related costs | $ 100,000 |
Note 5 - Fair Value Measureme_4
Note 5 - Fair Value Measurements - Activity for Items Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant [Member] | ||
Balance, Beginning | $ 61 | $ 2,651 |
Initial fair value at the original issuance date | 0 | 1,110 |
Change in fair value during the period | 59 | 2,426 |
Fair value of liability classified warrants exercised | 0 | (1,274) |
Balance, Ending | 2 | 61 |
Contingent Consideration Obligations [Member] | ||
Balance, Beginning | 0 | |
Initial fair value at the original issuance date | 212 | |
Change in fair value during the period | (8) | |
Balance, Ending | $ 204 | $ 0 |
Note 6 - Stockholders' Equity (
Note 6 - Stockholders' Equity (Details Textual) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||
Sep. 07, 2023 USD ($) $ / shares shares | Apr. 03, 2023 USD ($) $ / shares shares | Jan. 04, 2023 USD ($) $ / shares shares | Nov. 15, 2022 shares | Aug. 16, 2022 USD ($) $ / shares shares | Aug. 12, 2022 USD ($) Days $ / shares shares | May 06, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 30, 2022 $ / shares shares | ||
Common Stock, Shares Authorized (in shares) | 280,000,000 | 280,000,000 | |||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Common stock warrants | 205,201 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.84 | ||||||||||
Common stock, shares issued (in shares) | 9,270,894 | 2,944,306 | |||||||||
Proceeds from issuance of common stock and warrants | $ | $ 9,419 | $ 14,401 | |||||||||
Payment of cash equity issuance costs | $ | $ 617 | $ 627 | |||||||||
Common Stock [Member] | |||||||||||
Offering shares (Per share) | 50 | ||||||||||
Reverse stock split fractional share settlement | [1] | (91) | |||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||
Reverse stock split fractional share settlement | 1,541,508 | ||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||
Reverse stock split fractional share settlement | 77,080,169 | ||||||||||
Private Placement [Member] | |||||||||||
Warrants to purchase shares of Company's common stock | 2,272,723 | 1,052,631 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.64 | $ 2.375 | |||||||||
Date of issuance of warrant | 5 years | 5 years | |||||||||
Private Placement [Member] | Pre Funded Warrants [Member] | |||||||||||
Warrants to purchase shares of Company's common stock | 1,061,164 | 538,789 | |||||||||
Common stock warrants | 2.6399 | 2.3749 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Private Placement [Member] | Unregistered Shares [Member] | |||||||||||
Offering shares (Per share) | 455,242 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.64 | ||||||||||
April 2023 Registered Direct Offering And Private Placement | |||||||||||
Offering shares (Per share) | 756,317 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.64 | ||||||||||
Proceeds from issuance of common stock and warrants | $ | $ 6,000 | ||||||||||
Payment of cash equity issuance costs | $ | 700 | ||||||||||
Net Proceeds from the exercise of warrants | $ | 5,300 | ||||||||||
Grant date fair value | $ | $ 200 | ||||||||||
April 2023 Placement Agent Warrants | |||||||||||
Warrants to purchase shares of Company's common stock | 136,363 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.3 | ||||||||||
Date of issuance of warrant | 5 years | ||||||||||
January 2023 Registered Direct Offering and Private Placement | |||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Offering shares (Per share) | 476,842 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.375 | ||||||||||
Proceeds from issuance of common stock and warrants | $ | $ 2,500 | ||||||||||
Payment of cash equity issuance costs | $ | 300 | ||||||||||
Net Proceeds from the exercise of warrants | $ | 2,200 | ||||||||||
Grant date fair value | $ | $ 200 | ||||||||||
January 2023 Registered Direct Offering and Private Placement | Pre Funded Warrants [Member] | |||||||||||
Offering shares (Per share) | 37,000 | ||||||||||
Common stock warrants | 2.3749 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.0001 | ||||||||||
January 2023 Placement Agent Warrants | |||||||||||
Warrants to purchase shares of Company's common stock | 63,158 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.9688 | ||||||||||
Date of issuance of warrant | 5 years | ||||||||||
August 2022 Public Offering | |||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Offering shares (Per share) | 987,200 | ||||||||||
Consecutive trading day period | Days | 30 | ||||||||||
Trading day conversion price period | 300% | ||||||||||
Proceeds from issuance of common stock and warrants | $ | $ 13,800 | ||||||||||
Payment of cash equity issuance costs | $ | 2,300 | ||||||||||
Net Proceeds from the exercise of warrants | $ | $ 11,500 | ||||||||||
August 2022 Public Offering | Warrant One [Member] | |||||||||||
Warrants to purchase shares of Company's common stock | 1,104,000 | ||||||||||
Date of issuance of warrant | 1 year | ||||||||||
August 2022 Public Offering | Warrant Two [Member] | |||||||||||
Warrants to purchase shares of Company's common stock | 1,104,000 | ||||||||||
Date of issuance of warrant | 5 years | ||||||||||
May 2022 Registered Direct Offering | |||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Offering shares (Per share) | 72,935 | ||||||||||
Aggregate Consideration | $ | $ 2,000 | ||||||||||
Proceeds from issuance of common stock and warrants | $ | 1,400 | ||||||||||
Payment of cash equity issuance costs | $ | $ 600 | ||||||||||
May 2022 Purchase Warrants [Member] | |||||||||||
Warrants to purchase shares of Company's common stock | 72,935 | ||||||||||
May2022 Placement Agent Warrants [Member] | |||||||||||
Warrants to purchase shares of Company's common stock | 4,376 | ||||||||||
Series B Convertible Preferred Stock [Member] | August 2022 Public Offering | |||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Convertible Preferred Stock, Issuable Upon Conversion of All Shares (in shares) | 80 | ||||||||||
Weighted average daily dollar trading volume | $ | $ 500,000 | ||||||||||
Convertible Preferred Stock issued and outstanding | 1,460 | 1,460 | |||||||||
Series A 4.5% Convertible Preferred Stock [Member] | |||||||||||
Preferred Stock, Shares Authorized (in shares) | 1,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Convertible Preferred Stock, Issuable Upon Conversion of All Shares (in shares) | 129 | ||||||||||
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) | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Common stock, shares issued (in shares) | 200,000 | ||||||||||
Convertible Preferred Stock issued and outstanding | 200,000 | ||||||||||
September 2023 Offering [Member] | |||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Offering shares (Per share) | 2,339,398 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 0.84 | ||||||||||
Proceeds from issuance of common stock and warrants | $ | $ 2,000 | ||||||||||
Payment of cash equity issuance costs | $ | 300 | ||||||||||
Net Proceeds from the exercise of warrants | $ | 1,700 | ||||||||||
Grant date fair value | $ | $ 100 | ||||||||||
[1] (*) Adjusted to reflect the 1-for-50 reverse stock split effected on November 16, 2022. |
Note 7 - Equity Incentive Pla_3
Note 7 - Equity Incentive Plans (Details Textual) | 1 Months Ended | 12 Months Ended | |||||
Aug. 07, 2023 shares | Feb. 06, 2023 Days $ / shares shares | Jun. 30, 2023 shares | Apr. 30, 2021 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2013 shares | |
Number of options, Granted (in shares) | 669,180 | ||||||
Maximum shares issued under ESPP | $ | $ 17,000 | ||||||
Weighted-average grant date fair value of options granted | $ / shares | $ 0.82 | $ 26.15 | |||||
Unrecognized compensation cost weighted-average period of recognition | 1 year 9 months 18 days | ||||||
Non-vested, Weighted Average Contractual Life (Years) | 2 years 29 days | ||||||
Unrecognized compensation cost related to outstanding options | $ | $ 600,000 | ||||||
Fair value of the options vested | $ | $ 300,000 | $ 1,000,000 | |||||
Number of shares outstanding | 665,472 | 43,658 | |||||
Chief Executive Officer [Member] | |||||||
Number of options, Granted (in shares) | 78,160 | ||||||
Management [Member] | |||||||
Number of options, Granted (in shares) | 81,500 | ||||||
Employee Stock Option | |||||||
Number of shares issuable | 144,160 | ||||||
Restricted Stock Units [Member] | |||||||
Number of shares issuable | 144,160 | ||||||
Fair value of the options vested | $ | $ 70,000,000 | ||||||
Unrecognized compensation cost related to outstanding RSUs | $ | $ 400,000 | ||||||
Restricted Stock Units [Member] | Chief Executive Officer [Member] | |||||||
Number of Restricted Stock Units, Granted | 66,000 | ||||||
Restricted Stock Units [Member] | Management [Member] | |||||||
Number of Restricted Stock Units, Granted | 59,500 | ||||||
Performance Based Stock Units [Member] | |||||||
Number of Restricted Stock Units, Granted | 68,700 | ||||||
Number of Stock Units, Vested | 0 | ||||||
Risk free interest rate | 3.74% | ||||||
Expected stock price volatility | 76.60% | ||||||
Cost of equity | 27.99% | ||||||
Expected contractual life | 9 years 7 months 28 days | ||||||
Number of shares forfeited | 6,500 | ||||||
Number of shares unvested and outstanding | 62,200 | ||||||
Performance Based Stock Units [Member] | Tranche One [Member] | |||||||
Exercise price | $ / shares | $ 3.2 | ||||||
Award Vesting Rights Percentage | 50% | ||||||
Consecutive trading day period | Days | 20 | ||||||
Granted, Weighted Average Grant Date Fair Value | $ / shares | $ 1.5 | ||||||
Service period | 1 year 9 months | ||||||
Performance Based Stock Units [Member] | Tranche Two [Member] | |||||||
Exercise price | $ / shares | $ 4.25 | ||||||
Award Vesting Rights Percentage | 50% | ||||||
Consecutive trading day period | Days | 20 | ||||||
Granted, Weighted Average Grant Date Fair Value | $ / shares | $ 1.47 | ||||||
Service period | 2 years 5 months 23 days | ||||||
The 2021 EIP and Inducement Plan [Member] | |||||||
Common Stock capital shares reserved for future issuance (in shares) | 4,947 | ||||||
Number of shares issuable | 708,072 | ||||||
Share increase amount, percentage | 7.50% | ||||||
Share amount, percentage | 4% | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,947 | ||||||
The 2021 EIP and Inducement Plan [Member] | Restricted Stock Units [Member] | |||||||
Number of Restricted Stock Units, Granted | 445,742 | ||||||
Number of Stock Units, Vested | 61,120 | ||||||
Exercise price | $ / shares | $ 1.15 | ||||||
Non-vested, Weighted Average Contractual Life (Years) | 2 years 2 months 1 day | ||||||
Granted, Weighted Average Grant Date Fair Value | $ / shares | $ 1.35 | ||||||
Number of shares forfeited | 21,698 | ||||||
2013 Plan [Member] | |||||||
Common Stock capital shares reserved for future issuance (in shares) | 0 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | ||||||
The 2021 ESPP [Member] | |||||||
Common Stock capital shares reserved for future issuance (in shares) | 110,871 | ||||||
Percentage of purchase price of common stock | 85% | ||||||
Maximum number of shares per employee (in shares) | 10,000 | ||||||
Maximum shares issued under ESPP | $ | $ 25,000,000 | ||||||
Shares issued under the ESPP | 33,676 | ||||||
Share increase amount, percentage | 2.50% | ||||||
Share amount, percentage | 1% | ||||||
Share based compensation expense | $ | $ 18,000,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 109,944 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 110,871 | ||||||
2021 Inducement Plan [Member] | |||||||
Common Stock capital shares reserved for future issuance (in shares) | 863,214 | ||||||
Number of options, Granted (in shares) | 1,000,000 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 863,214 |
Note 7 - Equity Incentive Pla_4
Note 7 - Equity Incentive Plans - Schedule of Fair Value of Options Granted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted-average exercise price per share | $ 1.39 | $ 40.32 |
Weighted-average expected term (years) | 5 years 7 months 28 days | 5 years 9 months 21 days |
Weighted-average risk-free interest rate | 4.08% | 2.30% |
Weighted-average expected dividend yield | $ 0 | $ 0 |
Weighted-average volatility | 78.35% | 73.66% |
Note 7 - Equity Incentive Pla_5
Note 7 - Equity Incentive Plans - Schedule of Summarized Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Options, Outstanding (in shares) | 43,658 | |
Number of Options, Granted (in shares) | 669,180 | |
Number of Options, Exercised (in shares) | 0 | |
Number of Options, Forfeited, expired or cancelled (in shares) | (47,366) | |
Number of Options, Outstanding (in shares) | 665,472 | 43,658 |
Number of Options, Vested and expected to vest (in shares) | 665,472 | |
Number of Options, Exercisable (in shares) | 97,981 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 311.74 | |
Options Granted, Weighted Average Exercise Price (in dollars per share) | 1.39 | |
Options Forfeited, expired or cancelled, Weighted Average Exercise Price (in dollars per share) | 57.98 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | 17.6 | $ 311.74 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | 17.6 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 108.57 | |
Options Outstanding, Weighted Average Remaining Contractual Life (Year) | 9 years 4 months 13 days | 6 years 29 days |
Granted, Weighted Average Remaining Contractual Life (Year) | 9 years 6 months 25 days | |
Options Vested and expected to vest, Weighted Average Remaining Contractual Life (Year) | 9 years 4 months 13 days | |
Options Exercisable, Weighted Average Remaining Contractual Life (Year) | 8 years 2 months 4 days | |
Options Outstanding, Aggregate Intrinsic Value | $ 1 | $ 0 |
Options Vested and expected to vest, Aggregate Intrinsic Value | 1 | |
Options Exercisable, Aggregate Intrinsic Value | $ 0 |
Note 7 - Equity Incentive Pla_6
Note 7 - Equity Incentive Plans - Schedule of Stock-based Compensation for all Stock Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based compensation expense | $ 606 | $ 1,032 |
Research and Development Expense [Member] | ||
Share-based compensation expense | 240 | 182 |
General and Administrative Expense [Member] | ||
Share-based compensation expense | $ 366 | $ 850 |
Note 7 - Schedule of Restricted
Note 7 - Schedule of Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding, Aggregate Intrinsic Value | $ 1 | $ 0 |
Non-vested, Weighted Average Contractual Life (Years) | 2 years 29 days | |
The 2021 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted Stock Units, Non-vested | 362,924 | 0 |
Number of Restricted Stock Units, Granted | 445,742 | |
Number of Restricted Stock Units, Vested | 61,120 | |
Number of Restricted Stock Units, Forfeited | 21,698 | |
Granted, Weighted Average Grant Date Fair Value | $ 1.35 | |
Vested, Weighted Average Grant Date Fair Value | 2.33 | |
Forfeited, Weighted Average Grant Date Fair Value | 1.88 | |
Non-vested, Weighted Average Grant Date Fair Value | $ 1.15 | |
Options Outstanding, Aggregate Intrinsic Value | $ 0 | |
Non-vested, Weighted Average Contractual Life (Years) | 2 years 2 months 1 day |
Note 8 - Collaborations and L_2
Note 8 - Collaborations and License Agreements (Details Textual) | 12 Months Ended | 36 Months Ended | ||||
Oct. 27, 2022 USD ($) | Dec. 31, 2023 USD ($) Agreement shares | Dec. 31, 2018 USD ($) | Dec. 16, 2023 USD ($) | Oct. 20, 2023 Agreement | Dec. 31, 2022 USD ($) | |
Collaborations and license agreements upfront fee | $ 1,000,000 | |||||
Royalty expense | $ 6,750,000 | $ 4,500,000 | ||||
License Revenue | $ 300,000 | |||||
Maximum Aggregate Consideration | 5,000,000 | |||||
Milestone payments | $ 1,500,000 | |||||
Closing period of merger agreement | 48 months | |||||
Proceeds Deposited into the CVR Escrow | 20% | |||||
Accrued joint development expenses | $ 98,000 | $ 0 | ||||
Contingent value right issued | shares | 1 | |||||
Contingent value right, pro rata, net proceeds from sale or licensing | 80% | |||||
Minimum [Member] | ||||||
CVR Agreement, distribution minimum amount | $ 300,000 | $ 300,000 | ||||
Research and Development Expense [Member] | ||||||
Joint development expenses | $ 700,000 | |||||
License Agreements with the Regents of the University of California [Member] | ||||||
Number of license agreements | Agreement | 3 | |||||
Number of terminated license agreements | Agreement | 2 | |||||
Accrued royalties, current | $ 25,000 | 0 | ||||
Period of Expiration of License Agreement Description | The 2015 UC License will expire upon the expiration date of the longest-lived patent right licensed under the 2015 UC License. The Regents may terminate the 2015 UC License if: (i) a material breach by us is not cured within 60 days, (ii) we file a claim asserting the Regents licensed patent rights are invalid or unenforceable, or (iii) we file for bankruptcy. We also have the right to terminate the 2015 UC License at any time upon at least 90 days’ written notice. | |||||
License Agreements with the Regents of the University of California [Member] | Minimum [Member] | ||||||
Royalty rate, portion of sublicense income to be paid, percentage of one-third of upfront payment and milestone payment received | 30% | |||||
License Agreements with the Regents of the University of California [Member] | Maximum [Member] | ||||||
Royalty rate, portion of sublicense income to be paid, percentage of one-third of upfront payment and milestone payment received | 35% | |||||
License Agreements with the Regents of the University of California [Member] | Research and Development Expense [Member] | ||||||
Accrued royalties, current | $ 21,000 | $ 17,000 | ||||
NSI-532.IGF-1 [Member] | ||||||
Collaborations and license agreements upfront fee | $ 0 | |||||
Percentage cost in patent right | 100% | |||||
Percentage of net revenue | 50% |
Note 9 - Commitments and Cont_3
Note 9 - Commitments and Contingencies (Details Textual) | 12 Months Ended | ||||
Jun. 01, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 09, 2022 | May 12, 2022 ft² | |
Loss Contingencies [Line Items] | |||||
Operating Lease, Right-of-Use Asset | $ 198,000 | $ 300,000 | |||
Operating Lease, Liability, Current | 121,000 | 105,000 | |||
Operating Lease, Liability, Noncurrent | 90,000 | 211,000 | |||
Restructuring costs | 225,000 | 410,000 | |||
Imputed interest | 18,000 | ||||
Restructuring Costs [Member] | |||||
Loss Contingencies [Line Items] | |||||
Restructuring costs | $ 200,000 | 400,000 | |||
Cost Reduction Plan [Member] | |||||
Loss Contingencies [Line Items] | |||||
Reduction in work force | 20% | ||||
2023 RIF [Member] | |||||
Loss Contingencies [Line Items] | |||||
Reduction in work force | 25% | ||||
Insurance Financing Arrangement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Line of Credit Facility, Interest Rate During Period | 7.92% | ||||
Line of Credit Facility, Expiration Period | 9 months | ||||
Remaining balance under insurance financing arrangements | $ 158,000 | 88,000 | |||
Base Rate [Member] | |||||
Loss Contingencies [Line Items] | |||||
Base rent rate percentage | 50% | ||||
Corpotate Office [Member] | |||||
Loss Contingencies [Line Items] | |||||
Area of real estate property (Square Foot) | ft² | 2,747 | ||||
Lessee, operating lease, term of contract (Year) | 39 months | ||||
Lessee, operating lease, renewal term (Month) | 36 months | ||||
Lease monthly payment | $ 10,850 | ||||
Operating lease, contractual monthly lease payments, yearly escalation rate | 3% | ||||
Payments for (Proceeds from) Tenant Allowance | $ 28,000 | ||||
Operating Lease, Right-of-Use Asset | 198,000 | ||||
Operating Lease, Liability, Current | 121,000 | ||||
Operating Lease, Liability, Noncurrent | $ 90,000 | ||||
Lessee, Operating Lease, Discount Rate | 10.75% | ||||
Lessee, Operating Lease, Remaining Lease Term | 1 year 8 months 12 days | ||||
Operating Lease, Expense | $ 130,000 | $ 189,000 | |||
Imputed interest | 18,000 | ||||
Total remaining future minimum lease payments | $ 229,000 |
Note 9 - Commitments and Cont_4
Note 9 - Commitments and Contingencies - Schedule of Maturities of the Company's operating lease liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 136 |
2025 | 93 |
Total operating lease payments | 229 |
Less: imputed interest | (18) |
Total operating lease obligations | $ 211 |
Note 9 - Commitments and Cont_5
Note 9 - Commitments and Contingencies - Accrued liabilities in the consolidated balance sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Balance as of the beginning of year | $ 180 | $ 0 |
Net accrual additions | 225 | 410 |
Cash paid | (274) | (230) |
Balance as of the end of year | $ 131 | $ 180 |
Note 10 - Related Party Trans_2
Note 10 - Related Party Transactions (Details Textual) - USD ($) | Dec. 31, 2023 | May 15, 2023 | Dec. 31, 2022 | Oct. 11, 2022 |
Chief Executive Officer [Member] | ||||
Compensation to the Former Chief Executive Officer | $ 22,000 | |||
Related Party [Member] | ||||
Due to Related Parties | $ 105,625 | $ 141,250 | ||
Chief Operating Office [Member] | ||||
Monthly compensation | $ 4,000 | |||
Consultancy fees | $ 28,000 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Uncertain income tax positions | $ 0 | $ 0 | ||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carry forwards | 100,500,000 | $ 32,500,000 | $ 68,000,000 | |
State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carry forwards | $ 51,500,000 |
Note 12 - Income Taxes - Schedu
Note 12 - Income Taxes - Schedule of Statutory Federal Income Tax Applied to Loss Before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate of 21 percent applied to loss before income taxes | $ (2,583) | $ (2,995) |
State taxes - net of federal benefit | (810) | (1,040) |
Meals and entertainment | 3 | 0 |
Warrants | (12) | (276) |
Stock-based compensation | 522 | 60 |
Other non-deductible expenses | (89) | 71 |
Expiration of tax attributes | 484 | 484 |
Change in tax rate | 207 | (157) |
Valuation allowance | 2,278 | 3,853 |
Income tax expense | $ 0 | $ 0 |
Note 12 - Income Taxes - Sche_2
Note 12 - Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Accrued expenses | $ 128 | $ 91 |
Depreciation | 245 | 192 |
Lease accounting | 55 | 87 |
Net operating loss carryforwards | 24,703 | 22,681 |
Stock compensation | 1,470 | 1,955 |
Capitalized research and development costs | 2,515 | 1,912 |
Total deferred tax assets | 29,116 | 26,918 |
Operating right-of-use asset | 52 | 83 |
Prepaid expense | 112 | 160 |
Total deferred tax liabilities | 164 | 243 |
Net deferred tax asset | 28,952 | 26,675 |
Valuation allowance | (28,952) | (26,675) |
Net deferred taxes | $ 0 | $ 0 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Feb. 01, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 30, 2024 | |
Subsequent Event [Line Items] | ||||
Exercise price per share or per unit of warrants | $ 0.84 | |||
Cost inquired with exercise of warrants | $ 617 | $ 627 | ||
Common stock warrants | 205,201 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants to purchase shares of Company's common stock | 3,422,286 | |||
Replacement Warrants [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Exercise price per share or per unit of warrants | $ 0.7313 | |||
Date of issuance of warrant | 5 years | |||
Placement Agent Warrants [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Exercise price per share or per unit of warrants | $ 0.7313 | |||
Percentage of share issued | 6% | |||
Date of issuance of warrant | 5 years | |||
Out-of-Pocket Expenses | $ 35,000 | |||
Percentage of gross proceeds | 7.75% | |||
Warrant Inducement Agreements [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Exercise price per share or per unit of warrants | $ 0.7313 | |||
Net proceeds from exercise of warrants | $ 2,200 | |||
Gross proceeds from the exercise of warrants | 2,500 | |||
Cost inquired with exercise of warrants | $ 300 | |||
Common stock warrants | 3,422,286 | |||
Warrants to purchase shares of Company's common stock | 3,422,286 | |||
Warrant Inducement Agreements [Member] | May 2022 Warrants [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock warrants | 72,932 | |||
Warrant Inducement Agreements [Member] | Series 2 Warrants [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock warrants | 64,000 | |||
Warrant Inducement Agreements [Member] | January 2023 Warrants [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock warrants | 1,012,631 | |||
Warrant Inducement Agreements [Member] | April 2023 Warrants [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock warrants | 2,272,723 |