Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 05, 2024 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001357459 | |
Entity Registrant Name | PALISADE BIO, INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Securities Act File Number | 001-33672 | |
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, $0.01 par value | |
Trading Symbol | PALI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,184,487 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 11,353,000 | $ 12,432,000 |
Prepaid expenses and other current assets | 959,000 | 896,000 |
Total current assets | 12,312,000 | 13,328,000 |
Restricted cash | 26,000 | 26,000 |
Property and equipment, net | 4,000 | 10,000 |
Operating lease right-of-use asset | 142,000 | 198,000 |
Other noncurrent assets | 387,000 | 490,000 |
Total assets | 12,871,000 | 14,052,000 |
Current liabilities: | ||
Accounts payable | 514,000 | 698,000 |
Accrued liabilities | 1,555,000 | 831,000 |
Accrued compensation and benefits | 288,000 | 778,000 |
Current portion of operating lease liability | 130,000 | 121,000 |
Insurance financing debt | 349,000 | 158,000 |
Total current liabilities | 2,836,000 | 2,586,000 |
Warrant liability | 2,000 | 2,000 |
Contingent consideration obligation | 60,000 | 61,000 |
Operating lease liability, net of current portion | 24,000 | 90,000 |
Total liabilities | 2,922,000 | 2,739,000 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 280,000,000 shares authorized; 966,345 and 618,056 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 9,000 | 6,000 |
Additional paid-in capital | 139,051,000 | 132,811,000 |
Accumulated deficit | (129,113,000) | (121,506,000) |
Total stockholders' equity | 9,949,000 | 11,313,000 |
Total liabilities and stockholders' equity | 12,871,000 | 14,052,000 |
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 June 30, 2024 and December 31, 2023 | $ 2,000 | $ 2,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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) | 966,345 | 618,056 |
Common stock, shares outstanding (in shares) | 966,345 | 618,056 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 7,000,000 | 7,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 200,000 | 200,000 |
Preferred stock, shares outstanding (in shares) | 200,000 | 200,000 |
Common stock, shares issued (in shares) | 200,000 | |
Common stock, shares outstanding (in shares) | 200,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Operating expenses: | |||||
License revenue | $ 0 | $ 0 | $ 0 | $ 250 | |
Research and development | 2,628 | 2,177 | 4,842 | 3,418 | |
General and administrative | 1,583 | 1,432 | 3,042 | 2,970 | |
Total operating expenses | 4,211 | 3,609 | 7,884 | 6,388 | |
Loss from operations | (4,211) | (3,609) | (7,884) | (6,138) | |
Other (expense) income: | |||||
Interest expense | (2) | (3) | (3) | (3) | |
Other income, net | 133 | 219 | 280 | 408 | |
Total other income, net | 131 | 216 | 277 | 405 | |
Net loss | $ (4,080) | $ (3,393) | $ (7,607) | $ (5,733) | |
(Loss) income per common share: | |||||
Basic net loss per common share | [1] | $ (3.32) | $ (7.93) | $ (7.6) | $ (16.03) |
Diluted net loss per common share | [1] | $ (3.32) | $ (7.93) | $ (7.6) | $ (16.03) |
Weighted average shares used in computing (loss) income per common share: | |||||
Basic weighted average shares used in computing net loss per common share | [1] | 1,228,453 | 427,862 | 1,000,367 | 357,572 |
Diluted weighted average shares used in computing net loss per common share | [1] | 1,228,453 | 427,862 | 1,000,367 | 357,572 |
[1] (*) Basic and diluted loss per common share and basic and diluted weighted average share used in computing basic and diluted loss per common share for the three and six months ended June 30, 2023 has been adjusted to reflect the 1-for-15 reverse stock split effected on April 5, 2024. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) $ in Thousands | Total | Warrant Inducement Agreements [Member] | January 2023 Offering [Member] | May 2024 Offering [Member] | April 2023 Offering [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Warrant Inducement Agreements [Member] | Common Stock [Member] January 2023 Offering [Member] | Common Stock [Member] May 2024 Offering [Member] | Common Stock [Member] April 2023 Offering [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Warrant Inducement Agreements [Member] | [1] | Additional Paid-in Capital [Member] January 2023 Offering [Member] | [1] | Additional Paid-in Capital [Member] May 2024 Offering [Member] | Additional Paid-in Capital [Member] April 2023 Offering [Member] | Accumulated Deficit [Member] | |||||||||
Balance (in shares) at Dec. 31, 2022 | 200,000 | 196,287 | [1] | |||||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 12,479 | $ 2 | $ 2 | [1] | $ 121,665 | [1] | $ (109,190) | |||||||||||||||||||||
Net loss | (5,733) | (5,733) | ||||||||||||||||||||||||||
Stock-based compensation expense and related charges | 237 | 237 | [1] | |||||||||||||||||||||||||
Issuance of common stock for vesting of restricted stock units, net of employee withholding tax liability (in shares) | [1] | 844 | ||||||||||||||||||||||||||
Issuance of common stock upon warrant exercises (in shares) | [1] | 146,932 | ||||||||||||||||||||||||||
Issuance of common stock upon warrant exercises | 1,350 | $ 1 | [1] | 1,349 | [1] | |||||||||||||||||||||||
Issuance of common stock warrants related to promissory note (in shares) | [1] | 31,789 | 80,770 | |||||||||||||||||||||||||
Issuance of common stock warrants related to promissory note | $ 2,166 | $ 5,301 | $ 0 | [1] | $ 1 | [1] | $ 2,166 | $ 5,300 | [1] | |||||||||||||||||||
Balance (in shares) at Jun. 30, 2023 | 200,000 | 456,622 | [1] | |||||||||||||||||||||||||
Balance at Jun. 30, 2023 | 15,800 | $ 2 | $ 4 | [2] | 130,717 | [2] | (114,923) | |||||||||||||||||||||
Balance (in shares) at Mar. 31, 2023 | 200,000 | 304,264 | [2] | |||||||||||||||||||||||||
Balance at Mar. 31, 2023 | 13,747 | $ 2 | $ 3 | [2] | 125,272 | [2] | (111,530) | |||||||||||||||||||||
Net loss | (3,393) | (3,393) | ||||||||||||||||||||||||||
Issuance of common stock for vesting of restricted stock units, net of employee withholding tax liability (in shares) | [2] | 844 | ||||||||||||||||||||||||||
Issuance of common stock to vendors | 144 | 144 | [2] | |||||||||||||||||||||||||
Issuance of common stock upon warrant exercises (in shares) | [2] | 70,744 | ||||||||||||||||||||||||||
Issuance of common stock upon warrant exercises | 1 | 1 | [2] | |||||||||||||||||||||||||
Issuance of common stock warrants related to promissory note (in shares) | [2] | 80,770 | ||||||||||||||||||||||||||
Issuance of common stock warrants related to promissory note | $ 5,301 | $ 1 | [2] | $ 5,300 | [2] | |||||||||||||||||||||||
Balance (in shares) at Jun. 30, 2023 | 200,000 | 456,622 | [1] | |||||||||||||||||||||||||
Balance at Jun. 30, 2023 | 15,800 | $ 2 | $ 4 | [2] | 130,717 | [2] | (114,923) | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2023 | 200,000 | 618,056 | [1] | |||||||||||||||||||||||||
Balance at Dec. 31, 2023 | 11,313 | $ 2 | $ 6 | [1] | 132,811 | [1] | (121,506) | |||||||||||||||||||||
Net loss | (7,607) | (7,607) | ||||||||||||||||||||||||||
Stock-based compensation expense and related charges | 480 | 480 | [1] | |||||||||||||||||||||||||
Issuance of common stock to vendor (in shares) | [1] | 15,603 | ||||||||||||||||||||||||||
Issuance of common stock for vesting of restricted stock units, net of employee withholding tax liability | (25) | (25) | [1] | |||||||||||||||||||||||||
Issuance of common stock for vesting of restricted stock units, net of employee withholding tax liability (in shares) | [1] | 17,270 | ||||||||||||||||||||||||||
Issuance of common stock to vendors | 73 | 73 | [1] | |||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan (shares) | [1] | 2,256 | ||||||||||||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 11 | 11 | [1] | |||||||||||||||||||||||||
Issuance of common stock warrants related to promissory note (in shares) | [1] | 228,162 | 85,100 | |||||||||||||||||||||||||
Issuance of common stock warrants related to promissory note | $ 2,160 | $ 3,544 | $ 2 | [1] | $ 1 | [1] | $ 2,158 | $ 3,543 | [1] | |||||||||||||||||||
Reverse stock split fractional share settlement | [1] | (102) | ||||||||||||||||||||||||||
Balance (in shares) at Jun. 30, 2024 | 200,000 | 966,345 | [1] | |||||||||||||||||||||||||
Balance at Jun. 30, 2024 | 9,949 | $ 2 | $ 9 | [2] | 139,051 | [2] | (129,113) | |||||||||||||||||||||
Balance (in shares) at Mar. 31, 2024 | 200,000 | 851,302 | [2] | |||||||||||||||||||||||||
Balance at Mar. 31, 2024 | 10,064 | $ 2 | $ 8 | [2] | 135,087 | [2] | (125,033) | |||||||||||||||||||||
Net loss | (4,080) | (4,080) | ||||||||||||||||||||||||||
Stock-based compensation expense and related charges | 362 | 362 | [2] | |||||||||||||||||||||||||
Issuance of common stock to vendor (in shares) | [2] | 15,603 | ||||||||||||||||||||||||||
Issuance of common stock for vesting of restricted stock units, net of employee withholding tax liability | (25) | (25) | [2] | |||||||||||||||||||||||||
Issuance of common stock for vesting of restricted stock units, net of employee withholding tax liability (in shares) | [2] | 12,084 | ||||||||||||||||||||||||||
Issuance of common stock to vendors | 73 | 73 | [2] | |||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan (shares) | [2] | 2,256 | ||||||||||||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 11 | 11 | [2] | |||||||||||||||||||||||||
Issuance of common stock warrants related to promissory note (in shares) | [2] | 85,100 | ||||||||||||||||||||||||||
Issuance of common stock warrants related to promissory note | $ 3,544 | $ 1 | [2] | $ 3,543 | [2] | |||||||||||||||||||||||
Balance (in shares) at Jun. 30, 2024 | 200,000 | 966,345 | [1] | |||||||||||||||||||||||||
Balance at Jun. 30, 2024 | $ 9,949 | $ 2 | $ 9 | [2] | $ 139,051 | [2] | $ (129,113) | |||||||||||||||||||||
[1] (*) Adjusted to reflect the 1-for-15 reverse stock split effected on April 5, 2024. (*) Adjusted to reflect the 1-for-15 reverse stock split effected on April 5, 2024. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Proceeds from issuance of debt | $ 388 | $ 552 | ||
Common Stock [Member] | Warrant Inducement Agreements [Member] | ||||
Proceeds from issuance of debt | 2,412 | |||
Common Stock [Member] | January 2023 Offering [Member] | ||||
Proceeds from issuance of debt | 507 | |||
Common Stock [Member] | April 2023 Offering [Member] | ||||
Proceeds from issuance of debt | $ 854 | $ 854 | ||
Common Stock [Member] | May 2024 Offering [Member] | ||||
Proceeds from issuance of debt | $ 705 | $ 705 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Net loss | $ (7,607) | $ (5,733) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 2 | 3 |
Non-cash operating lease expense | 56 | 50 |
Recurring fair value measurements of liabilities | 5 | (59) |
Issuance of common stock to vendors | 73 | 0 |
Loss on disposal of property and equipment | 4 | 0 |
Stock-based compensation and related charges | 480 | 237 |
Other | 0 | (108) |
Changes in operating assets and liabilities | ||
Prepaid and other current assets and other noncurrent assets | 349 | 497 |
Accounts payable and accrued liabilities | 506 | (367) |
Accrued compensation and benefits | (490) | (195) |
Operating lease liabilities | (57) | (50) |
Net cash used in operating activities | (6,679) | (5,725) |
Cash flows from investing activities | ||
Purchases of property and equipment | 0 | (4) |
Net cash used in investing activities | 0 | (4) |
Cash flows from financing activities | ||
Payments on insurance financing debt | (158) | (138) |
Proceeds from issuance of common stock and warrants | 4,000 | 7,681 |
Proceeds from the exercise of warrants | 2,503 | 2,758 |
Payment of warrant inducement issuance costs | (343) | 0 |
Payment of equity issuance costs | (388) | (552) |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 11 | 0 |
Shares withheld for payment of employee withholding tax liability | (25) | |
Net cash provided by financing activities | 5,600 | 9,749 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (1,079) | 4,020 |
Cash, cash equivalents and restricted cash, beginning of year | 12,458 | 12,409 |
Cash, cash equivalents and restricted cash, end of period | 11,379 | 16,429 |
Reconciliation of cash, cash equivalents and restricted cash to the balance sheets | ||
Cash and cash equivalents | 11,353 | 16,403 |
Restricted cash | 26 | 26 |
Total cash, cash equivalents and restricted cash | 11,379 | 16,429 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 2 | 3 |
Supplemental disclosures of non-cash investing and financing activities | ||
Warrant inducement and equity issuance costs included in accounts payable and accrued liabilities | 68 | 10 |
Fair value of warrants issued to solicitation agent | 94 | 0 |
Fair value of warrants issued to placement agent | 249 | 328 |
Deferred equity issuance costs recognized as a reduction in additional paid-in capital from financing activities | 37 | 0 |
Insurance financing debt included in prepaid and other current assets and other noncurrent assets | 346 | 461 |
Incremental fair value of modified warrants (Note 5) | $ 1,975 | $ 0 |
Note 1 - Organization, Business
Note 1 - Organization, Business and Financial Condition | 6 Months Ended |
Jun. 30, 2024 | |
Disclosure Text Block [Abstract] | |
Organization, Business and Financial Condition | 1. Organization, Business and Financial Condition As used in this Quarterly Report on Form 10-Q, 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 The Company is a pre-clinical stage biopharmaceutical company focused on developing and advancing novel therapeutics for patients living with autoimmune, inflammatory, and fibrotic diseases. The Company's lead product candidate, PALI-2108, is being developed as a therapeutic for patients living with inflammatory bowel disease, or IBD, 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 June 30, 2024, the Company had an accumulated deficit of $ 129.1 million and cash and cash equivalents of approximately $ 11.4 million. The Company expects to continue to incur losses in the foreseeable future. The successful transition to achieving profitability is dependent upon achieving a level of revenues adequate to support the Company’s costs. There can be no assurances that such profitability will ever be achieved. 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 condensed consolidated financial statements are issued. The condensed consolidated financial statements have been prepared assuming that 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 condensed 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 its 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 5, Stockholders' Equity, 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 is successful in raising 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 occurrences 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 | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation In management’s opinion, the accompanying interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company's financial position, results of operations and cash flows. The interim results of operations are not necessarily indicative of the results that may occur for the full year. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these condensed consolidated financial statements are read in conjunction with the consolidated financial statements and notes included in the Company’s financial statements filed in the Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 26, 2024, and Form 10-Q for the three months ended March 31, 2024, which was filed with the SEC on May 13, 2024. The accompanying condensed 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 condensed consolidated financial statements and all intercompany activity and transactions, if any, have been eliminated . Reverse Stock Split On April 5, 2024, the Company effected a 1-for-15 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 stockholders received one share of common stock for every 15 shares such stockholder 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 were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split also affected the Company’s outstanding stock-based awards, common stock warrants, and other exercisable or convertible securities and resulted in the shares underlying such instruments being reduced and the exercise price or conversion 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-based award and common stock warrants included in these condensed consolidated financial statements, including the exercise price or conversion price of such equity instruments, as applicable, have been retrospectively adjusted to reflect 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 condensed consolidated financial statements relate to accrued research and development expenses and its contingent consideration obligation. 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, which is the Company's Chief Executive Officer, to make 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 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 June 30, 2024 and December 31, 2023, the Company held restricted cash of $ 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 condensed 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, if not yet finalized as of the balance sheet date, or shelf registration statement. As of June 30, 2024 and December 31, 2023, deferred equity issuance costs of $ 75,000 and $ 112,000 , respectively, w ere included in prepaid expenses and other current assets in the condensed 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 six months ended June 30, 2024 , the Company netted previously deferred equity issuance costs of approximately $ 37,000 against the additional paid-in capital recognized in conjunction with the warrant inducement transaction that closed on February 1, 2024 (see Note 5, 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 nor has the Company experienced any losses in these accounts. Fair Value of Financial Instruments 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. 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 condensed 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 operating lease 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 Obligations On September 1, 2023, the Company and Giiant Pharma, Inc. ("Giiant") entered into a research collaboration and license agreement (the “Giiant License Agreement”)(see Note 7, Collaborations and License Agreements). 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 a mid-single-digit percentage 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. 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 condensed 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 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 condensed consolidated statements of operations . Income Taxes The Company follows ASC 740, Income Taxes , or ASC Topic 740 (“ASC 740”), in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s condensed 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 stockholder 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. The Company offers to its employees an opportunity to participate in its shareholder approved Palisade Bio, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). All employees are eligible to participate in the ESPP while employed by the Company. The ESPP permits eligible employees to purchase common stock through payroll deductions, which may not exceed $ 25,000 or 666 shares of the Company's shares of common stock each offering period, as defined in the 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 ESPP is intended to qualify under Section 423 of the Internal Revenue Code. The Company estimates the fair value of ESPP awards on the first day of the offering period using the Black-Scholes option pricing model. The estimated fair value of ESPP awards is amortized on a straight-line basis over the requisite service period of the award. 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 ESPP awards. 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 any 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. On May 6, 2024, the Company issued 530,142 prefunded warrants with such prefunded warrants being immediately exercisable, having an exercise price of $ 0.0001 per share, and a perpetual term (See Note 5 for further details). The prefunded warrants were determined to be equity-classified in accordance with ASC 480 and ASC 815. As of June 30, 2024, all the prefunded warrants remained unexercised. Pursuant to the guidance of ASC 260-10, the Company concluded that because the equity-classified prefunded warrants were immediately exercisable for little or cash consideration due to the non-substantive stated exercise price, all the necessary conditions for issuance of the underlying common shares had been met when the prefunded warrants were issued. Therefore, the underlying common shares have been included in the denominator for both the calculation of basic and dilutive net loss per common share for the three and six months ended June 30, 2024. As the Company was in a net loss position for all periods presented, basic and diluted net loss per common share for the three and six months ended June 30, 2024 and June 30, 2023 were calculated under the if-converted and treasury stock methods. For both the three and six months ended June 30, 2024 and June 30, 2023, basic and diluted net loss per common share were the same as all common stock equivalents other than the prefunded warrants discussed above were anti-dilutive for both periods. The following table presents the calculation of basic and diluted net loss per common share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic and diluted net loss per common share: Net loss available to common stockholders - basic and diluted $ ( 4,080 ) $ ( 3,393 ) $ ( 7,607 ) $ ( 5,733 ) Weighted average shares used in calculating basic and diluted net loss per common share 1,228,453 427,862 1,000,367 357,572 Basic and diluted net loss per common share $ ( 3.32 ) $ ( 7.93 ) $ ( 7.60 ) $ ( 16.03 ) The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because their effects would be anti-dilutive: June 30, 2024 2023 Stock options 42,329 31,128 Restricted stock units 3,728 20,681 Warrants for common stock 1,245,650 267,724 Series A Convertible Preferred Stock 8 8 Total 1,291,715 319,541 Comprehensive Loss Comprehensive income (loss) is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss was the same as its reported net loss for all periods presented. Recently Issued or Adopted Accounting Pronouncements No new accounting pronouncements issued or adopted during the three and six months ended June 30, 2024 that had or are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures. |
Note 3 - Balance Sheet Details
Note 3 - Balance Sheet Details | 6 Months Ended |
Jun. 30, 2024 | |
Disclosure Text Block [Abstract] | |
Balance Sheet Details | 3. Balance Sheet Details Prepaid expenses and other current assets consisted of the following (in thousands): June 30, December 31, 2024 2023 Prepaid insurance $ 574 $ 428 Other receivables 128 148 Prepaid subscriptions and fees 136 138 Prepaid software licenses 41 64 Deferred equity issuance costs 75 112 Prepaid other 5 6 $ 959 $ 896 Other noncurrent assets consisted of the following (in thousands): June 30, December 31, 2024 2023 Prepaid insurance, less current portion $ 375 $ 478 Other noncurrent assets 12 12 $ 387 $ 490 Accrued liabilities consisted of the following (in thousands): June 30, December 31, 2024 2023 Accrued accounts payable $ 51 $ 166 Accrued clinical trial expenses 10 20 Accrued director stipends 52 106 Accrued severance and benefits (Note 8) — 131 Accrued joint development expenses (Note 7) 1,083 98 Current portion of contingent consideration obligation (Note 4) 149 143 Accrued other 210 167 $ 1,555 $ 831 |
Note 4 - Fair Value Measurement
Note 4 - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Disclosure Text Block [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements 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 a contingent consideration obligation. The carrying amounts of financial instruments such 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 carrying value of the Company’s insurance financing debt as of June 30, 2024 and December 31, 2023 approximates its fair value due to the market rate of interest, which is based on level 2 inputs. The Company’s liability-classified common stock warrants and its contingent consideration obligation are carried at fair value based on level 3 inputs. None of the Company’s non-financial assets or liabilities are recorded at fair value on a nonrecurring basis. Cash and Cash Equivalents The Company invests its excess cash in money market funds that are classified as level 1 in the fair value hierarchy, due to their short-term maturity, and measured the fair value based on quoted prices in active markets for identical assets. The fair value of the Company's cash and cash equivalents invested in money market funds was $ 10.4 million and $ 12.3 million as of June 30, 2024 and December 31, 2023, respectively Contingent Consideration Obligation Pursuant to the Giiant License Agreement, 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, 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 condensed 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 that 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 June 30, 2024 included a discount rate of 20.0 % and management's updated projections of the likelihood of success in achieving each of the defined milestones based on empirical, published industry data. The following table summarizes the activity of the Company's Level 3 contingent consideration obligation, which is fair valued on a recurring bases (in thousands): Three Months Ended Six Months Ended Contingent Consideration Obligation June 30, 2024 June 30, 2024 Fair value at beginning of period $ 204 $ 204 Change in fair value during the period 5 5 Fair value at end of period $ 209 $ 209 As of June 30, 2024 and December 31, 2023, approximately $ 149,000 and $ 143,000 , respectively, of the contingent consideration obligation was recognized in accrued liabilities in the condensed consolidated balance sheets as it was expected to be settled within one-year of the balance sheet date. The remaining amount of the contingent consideration obligation of approximately $ 60,000 and $ 61,000 was recognized as a noncurrent liability in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 , respectively. The change in the fair value of the contingent consideration obligation of approximately $ 5,000 for the three and six months ended June 30, 2024 , respectively, was recognized in research and development expenses in the condensed consolidated statements of operations. There was no change in the fair value of the contingent consideration obligation for the three and six months ended June 30, 2023. 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, if any, are recognized as a component of other income, net in the condensed consolidated statement of operations. As of June 30, 2024, 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 during the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Warrant Liabilities 2024 2023 2024 2023 Fair value at beginning of period $ 2 $ 18 $ 2 $ 61 Change in fair value during the period — ( 16 ) — ( 59 ) Fair value at end of period $ 2 $ 2 $ 2 $ 2 |
Note 5 - Stockholders' Equity
Note 5 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Disclosure Text Block [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity Classes of Stock Common Stock As of June 30, 2024 , 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 April 5 , 2024, the Company effected the Reverse Stock Split. Accordingly, each of the Company’s stockholders received one share of the Company's common stock for every 15 shares of the Company's common stock that such stockholder 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-based awards, warrants and other exercisable or convertible securities and resulted in the shares underlying such instruments being reduced and the exercise price or conversion price being increased proportionately by 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 that the stockholder would otherwise be entitled, multiplied by the closing trading price of the Company's common stock on April 5, 2024. The amount of cash paid for fractional shares was immaterial to the Company's financial statements . As a result of the Reverse Stock Split, on April 5, 2024, the number of issued and outstanding shares of the Company's common stock was adjusted from 12,771,015 shares to 851,302 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 June 30, 2024 , 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 June 30, 2024 , all of the Company's 200,000 shares of Series A Convertible Preferred Stock outstanding are convertible into an aggregate of 8 shares of the Company's common stock. Recent Equity Offerings May 2024 Offering On May 1, 2024, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to sell and issue, in a private placement, (i) 85,100 shares of the Company’s common stock at a purchase price per share of $ 6.5015 , and (ii) 530,142 prefunded warrants to purchase shares of the Company's common stock at a purchase price of $ 6.5014 per prefunded warrant, with such prefunded warrants being immediately exercisable, having an exercise price of $ 0.0001 per share, and a perpetual term, and (iii) common stock warrants to purchase 922,863 shares of the Company's common stock at an exercise price of $ 6.314 per share and a term of seven years from the date of issuance (the "May 2024 Warrants") (collectively, the “May 2024 Offering”). The Company issued warrants to the placement agent in the May 2024 Offering to purchase an aggregate 36,914 shares of the Company's common stock (the “May 2024 Placement Agent Warrants”). The May 2024 Placement Agent Warrants have substantially the same terms as the May 2024 Warrants, except that the exercise price of each of the May 2024 Placement Agent Warrants is $ 10.727 per share and the term is five years from issuance. The fair value of the May 2024 Placement Agent Warrants was recognized by the Company as an equity issuance cost which reduced the additional paid-in capital recognized from the May 2024 Offering. The May 2024 Offering closed on May 6, 2024 for net cash proceeds to the Company of approximately $ 3.5 million, consisting of gross cash proceeds of $ 4.0 million less cash equity issuance costs of approximately $ 0.5 million, which excludes the grant date fair value of the May 2024 Placement Agent Warrants of approximately $ 0.2 million. Other Recent Equity Offerings On September 11, 2023, the Company completed a registered direct offering of common stock pursuant to an effective shelf registration statement on Form S-3 (the "September 2023 Offering"). Gross cash proceeds from the September 2023 Offering were $ 2.0 million and net cash proceeds were $ 1.7 million after deducting cash equity issuance costs of approximately $ 0.3 million. On April 3, 2023, the Company completed a registered direct offering and concurrent private placement of common stock and warrants to purchase common stock (the "April 2023 Offering"). Gross cash proceeds from the April 2023 Offering were $ 6.0 million and net cash proceeds were $ 5.3 million after deducting cash equity issuance costs of approximately $ 0.7 million. On January 4, 2023, the Company completed a registered direct offering and concurrent private placement of common stock and warrants to purchase common stock (the "January 2023 Offering"). Gross cash proceeds from the January 2023 Offering were $ 2.5 million and net cash proceeds were approximately $ 2.2 million after deducting cash equity issuance costs of approximately $ 0.3 million. Common Stock Warrants and Warrant Exercises February 2024 Warrant Inducement 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 common stock warrants issued on May 10, 2022 (the "May 2022 Warrants"), January 4, 2023 (the “January 2023 Warrants”), and April 5, 2023 (the “April 2023 Warrants”) , as well as certain outstanding Series 2 warrants issued on August 16, 2022 (the "Series 2 Warrants") (collectively, the “Existing Warrant(s)”). Pursuant to the Warrant Inducement Agreements, the exercise price of each of the Existing Warrants exercised was reduced to $ 10.97 per share. Each of the Warrant Holders that exercised its Existing Warrants pursuant to the Warrant Inducement Agreements, received one replacement warrant to purchase a share of the Company's common stock (the “Replacement Warrants”) for each Existing Warrant exercised (in its entirety, the "February 2024 Warrant Inducement"). The Replacement Warrants are exercisable immediately, have an exercise price per share of $ 10.97 , and expire five years from the date of issuance, which was February 1, 2024. 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 228,162 Existing Warrants consisting of: (i) 4,865 May 2022 Warrants, (ii) 4,267 Series 2 Warrants, (iii) 67,511 January 2023 Warrants, and (iv) 151,519 April 2023 Warrants. As a result of the exercises of the Existing Warrants, the Company issued an aggregate of 228,162 shares of its common stock. The February 2024 Warrant Inducement 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 cash equity issuance costs of approximately $ 0.3 million . The February 2024 Warrant Inducement, which resulted in the lowering of the exercise price of the Existing Warrants and the issuance of the Replacement Warrants, is considered a modification of the Existing Warrants under the guidance of ASC 815-40. The modification is consistent with the Equity Issuance classification under that guidance as the reason for the modification was to induce the holders of the Existing Warrants to cash exercise their Existing Warrants, resulting in the imminent exercise of the Existing Warrants, which raised equity capital and generated gross cash proceeds for the Company of approximately $ 2.5 million. As pursuant to the guidance of ASC 480 and ASC 815 the Existing Warrants and Replacement Warrants were classified as equity instruments before and after the modification, and as the modification is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $ 2.0 million as an equity issuance cost netted against the additional paid-in capital recognized from the associated warrant exercises. The amount of the equity issuance cost recognized for the warrant modification was determined using the Black-Scholes option pricing model as the incremental fair value of the modified Existing Warrants and additional Replacement Warrants issued as compared to the fair value of the original Existing Warrants immediately prior to their modification. The solicitation agent fees associated with the February 2024 Warrant Inducement consisted of: (i) a cash fee equal to 7.75 % of the gross proceeds received by the Company, (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 the Existing Warrants, with an exercise price of $ 10.97 per share, and a term of five years from issuance (the "Solicitation Agent Warrants"), and (iii) $ 35,000 of out-of-pocket expenses. The fair value of the Solicitation Agent Warrants was recognized by the Company as an equity issuance cost, which reduced the additional paid-in capital recognized from the issuance of common stock in connection with the exercise of the Existing Warrants. Total equity issuance costs recognized in the February 2024 Warrant Inducement of $ 2.4 million include cash equity issuance costs of $ 0.3 million, non-cash warrant modification costs of approximately $ 2.0 million, and non-cash issuance costs associated with the Solicitation Agent Warrants of $ 0.1 million. Common Stock Warrants Outstanding and Warrant Activity The Company accounts for the majority of its warrants as equity-classified in accordance with ASC 480 and ASC 815. 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 exercisable common stock warrants outstanding of 1,775,792 and 272,211 at June 30, 2024 and December 31, 2023, respectively. The Company's exercisable common stock warrants outstanding at June 30, 2024 includes: i) 530,142 pre-funded warrants with an exercise price of $ 0.0001 per share that were issued with the May 2024 Offering, ii) 922,863 common stock warrants with an exercise price of $ 6.314 per share that were issued with the May 2024 Offering, iii) 228,158 common stock warrants with an exercise price of $ 10.97 , iv) 9,414 common stock warrant with an exercise price of $ 6.314 , and v) 85,215 common stock warrants with a weighted average exercise price of $ 323.48 . Of the outstanding common stock warrants, 9,414 are subject to price reset provisions in the event future sales of the Company's securities are sold at a price per share less than the exercise price of such warrants . The following table summarizes warrant acti vity during the six months ended June 30, 2024: Number of Weighted Weighted Warrants outstanding, December 31, 2023 272,211 $ 144.78 4.12 Granted 1,731,767 5.13 6.50 (1) Exercised ( 228,162 ) 10.97 — Forfeited, expired or cancelled ( 24 ) 53,474.38 — Warrants outstanding, June 30, 2024 1,775,792 20.21 6.23 (1) (1) The pre-funded common stock warrants granted and outstanding during and as of the six months ended June 30, 2024 have a perpetual term and are therefore excluded from the calculation of the weighted average remaining contractual life. |
Note 6 - Equity Incentive Plans
Note 6 - Equity Incentive Plans | 6 Months Ended |
Jun. 30, 2024 | |
Disclosure Text Block [Abstract] | |
Equity Incentive Plans | 6. Equity Incentive Plans Equity Incentive Plans The Company’s stock-based compensation generally includes RSUs, PSUs, and stock options. During the six months ended June 30, 2024 , the Company granted 1,000 stock options at a weighted-average fair market value of $ 6.63 per option. There were no RSUs other equity-based awards issued under any of the Company's equity incentive plans in the six months ended June 30, 2024. During the six months ended June 30, 2023 , the Company granted 28,997 stock options at a weighted average grant date fair market value of $ 15.13 per stock option, 17,100 RSUs at a weighted-average fair market value of $ 28.34 per RSU, and 4,576 PSUs at a weighted average fair market value of $ 16.90 per PSU. Employee Stock Purchase Plan Compensation expense associated with the ESPP for the three and six months ended June 30, 2024 was approximately $ 4,000 and $ 9,000 , respectively. There was no compensation expense associated with the ESPP in the three and six months ended June 30, 2023. Share-Based Compensation Expense The allocation of stock-based compensation for all stock option, RSU and PSU awards is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development expense $ 162 $ 67 $ 209 $ 116 General and administrative expense 196 77 262 121 Total $ 358 $ 144 $ 471 $ 237 To reduce the ongoing administrative burden and expense associated with the quarterly vesting of the Company's time-based RSUs, on May 28, 2024, the Company's Board of Directors approved the immediate accelerated vesting of all unvested time-based RSUs issued to employees that were outstanding as of that date. The accelerated vesting was accounted for as a Type I modification under ASC 718 and accordingly, the Company recognized share-based compensation expense associated with the time-based RSUs subject to immediate vesting of approximately $ 129,000 in general and administrative expenses and approximately $ 125,000 in research and development expenses for the three and six months ended June 30, 2024. As of June 30, 2024 , the unrecognized compensation cost related to outstanding stock options was approximately $ 0.4 million, which is expected to be recognized over a weighted-average period of approximately 1.63 years and the unrecognized compensation cost related to outstanding time-based and performance-based RSUs was approximately $ 24,000 , which is expected to be recognized over a weighted average period of approximately 0.80 years. |
Note 7 - Collaborations and Lic
Note 7 - Collaborations and License Agreements | 6 Months Ended |
Jun. 30, 2024 | |
Disclosure Text Block [Abstract] | |
Collaborations and License Agreements | 7. Collaborations and License Agreements Research Collaboration and License Agreement with Giiant On September 1, 2023, the Company entered into the Giiant License Agreement whereby the Company 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 compound, and (ii) the PALI-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 is responsible for: (i) overseeing the day-to-day development of the Giiant Licensed Assets through Proof of Concept (as defined below), and (ii) the creation and implementation of the development plan and development budget for the Giiant Licensed Assets (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 three and six months ended June 30, 2024 , the Company has recognized expenses related to the joint development plan with Giiant in the amount of approximately $ 1.9 million and $ 3.5 million, respectively, which are included in research and development expenses in the condensed consolidated statements of operations. At June 30, 2024 and December 31, 2023, the Company has accrued joint development expenses of approximately $ 1.1 million and approximately $ 0.1 million, respectively, in accrued liabilities in the condensed consolidated balance sheets. As consideration for the Giiant Licensed Assets, the Company will (i) make certain payments between the mid six-digit range and low seven-digit range upon the achievement of the 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 a mid-single-digit percentage 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 has made no Giiant License Payments since the commencement of the Giiant License Agreement. The Company may unilaterally terminate the Giiant License Agreement for: (i) convenience, (ii) the failure to achieve Proof of Concept within eighteen months of September 1, 2023, subject to extension upon the occurrence of certain event, or (iii) a material breach by Giiant, that is not cured within ninety days of written notice. 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 provided however that upon the Payment Cap being achieved, that right will terminate and the Giiant License Agreement will become perpetual. On August 2, 2024, the Company and Giiant entered into an amendment to the Giiant License Agreement (the "Giiant License Agreement Amendment"). See Note 9, Subsequent Event for further details. 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 six months ended June 30, 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 three and six months ended June 30, 2024 and the three months ended June 30, 2023, the Company recognized no license revenue from Newsoara under the Newsoara Co-Development Agreement. The Newsoara Co-Development Agreement will expire upon 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 June 30, 2024, 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 six months ended June 30, 2023 , there were approximately $ 25,000 in sublicense fees and no license maintenance fees due to Regents recognized in research and development expenses in the condensed consolidated statements of operations. During the three and six months ended June 30, 2024 and the three months ended June 30, 2023 , the Company recognized no sublicense f ees or license maintenance fees due to Regents in research and development expenses in the condensed 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) the Company files a claim asserting the Regents licensed patent rights are invalid or unenforceable, or (iii) the Company files for bankruptcy. The Company also has 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 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Corporate Office Lease The Company is party to non-cancelable facility operating lease (the "Corporate Office Lease") of office space for its corporate headquarters 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. 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 June 30, 2024 , the Company recognized an operating right-of-use asset related to the Corporate Office Lease in the amount of $ 142,000 and a current and noncurrent operating lease liability related to the Corporate Office Lease of $ 130,000 and $ 24,000 , respectively. As of June 30, 2024 , the total remaining future minimum lease payments associated with the Corporate Office Lease of approximately $ 163,000 , including imputed interest of $ 9,000 calculated using a discount rate of 10.75 % , will be paid over the remaining lease term of approximately 1.2 years. Maturities of the Company's operating lease liabilities as of June 30, 2024 are as follows: Year ending December 31, 2024 (remaining) $ 69 2025 94 Total operating lease payments 163 Less: imputed interest ( 9 ) Total operating lease obligations $ 154 The Company recognized operating lease expense associated with its Corporate Office Lease and its predecessor corporate headquarters lease of approximately $ 32,000 in both the three months ended June 30, 2024, and June 30, 2023 and $ 65,000 in both the six months ended June 30, 2024 and June 30, 2023. Insurance Financing Arrangements Consistent with past practice, in June 2024, the Company entered into an agreement to finance insurance policies that renewed in May 2024. The financing arrangement entered into in June 2024 has a stated annual interest rate of 8.42 % and is payable over a 9-month period with the first payment commencing June 30, 2024. The insurance financing arrangement is secured by the associated insurance policies. As of June 30, 2024 and December 31, 2023 , the aggregate remaining balance under the Company's insurance financing arrangements in place at each time was $ 0.3 million and $ 0.2 million, respectively. 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 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. The Company recognized no restructuring expenses related to either the 2022 Cost-Reduction Plan or the 2023 RIF for the three and six months ended June 30, 2024 and June 30, 2023. Total expenses related to the 2022 Cost-Reduction Plan and the 2023 RIF through June 30, 2024 were approximately $ 0.4 million and $ 0.2 million, respectively. 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 a ccrued liabilities in the condensed consolidated balance sheets as of each period shown (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Balance as of the beginning of period $ 35 $ 5 $ 131 $ 180 Net accrual adjustments ( 3 ) - ( 3 ) - Cash paid ( 32 ) ( 5 ) ( 128 ) ( 180 ) Balance as of the end of period $ — $ — $ — $ — 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 June 30, 2024 , which will have, individually or in 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, amended and restated bylaws, and indemnification agreements, 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 9 - Subsequent Event
Note 9 - Subsequent Event | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | 9. Subsequent Event Amendment to Giiant License Agreement On August 2, 2024, the Company and Giiant entered into the Giiant License Agreement Amendment. Pursuant to the Giiant License Agreement Amendment, the Company agreed to increase the amount it will reimburse or advance to Giiant prior to Proof of Concept under the Giiant Development Plan by an amount in the mid six-digit range. As consideration for the increase, Giiant agreed to (i) a reduction in the Giiant Milestone Payments that would be due to them upon the achievement of the first two development milestones, and (ii) a decrease the Payment Cap applied to future Giiant License Payments, as set forth in the original Giiant License Agreement. The amount of the reduction in the Giiant Milestone Payment as a result of the Giiant License Agreement Amendment is in the high six-digit range and the decrease in the Payment Cap is in the mid-six digit range. There were no other changes to the terms of the original Giiant License Agreement as a result of the Giiant License Agreement Amendment that would have a material impact on the Company's results of operations, financial position or future cash flows. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation In management’s opinion, the accompanying interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company's financial position, results of operations and cash flows. The interim results of operations are not necessarily indicative of the results that may occur for the full year. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these condensed consolidated financial statements are read in conjunction with the consolidated financial statements and notes included in the Company’s financial statements filed in the Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 26, 2024, and Form 10-Q for the three months ended March 31, 2024, which was filed with the SEC on May 13, 2024. The accompanying condensed 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 condensed consolidated financial statements and all intercompany activity and transactions, if any, have been eliminated . |
Reverse Stock Split | Reverse Stock Split On April 5, 2024, the Company effected a 1-for-15 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 stockholders received one share of common stock for every 15 shares such stockholder 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 were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split also affected the Company’s outstanding stock-based awards, common stock warrants, and other exercisable or convertible securities and resulted in the shares underlying such instruments being reduced and the exercise price or conversion 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-based award and common stock warrants included in these condensed consolidated financial statements, including the exercise price or conversion price of such equity instruments, as applicable, have been retrospectively adjusted to reflect 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 condensed consolidated financial statements relate to accrued research and development expenses and its contingent consideration obligation. 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, which is the Company's Chief Executive Officer, to make 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 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 June 30, 2024 and December 31, 2023, the Company held restricted cash of $ 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 condensed 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, if not yet finalized as of the balance sheet date, or shelf registration statement. As of June 30, 2024 and December 31, 2023, deferred equity issuance costs of $ 75,000 and $ 112,000 , respectively, w ere included in prepaid expenses and other current assets in the condensed 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 six months ended June 30, 2024 , the Company netted previously deferred equity issuance costs of approximately $ 37,000 against the additional paid-in capital recognized in conjunction with the warrant inducement transaction that closed on February 1, 2024 (see Note 5, 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 nor has the Company experienced any losses in these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. |
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 condensed 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 operating lease 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 Obligations | Contingent Consideration Obligations On September 1, 2023, the Company and Giiant Pharma, Inc. ("Giiant") entered into a research collaboration and license agreement (the “Giiant License Agreement”)(see Note 7, Collaborations and License Agreements). 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 a mid-single-digit percentage 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. 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 condensed 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 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 condensed consolidated statements of operations . |
Income Taxes | Income Taxes The Company follows ASC 740, Income Taxes , or ASC Topic 740 (“ASC 740”), in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s condensed 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 stockholder 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. The Company offers to its employees an opportunity to participate in its shareholder approved Palisade Bio, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). All employees are eligible to participate in the ESPP while employed by the Company. The ESPP permits eligible employees to purchase common stock through payroll deductions, which may not exceed $ 25,000 or 666 shares of the Company's shares of common stock each offering period, as defined in the 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 ESPP is intended to qualify under Section 423 of the Internal Revenue Code. The Company estimates the fair value of ESPP awards on the first day of the offering period using the Black-Scholes option pricing model. The estimated fair value of ESPP awards is amortized on a straight-line basis over the requisite service period of the award. 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 ESPP awards. |
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 any 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. On May 6, 2024, the Company issued 530,142 prefunded warrants with such prefunded warrants being immediately exercisable, having an exercise price of $ 0.0001 per share, and a perpetual term (See Note 5 for further details). The prefunded warrants were determined to be equity-classified in accordance with ASC 480 and ASC 815. As of June 30, 2024, all the prefunded warrants remained unexercised. Pursuant to the guidance of ASC 260-10, the Company concluded that because the equity-classified prefunded warrants were immediately exercisable for little or cash consideration due to the non-substantive stated exercise price, all the necessary conditions for issuance of the underlying common shares had been met when the prefunded warrants were issued. Therefore, the underlying common shares have been included in the denominator for both the calculation of basic and dilutive net loss per common share for the three and six months ended June 30, 2024. As the Company was in a net loss position for all periods presented, basic and diluted net loss per common share for the three and six months ended June 30, 2024 and June 30, 2023 were calculated under the if-converted and treasury stock methods. For both the three and six months ended June 30, 2024 and June 30, 2023, basic and diluted net loss per common share were the same as all common stock equivalents other than the prefunded warrants discussed above were anti-dilutive for both periods. The following table presents the calculation of basic and diluted net loss per common share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic and diluted net loss per common share: Net loss available to common stockholders - basic and diluted $ ( 4,080 ) $ ( 3,393 ) $ ( 7,607 ) $ ( 5,733 ) Weighted average shares used in calculating basic and diluted net loss per common share 1,228,453 427,862 1,000,367 357,572 Basic and diluted net loss per common share $ ( 3.32 ) $ ( 7.93 ) $ ( 7.60 ) $ ( 16.03 ) The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because their effects would be anti-dilutive: June 30, 2024 2023 Stock options 42,329 31,128 Restricted stock units 3,728 20,681 Warrants for common stock 1,245,650 267,724 Series A Convertible Preferred Stock 8 8 Total 1,291,715 319,541 |
Comprehensive Loss | Comprehensive Loss Comprehensive income (loss) is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss was the same as its reported net loss for all periods presented. |
Recently Adopted Accounting Pronouncements | Recently Issued or Adopted Accounting Pronouncements No new accounting pronouncements issued or adopted during the three and six months ended June 30, 2024 that had or are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures. |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Common Share | The following table presents the calculation of basic and diluted net loss per common share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic and diluted net loss per common share: Net loss available to common stockholders - basic and diluted $ ( 4,080 ) $ ( 3,393 ) $ ( 7,607 ) $ ( 5,733 ) Weighted average shares used in calculating basic and diluted net loss per common share 1,228,453 427,862 1,000,367 357,572 Basic and diluted net loss per common share $ ( 3.32 ) $ ( 7.93 ) $ ( 7.60 ) $ ( 16.03 ) |
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: June 30, 2024 2023 Stock options 42,329 31,128 Restricted stock units 3,728 20,681 Warrants for common stock 1,245,650 267,724 Series A Convertible Preferred Stock 8 8 Total 1,291,715 319,541 |
Note 3 - Balance Sheet Details
Note 3 - Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Table Text Block [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): June 30, December 31, 2024 2023 Prepaid insurance $ 574 $ 428 Other receivables 128 148 Prepaid subscriptions and fees 136 138 Prepaid software licenses 41 64 Deferred equity issuance costs 75 112 Prepaid other 5 6 $ 959 $ 896 |
Schedule of Other Noncurrent Assets | Other noncurrent assets consisted of the following (in thousands): June 30, December 31, 2024 2023 Prepaid insurance, less current portion $ 375 $ 478 Other noncurrent assets 12 12 $ 387 $ 490 |
Schedule Of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): June 30, December 31, 2024 2023 Accrued accounts payable $ 51 $ 166 Accrued clinical trial expenses 10 20 Accrued director stipends 52 106 Accrued severance and benefits (Note 8) — 131 Accrued joint development expenses (Note 7) 1,083 98 Current portion of contingent consideration obligation (Note 4) 149 143 Accrued other 210 167 $ 1,555 $ 831 |
Note 4 - Fair Value Measureme_2
Note 4 - Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 during the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Warrant Liabilities 2024 2023 2024 2023 Fair value at beginning of period $ 2 $ 18 $ 2 $ 61 Change in fair value during the period — ( 16 ) — ( 59 ) Fair value at end of period $ 2 $ 2 $ 2 $ 2 |
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 obligation, which is fair valued on a recurring bases (in thousands): Three Months Ended Six Months Ended Contingent Consideration Obligation June 30, 2024 June 30, 2024 Fair value at beginning of period $ 204 $ 204 Change in fair value during the period 5 5 Fair value at end of period $ 209 $ 209 |
Note 5 - Stockholders' Equity (
Note 5 - Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Table Text Block [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes warrant acti vity during the six months ended June 30, 2024: Number of Weighted Weighted Warrants outstanding, December 31, 2023 272,211 $ 144.78 4.12 Granted 1,731,767 5.13 6.50 (1) Exercised ( 228,162 ) 10.97 — Forfeited, expired or cancelled ( 24 ) 53,474.38 — Warrants outstanding, June 30, 2024 1,775,792 20.21 6.23 (1) (1) The pre-funded common stock warrants granted and outstanding during and as of the six months ended June 30, 2024 have a perpetual term and are therefore excluded from the calculation of the weighted average remaining contractual life. |
Note 6 - Equity Incentive Pla_2
Note 6 - Equity Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Table Text Block [Abstract] | |
Schedule of Stock-based Compensation for all Stock Awards | The allocation of stock-based compensation for all stock option, RSU and PSU awards is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development expense $ 162 $ 67 $ 209 $ 116 General and administrative expense 196 77 262 121 Total $ 358 $ 144 $ 471 $ 237 |
Note 8 - Commitments and Cont_2
Note 8 - Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 are as follows: Year ending December 31, 2024 (remaining) $ 69 2025 94 Total operating lease payments 163 Less: imputed interest ( 9 ) Total operating lease obligations $ 154 |
Schedule of Accrued liabilities in the consolidated balance sheet | ccrued liabilities in the condensed consolidated balance sheets as of each period shown (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Balance as of the beginning of period $ 35 $ 5 $ 131 $ 180 Net accrual adjustments ( 3 ) - ( 3 ) - Cash paid ( 32 ) ( 5 ) ( 128 ) ( 180 ) Balance as of the end of period $ — $ — $ — $ — |
Note 1 - Organization, Busine_2
Note 1 - Organization, Business and Financial Condition (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | |
Disclosure Text Block [Abstract] | |||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred Stock, Dividend Rate, Percentage | 4.50% | ||
Retained earnings (Accumulated deficit), ending balance | $ (129,100) | ||
Cash and cash equivalents | $ 11,353 | $ 12,432 | $ 16,403 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 6 Months Ended | |||||
Apr. 05, 2024 shares | Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) Segment shares | May 06, 2024 $ / shares shares | Dec. 31, 2023 USD ($) | |||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of operating segments | Segment | 1 | ||||||
Number of reportable segments | Segment | 1 | ||||||
Reverse stock split | 1-for-15 | ||||||
Reverse stock split fractional share settlement | shares | 15 | ||||||
Restricted cash | $ 26,000 | $ 26,000 | $ 26,000 | ||||
Deferred equity issuance costs | 75,000 | 75,000 | $ 112,000 | ||||
Maximum shares issued under ESPP | 11,000 | $ 11,000 | |||||
The 2021 ESPP [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Percentage of purchase price of common stock | 85% | ||||||
Pre Funded Warrants [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warrants to purchase shares of common stock | shares | 530,142 | ||||||
Warrants exercise price of common stock Warrants | $ / shares | $ 0.0001 | ||||||
Maximum [Member] | The 2021 ESPP [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Shares issued under the ESPP. | shares | 666 | ||||||
Maximum shares issued under ESPP | $ 25,000,000 | ||||||
Additional Paid In Capital [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Deferred equity issuance costs againist additional paid-in capital | 37,000 | ||||||
Maximum shares issued under ESPP | $ 11,000 | [1] | $ 11,000 | [2] | |||
[1] (*) Adjusted to reflect the 1-for-15 reverse stock split effected on April 5, 2024. (*) Adjusted to reflect the 1-for-15 reverse stock split effected on April 5, 2024. |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Basic and diluted net loss per common share: | |||||
Net loss available to common stockholders - basic | $ (4,080) | $ (3,393) | $ (7,607) | $ (5,733) | |
Weighted average shares used in calculating basic loss per common share | [1] | 1,228,453 | 427,862 | 1,000,367 | 357,572 |
Basic net loss per common share | [1] | $ (3.32) | $ (7.93) | $ (7.6) | $ (16.03) |
Diluted net (loss) per common share: | |||||
Net loss attributable to common shares - diluted | $ (4,080) | $ (3,393) | $ (7,607) | $ (5,733) | |
Weighted average shares used in calculating diluted loss per common share | [1] | 1,228,453 | 427,862 | 1,000,367 | 357,572 |
Diluted net loss per common share | [1] | $ (3.32) | $ (7.93) | $ (7.6) | $ (16.03) |
[1] (*) Basic and diluted loss per common share and basic and diluted weighted average share used in computing basic and diluted loss per common share for the three and six months ended June 30, 2023 has been adjusted to reflect the 1-for-15 reverse stock split effected on April 5, 2024. |
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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Anti-dilutive securities (in shares) | 1,291,715 | 319,541 |
Stock options [Member] | ||
Anti-dilutive securities (in shares) | 42,329 | 31,128 |
Restricted Stock Units [Member] | ||
Anti-dilutive securities (in shares) | 3,728 | 20,681 |
Warrant [Member] | ||
Anti-dilutive securities (in shares) | 1,245,650 | 267,724 |
Series A Convertible Preferred Stock [Member] | ||
Anti-dilutive securities (in shares) | 8 | 8 |
Note 3 - Balance Sheet Detail_2
Note 3 - Balance Sheet Details - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets [Abstract] | ||
Prepaid insurance | $ 574 | $ 428 |
Other receivables | 128 | 148 |
Prepaid subscriptions and fees | 136 | 138 |
Prepaid software licenses | 41 | 64 |
Deferred equity issuance costs | 75 | 112 |
Prepaid other | 5 | 6 |
Prepaid expenses and other current assets | $ 959 | $ 896 |
Note 3 - Balance Sheet Detail_3
Note 3 - Balance Sheet Details - Summary of Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Disclosure Text Block [Abstract] | ||
Prepaid insurance, less current portion | $ 375 | $ 478 |
Other noncurrent assets | 12 | 12 |
Other noncurrent assets, Total | $ 387 | $ 490 |
Note 3 - Balance Sheet Detail_4
Note 3 - Balance Sheet Details - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Notes To Financial Statements [Abstract] | ||
Accrued accounts payable | $ 51 | $ 166 |
Accrued clinical trial costs | 10 | 20 |
Accrued director stipends | 52 | 106 |
Accrued severance and benefits | 0 | 131 |
Accrued joint development expenses | 1,083 | 98 |
Current portion of contingent consideration obligation | 149 | 143 |
Accrued other | 210 | 167 |
Accrued liabilities, current, Total | $ 1,555 | $ 831 |
Note 4 - Fair Value Measureme_3
Note 4 - Fair Value Measurements (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Changes in fair value of contingent consideration | $ 5,000 | $ 0 | $ 5,000 | $ 0 | |
Contingent consideration obligation | 60,000 | 60,000 | $ 61,000 | ||
Money Market Funds [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value of the Company's cash and cash equivalents | 10,400,000 | 10,400,000 | 12,300,000 | ||
Accrued Liabilities [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration obligation | $ 149,000 | $ 149,000 | $ 143,000 | ||
Discount Rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0.20 | 0.20 |
Note 4 - Fair Value Measureme_4
Note 4 - Fair Value Measurements - Activity for Items Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Contingent Consideration Obligations [Member] | ||||
Balance, Beginning | $ 204 | $ 204 | ||
Change in fair value during the period | 5 | 5 | ||
Balance, Ending | 209 | 209 | ||
Warrant [Member] | ||||
Balance, Beginning | 2 | $ 18 | 2 | $ 61 |
Change in fair value during the period | 0 | (16) | 0 | (59) |
Balance, Ending | $ 2 | $ 2 | $ 2 | $ 2 |
Note 5 - Stockholders' Equity_2
Note 5 - Stockholders' Equity (Details Textual) - USD ($) | 6 Months Ended | ||||||||||
May 06, 2024 | May 01, 2024 | Apr. 05, 2024 | Feb. 01, 2024 | Jan. 30, 2024 | Sep. 11, 2023 | Apr. 03, 2023 | Jan. 04, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Common Stock, Shares Authorized (in shares) | 280,000,000 | 280,000,000 | |||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||
Reverse stock split fractional share settlement | 15 | ||||||||||
Warrants and Rights Outstanding | $ 1,775,792 | $ 272,211 | |||||||||
Proceeds from issuance of common stock and warrants | 4,000,000 | $ 7,681,000 | |||||||||
Payment of equity issuance costs | $ 388,000 | $ 552,000 | |||||||||
Common stock, shares outstanding (in shares) | 966,345 | 618,056 | |||||||||
Common stock, shares issued (in shares) | 966,345 | 618,056 | |||||||||
Pre Funded Warrants [Member] | |||||||||||
Warrants to purchase shares of common stock | 530,142 | ||||||||||
Warrants exercise price of common stock Warrants | $ 0.0001 | ||||||||||
Replacement Warrants [Member] | |||||||||||
Warrants exercise price of common stock Warrants | $ 10.97 | ||||||||||
Date of issuance of warrant | 5 years | ||||||||||
Five Lakh Thirty Thousand One Hundred and Forty Two [Member] | |||||||||||
Warrants exercise price of common stock Warrants | $ 0.0001 | ||||||||||
Common stock warrants | 530,142 | ||||||||||
Nine Lakh Twenty Two Thousand Eight Hundred and Sixty Three Common Stock [Member] | |||||||||||
Warrants exercise price of common stock Warrants | $ 6.314 | ||||||||||
Common stock warrants | 922,863 | ||||||||||
Two Lakh Twenty Eight Thousand One Hundred and Fifty Eight Common Stock [Member] | |||||||||||
Warrants exercise price of common stock Warrants | $ 10.97 | ||||||||||
Common stock warrants | 228,158 | ||||||||||
Nine Thousand Four Hundred And Fourteen Common Stock [Member] | |||||||||||
Warrants exercise price of common stock Warrants | $ 6.314 | ||||||||||
Common stock warrants | 9,414 | ||||||||||
Eighty Five Thousand Two Hundred and Fifteen Common Stock [Member] | |||||||||||
Common stock warrants | 85,215 | ||||||||||
Weighted-average exercise price | $ 323.48 | ||||||||||
Private Placement [Member] | |||||||||||
Warrants to purchase shares of common stock | 922,863 | ||||||||||
Warrants exercise price of common stock Warrants | $ 6.314 | ||||||||||
Date of issuance of warrant | 7 years | ||||||||||
Private Placement [Member] | Pre Funded Warrants [Member] | |||||||||||
Warrants to purchase shares of common stock | 530,142 | ||||||||||
Warrants exercise price of common stock Warrants | $ 0.0001 | ||||||||||
Common stock warrants | 6.5014 | ||||||||||
May 2024 Placement Agent Warrants [Member] | |||||||||||
Warrants to purchase shares of common stock | 36,914 | ||||||||||
Warrants exercise price of common stock Warrants | $ 10.727 | ||||||||||
Date of issuance of warrant | 5 years | ||||||||||
May Two Thousand Twenty Four Offering [Member] | |||||||||||
Issuance of stock during period, Shares | 85,100 | ||||||||||
Proceeds from issuance of common stock and warrants | $ 4,000,000 | ||||||||||
Payment of equity issuance costs | 500,000 | ||||||||||
Net Proceeds | 3,500,000 | ||||||||||
Grant date fair value | $ 200,000 | ||||||||||
May Two Thousand Twenty Four Offering [Member] | Unregistered Shares [Member] | |||||||||||
Shares Issued, Price Per Share | $ 6.5015 | ||||||||||
February 2024 Warrant Inducement [Member] | |||||||||||
Warrants to purchase shares of common stock | 228,162 | ||||||||||
Net proceeds from exercise of warrants | $ 2,200,000 | ||||||||||
Gross proceeds from the exercise of warrants | 2,500,000 | ||||||||||
Warrants exercise price of common stock Warrants | $ 10.97 | ||||||||||
Total equity issuance costs | $ 2,400,000 | ||||||||||
Non-cash warrant modification costs | 2,000,000 | ||||||||||
Payment of equity issuance costs | 2,000,000 | $ 300,000 | |||||||||
Cash transaction-related expenses And placement agent fees | $ 300,000 | ||||||||||
Common stock warrants | 228,162 | ||||||||||
February 2024 Warrant Inducement [Member] | May 2022 Warrants [Member] | |||||||||||
Common stock warrants | 4,865 | ||||||||||
February 2024 Warrant Inducement [Member] | Series 2 Warrants [Member] | |||||||||||
Common stock warrants | 4,267 | ||||||||||
February 2024 Warrant Inducement [Member] | January 2023 Warrants [Member] | |||||||||||
Common stock warrants | 67,511 | ||||||||||
February 2024 Warrant Inducement [Member] | April 2023 Warrants [Member] | |||||||||||
Common stock warrants | 151,519 | ||||||||||
Placement Agent Warrants [Member] | |||||||||||
Warrants exercise price of common stock Warrants | $ 10.97 | ||||||||||
Out-of-pocket expenses | $ 35,000 | ||||||||||
Non-cash warrant issuance costs | $ 100,000 | ||||||||||
Percentage of gross proceeds | 7.75% | ||||||||||
Percentage of share issued | 6% | ||||||||||
Date of issuance of warrant | 5 years | ||||||||||
Common Stock [Member] | |||||||||||
Issuance of stock during period, Shares | 15 | ||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||
Reverse stock split fractional share settlement | 851,302 | ||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||
Reverse stock split fractional share settlement | 12,771,015 | ||||||||||
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) | $ 0.01 | ||||||||||
Convertible Preferred Stock, Issuable Upon Conversion of All Shares (in shares) | 8 | ||||||||||
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 outstanding (in shares) | 200,000 | 200,000 | |||||||||
Common stock, shares outstanding (in shares) | 200,000 | ||||||||||
Common stock, shares issued (in shares) | 200,000 | ||||||||||
September 2023 Offering [Member] | |||||||||||
Proceeds from issuance of common stock and warrants | $ 2,000,000 | ||||||||||
Payment of equity issuance costs | 300,000 | ||||||||||
Net Proceeds | $ 1,700,000 | ||||||||||
April 2023 Offering [Member] | |||||||||||
Proceeds from issuance of common stock and warrants | $ 6,000,000 | ||||||||||
Payment of equity issuance costs | 700,000 | ||||||||||
Net Proceeds | $ 5,300,000 | ||||||||||
January 2023 Offering [Member] | |||||||||||
Proceeds from issuance of common stock and warrants | $ 2,500,000 | ||||||||||
Payment of equity issuance costs | 300,000 | ||||||||||
Net Proceeds | $ 2,200,000 |
Note 5 - Stockholders' Equity -
Note 5 - Stockholders' Equity - Summary of Warrant Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | |||
Warrants outstanding, balance (in shares) | 272,211 | |||
Granted (in shares) | [1] | 1,731,767 | ||
Exercised (in shares) | (228,162) | |||
Forfeited, expired or cancelled (in shares) | (24) | |||
Warrants outstanding, balance (in shares) | 1,775,792 | [1] | 272,211 | |
Warrants outstanding, weighted average exercise price (in dollars per share) | $ 20.21 | [1] | $ 144.78 | |
Granted, weighted average exercise price (in dollars per share) | [1] | 5.13 | ||
Exercised, weighted average exercise price | 10.97 | |||
Forfeited, expired, or cancelled, weighted average exercise price | $ 53,474.38 | |||
Warrants outstanding, weighted average remaining contratual life (years) | 6 years 2 months 23 days | [1] | 4 years 1 month 13 days | |
Granted, weighted average remaining contractual life | [1] | 6 years 6 months | ||
[1] (1) The pre-funded common stock warrants granted and outstanding during and as of the six months ended June 30, 2024 have a perpetual term and are therefore excluded from the calculation of the weighted average remaining contractual life. |
Note 6 - Equity Incentive Pla_3
Note 6 - Equity Incentive Plans (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based compensation expense | $ 358,000 | $ 144,000 | $ 471,000 | $ 237,000 |
Unrecognized compensation cost related to outstanding options | 400,000 | $ 400,000 | ||
Unrecognized compensation cost weighted-average period of recognition | 1 year 7 months 17 days | |||
Non-vested, Weighted Average Contractual Life (Years) | 9 months 18 days | |||
General and Administrative Expense [Member] | ||||
Share-based compensation expense | 196,000 | 77,000 | $ 262,000 | 121,000 |
Research and Development Expense [Member] | ||||
Share-based compensation expense | 162,000 | 67,000 | 209,000 | $ 116,000 |
Restricted Stock Units [Member] | ||||
Unrecognized compensation cost related to outstanding RSUs | 24,000 | $ 24,000 | ||
Number of Restricted Stock Units, Granted | 17,100 | |||
Weighted-average grant date fair value of RSU | $ 28.34 | |||
Performance Based Stock Units [Member] | ||||
Number of Restricted Stock Units, Granted | 4,576 | |||
Weighted-average grant date fair value of RSU | $ 16.9 | |||
Stock Option [Member] | ||||
Number of Options Granted (in shares) | 1,000 | 28,997 | ||
Weighted-average grant date fair value of options | $ 15.13 | |||
Time-based RSU [Member] | General and Administrative Expense [Member] | ||||
Share-based compensation expense | 129,000 | $ 129,000 | ||
Time-based RSU [Member] | Research and Development Expense [Member] | ||||
Share-based compensation expense | 125,000 | 125,000 | ||
The ESPP [Member] | ||||
Share based compensation expense | $ 4,000 | $ 0 | $ 9,000 | $ 0 |
Equity Incentive Plan [Member] | ||||
Common stock capital shares reserved for future issuance (in shares) | 0 | 0 | ||
Equity Incentive Plan [Member] | Stock Option [Member] | ||||
Weighted-average grant date fair value of options | $ 6.63 |
Note 6 - Equity Incentive Pla_4
Note 6 - Equity Incentive Plans - Schedule of Stock-based Compensation for all Stock Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based compensation expense | $ 358 | $ 144 | $ 471 | $ 237 |
Research and Development Expense [Member] | ||||
Share-based compensation expense | 162 | 67 | 209 | 116 |
General and Administrative Expense [Member] | ||||
Share-based compensation expense | $ 196 | $ 77 | $ 262 | $ 121 |
Note 7 - Collaborations and L_2
Note 7 - Collaborations and License Agreements (Details Textual)) $ in Thousands | 3 Months Ended | 6 Months Ended | 36 Months Ended | ||||
Oct. 27, 2022 USD ($) | Jun. 30, 2024 USD ($) Agreement shares | Jun. 30, 2024 USD ($) Agreement shares | Dec. 16, 2023 USD ($) | Dec. 31, 2023 USD ($) | Oct. 20, 2023 Agreement | Jun. 30, 2023 USD ($) | |
Collaborations and License Agreements Upfront Fee | $ 0 | $ 1,000 | |||||
Royalty Expense | 6,750 | $ 4,500 | |||||
Maximum Aggregate Consideration | 5,000 | ||||||
License revenue | 300 | ||||||
Accrued joint development expenses | $ 1,083 | $ 1,083 | $ 98 | ||||
Milestone Payments | $ 1,500 | ||||||
Closing period of merger agreement | 48 months | ||||||
Proceeds Deposited into the CVR Escrow | 20% | ||||||
Contingent value right issued | shares | 1 | 1 | |||||
Contingent value right, pro rata, net proceeds from sale or licensing | 80% | ||||||
Research and Development Expense [Member] | |||||||
Joint development expenses | $ 1,900 | $ 3,500 | |||||
Minimum [Member] | |||||||
CVR Agreement, distribution minimum amount | $ 300 | $ 300 | |||||
License Agreements with the Regents of the University of California [Member] | |||||||
Number of License Agreements | Agreement | 3 | 3 | |||||
Number of terminated license agreements | Agreement | 2 | ||||||
Accrued Royalties, Current | $ 25,000 | ||||||
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) the Company files a claim asserting the Regents licensed patent rights are invalid or unenforceable, or (iii) the Company files for bankruptcy. The Company also has 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] | Research and Development Expense [Member] | |||||||
Accrued Royalties, Current | $ 0 | $ 0 | $ 0 | ||||
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% | 35% | |||||
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% | 30% | |||||
NSI-532.IGF-1 [Member] | |||||||
Percentage Cost in Patent Right | 100% | ||||||
Percentage of net revenue | 50% |
Note 8 - Commitments and Cont_3
Note 8 - Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Sep. 09, 2022 | May 12, 2022 | |
Loss Contingencies [Line Items] | |||||||
Operating Lease, Right-of-Use Asset | $ 142,000 | $ 142,000 | $ 198,000 | ||||
Operating Lease, Liability, Current | 130,000 | 130,000 | 121,000 | ||||
Operating Lease, Liability, Noncurrent | 24,000 | 24,000 | 90,000 | ||||
Imputed interest | 9,000 | 9,000 | |||||
Cost Reduction Plan [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Reduction In Work Force | 20% | ||||||
Restructuring Costs | $ 0 | $ 0 | 0 | $ 0 | |||
Total expenses | $ 400,000 | ||||||
2023 RIF [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Reduction In Work Force | 25% | 25% | |||||
Restructuring Costs | $ 0 | 0 | $ 0 | 0 | |||
Total expenses | $ 200,000 | ||||||
Insurance Financing Arrangement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Line of Credit Facility, Interest Rate During Period | 8.42% | ||||||
Line of Credit Facility, Expiration Period | 9 months | ||||||
Remaining balance under insurance financing arrangements | 300,000 | $ 300,000 | $ 200,000 | ||||
Corporate Office [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Lessee, operating lease, term of contract (Month) | 39 months | ||||||
Lessee, operating lease, renewal term (Month) | 36 months | ||||||
Operating Lease, Right-of-Use Asset | 142,000 | 142,000 | |||||
Operating Lease, Liability, Current | 130,000 | 130,000 | |||||
Operating Lease, Liability, Noncurrent | $ 24,000 | $ 24,000 | |||||
Lessee, Operating Lease, Discount Rate | 10.75% | 10.75% | |||||
Lessee, Operating Lease, Remaining Lease Term | 1 year 2 months 12 days | 1 year 2 months 12 days | |||||
Operating Lease, Expense | $ 32,000 | $ 32,000 | $ 65,000 | $ 65,000 | |||
Imputed interest | 9,000 | 9,000 | |||||
Total remaining future minimum lease payments | $ 163,000 | $ 163,000 |
Note 8 - Commitments and Cont_4
Note 8 - Commitments and Contingencies - Schedule of Maturities of the Company's operating lease liabilities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 (remaining) | $ 69 |
2025 | 94 |
Total operating lease payments | 163 |
Less: imputed interest | (9) |
Total operating lease obligations | $ 154 |
Note 8 - Commitments and Cont_5
Note 8 - Commitments and Contingencies - Accrued liabilities in the consolidated balance sheet (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Reserve [Roll Forward] | ||||
Balance as of the beginning of period | $ 35 | $ 5 | $ 131 | $ 180 |
Net accrual adjustments | (3) | 0 | (3) | 0 |
Cash paid | (32) | (5) | (128) | (180) |
Balance as of the end of period | $ 0 | $ 0 | $ 0 | $ 0 |