Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 03, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Protara Therapeutics, Inc. | ||
Trading Symbol | TARA | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 11,306,753 | ||
Entity Public Float | $ 19.6 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001359931 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-36694 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-4580525 | ||
Entity Address, Address Line One | 345 Park Avenue South | ||
Entity Address, Address Line Two | 3rd Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10010 | ||
City Area Code | (646) | ||
Local Phone Number | 844-0337 | ||
Title of 12(b) Security | common stock, par value $0.001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 24,127 | $ 35,724 |
Marketable debt securities | 60,243 | 55,505 |
Prepaid expenses and other current assets | 1,776 | 1,883 |
Total current assets | 86,146 | 93,112 |
Restricted cash, non-current | 745 | 745 |
Marketable debt securities, non-current | 17,886 | 39,467 |
Property and equipment, net | 1,592 | 1,719 |
Operating lease right-of-use asset | 6,277 | 7,171 |
Goodwill | 29,517 | |
Other assets | 644 | 865 |
Total assets | 113,290 | 172,596 |
Current liabilities: | ||
Accounts payable | 1,586 | 954 |
Accrued expenses | 3,237 | 2,489 |
Operating lease liability | 917 | 855 |
Total current liabilities | 5,740 | 4,298 |
Operating lease liability, non-current | 5,467 | 6,384 |
Total liabilities | 11,207 | 10,682 |
Commitments and contingencies (Note 9) | ||
Stockholders’ Equity | ||
Preferred stock, $0.001 par value, authorized 10,000,000 shares: Series 1 convertible preferred stock, 8,028 shares authorized at December 31, 2022 and 2021, respectively 8,027 shares issued and outstanding as of December 31, 2022 and 2021, respectively. | ||
Common stock, $0.001 par value, authorized 100,000,000 shares: Common stock, 11,267,389 and 11,235,731 shares issued and outstanding as of December 31, 2022 and 2021, respectively. | 11 | 11 |
Additional paid in capital | 262,724 | 256,126 |
Accumulated deficit | (159,964) | (94,012) |
Accumulated other comprehensive income (loss) | (688) | (211) |
Total stockholders’ equity | 102,083 | 161,914 |
Total liabilities and stockholders’ equity | $ 113,290 | $ 172,596 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,267,389 | 11,235,731 |
Common stock, shares outstanding | 11,267,389 | 11,235,731 |
Series 1 Convertible Preferred Stock | ||
Preferred stock, shares authorized | 8,028 | 8,028 |
Preferred stock, shares issued | 8,027 | 8,027 |
Preferred stock, shares outstanding | 8,027 | 8,027 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 16,808 | $ 21,088 |
General and administrative | 20,737 | 26,401 |
Loss on impairment of goodwill | 29,517 | |
Total operating expenses | 67,062 | 47,489 |
Loss from operations | (67,062) | (47,489) |
Other income (expense), net | ||
Interest and investment income | 1,110 | 237 |
Other income (expense), net | 1,110 | 237 |
Net loss | $ (65,952) | $ (47,252) |
Net loss per share attributable to common stockholders, basic (in Dollars per share) | $ (5.86) | $ (4.21) |
Weighted average shares outstanding, basic (in Shares) | 11,259,615 | 11,232,576 |
Other comprehensive income (loss): | ||
Net unrealized (loss) gain on marketable debt securities | $ (477) | $ (211) |
Other comprehensive income (loss) | (477) | (211) |
Comprehensive Loss | $ (66,429) | $ (47,463) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss per share attributable to common stockholders, diluted | $ (5.86) | $ (4.21) |
Weighted average shares outstanding, diluted | 11,259,615 | 11,232,576 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Series 1 Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2020 | $ 11 | $ 245,992 | $ (46,760) | $ 199,243 | ||
Balance (in Shares) at Dec. 31, 2020 | 8,027 | 11,211,840 | ||||
Settlement of restricted stock units | (228) | (228) | ||||
Settlement of restricted stock units (in Shares) | 23,891 | |||||
Stock-based compensation - restricted stock units | 4,520 | 4,520 | ||||
Stock-based compensation - stock options | 5,842 | 5,842 | ||||
Other comprehensive loss | (211) | (211) | ||||
Net loss | (47,252) | (47,252) | ||||
Balance at Dec. 31, 2021 | $ 11 | 256,126 | (94,012) | (211) | 161,914 | |
Balance (in Shares) at Dec. 31, 2021 | 8,027 | 11,235,731 | ||||
Settlement of restricted stock units | (90) | (90) | ||||
Settlement of restricted stock units (in Shares) | 31,658 | |||||
Stock-based compensation - restricted stock units | 1,273 | 1,273 | ||||
Stock-based compensation - stock options | 5,415 | 5,415 | ||||
Other comprehensive loss | (477) | (477) | ||||
Net loss | (65,952) | (65,952) | ||||
Balance at Dec. 31, 2022 | $ 11 | $ 262,724 | $ (159,964) | $ (688) | $ 102,083 | |
Balance (in Shares) at Dec. 31, 2022 | 8,027 | 11,267,389 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (65,952) | $ (47,252) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on impairment of goodwill | 29,517 | |
Stock based compensation | 6,688 | 10,362 |
Operating lease right-of-use asset | 1,366 | 1,050 |
Depreciation | 248 | 117 |
Amortization of premium on marketable debt securities | 1,137 | 1,737 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 265 | (418) |
Other assets | 222 | 295 |
Accounts payable | 631 | 40 |
Accrued expenses | 748 | 576 |
Operating lease liabilities | (1,327) | (1,009) |
Net cash used in operating activities | (26,457) | (34,502) |
Cash flows from investing activities: | ||
Purchase of marketable debt securities | (43,550) | (124,748) |
Proceeds from maturity and redemption of marketable debt securities | 58,620 | 27,150 |
Purchase of property and equipment | (120) | (596) |
Net cash (used in)/provided by investing activities | 14,950 | (98,194) |
Cash flows from financing activities: | ||
Repurchase of shares in connection with settlement of RSUs | (90) | (228) |
Net cash (used in)/provided by financing activities | (90) | (228) |
Net (decrease)/increase in cash and cash equivalents and restricted cash | (11,597) | (132,924) |
Cash and cash equivalents and restricted cash - beginning of year | 36,469 | 169,393 |
Cash and cash equivalents and restricted cash - end of period | 24,872 | 36,469 |
Cash paid for: | ||
Interest | ||
Income Taxes |
Organization and Nature of the
Organization and Nature of the Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Nature of the Business [Abstract] | |
Organization and Nature of the Business | 1. Organization and Nature of the Business Overview Protara Therapeutics, Inc., and its consolidated subsidiaries (“Protara” or the “Company”), is a clinical-stage biopharmaceutical company committed to advancing transformative therapies for the treatment of cancer and rare diseases. Protara’s portfolio includes two development programs utilizing TARA-002, an investigational cell therapy in development for the treatment of lymphatic malformations, or LMs and non-muscle invasive bladder cancer, or NMIBC. The third program in the portfolio is Intravenous, or IV Choline Chloride, an investigational phospholipid substrate replacement therapy initially in development for patients receiving parenteral nutrition, or PN who have intestinal failure associated liver disease, or IFALD. On January 9, 2020, privately-held ArTara Subsidiary, Inc. (“Private ArTara”) and Protara Therapeutics, Inc. (formerly ArTara Therapeutics, Inc., formerly Proteon Therapeutics, Inc.) completed the merger and reorganization (the “Merger”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated September 23, 2019, (the “Merger Agreement”) by and among Protara Therapeutics, Inc., Private ArTara and REM 1 Acquisition, Inc., a wholly owned subsidiary of Protara Therapeutics, Inc (“Merger Sub”). Thereupon, Merger Sub merged with and into Private ArTara, with Private ArTara surviving as a wholly owned subsidiary of Protara Therapeutics, Inc. The Merger was structured as a reverse merger and Private ArTara was determined to be the accounting acquirer based on the terms of the Merger and other factors, and the post-merger company retained the name ArTara Therapeutics, Inc., which on May 11, 2020 was changed to Protara Therapeutics, Inc. In addition, concurrently with the execution of the Merger Agreement, Protara issued a private placement, whereby all of the outstanding shares of Protara Therapeutics, Inc.’s Series A Preferred Stock were converted into shares of Protara Therapeutics, Inc.’s common stock. Shares of the Company’s common stock commenced trading on The Nasdaq Capital Market under the new name and ticker symbol “TARA” as of market open on January 10, 2020. Liquidity, Capital Resources and Management Plans The Company is in the business of developing biopharmaceuticals and has no current or near-term revenues. The Company has incurred substantial clinical and other costs in its drug development efforts. The Company will need to raise additional capital in order to fully realize management’s plans. The Company believes that its current financial resources are sufficient to satisfy the Company’s estimated liquidity needs for at least twelve months from the date of issuance of these consolidated financial statements. Impact of the COVID-19 Pandemic As a result of the impacts of the COVID-19 pandemic, the Company has experienced delays and may experience additional future delays that impact the business, research and development activities, the healthcare systems in which the Company operates and the global economy as a whole. Due to the continued impact of the COVID-19 pandemic, the Company is not able to estimate the ongoing effects on the Company’s results of operations, financial condition, or liquidity. The Company will continue to monitor the impact of the COVID-19 pandemic and its related macroeconomic effects closely including whether the effects would have a material impact on the Company’s operations, liquidity and capital resources. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Significant items subject to such estimates include but are not limited to income taxes, the valuation of deferred tax assets, recoverability of goodwill, and contingencies. On an ongoing basis, the Company’s management evaluates its estimates based on historical and anticipated results, trends, and various other assumptions believed to be reasonable. Actual results could differ from those estimates. The results of any changes in accounting estimates are reflected in the financial statements of the period in which the change becomes evident. Reclassification Certain amounts in prior periods related to the classification of accrued expenses and income taxes have been reclassified to conform to current period presentation. These reclassifications to adjust prior period presentation had no impact on consolidated statements of operations and comprehensive loss or consolidated statements of cash flows. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. Cash and cash equivalents are held in depository and money market accounts and are reported at fair value. The Company’s restricted cash balances consist of cash deposits to collateralize letter of credit obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows: December 31, 2022 2021 Cash and cash equivalents $ 24,127 $ 35,724 Restricted cash, non-current 745 745 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 24,872 $ 36,469 Fair Value Measurements Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements” provides the framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). Fair value is defined as the exchange price, or an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, the three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Ø Level 1 Quoted prices in active markets for identical assets or liabilities. Ø Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Ø Level 3 Significant unobservable inputs that cannot be corroborated by market data. The carrying amounts of cash and cash equivalents, prepaid expenses and accounts payable approximate their fair values due to the short-term nature of these instruments. Marketable Debt Securities The Company classifies investments in marketable debt securities with remaining maturities when purchased of greater than three months as available-for-sale. Investments with a remaining maturity date greater than one year are classified as non-current. The cost of securities sold is based on the specific identification method. Interest and dividends earned on securities are classified as available-for-sale are included in investment income. The Company records investments at fair value with unrealized gains and losses recorded as a component of other comprehensive loss in the consolidated statements of operations and comprehensive loss until realized. Realized gains and losses are reflected in interest and investment income in the consolidated statements of operations and comprehensive loss and are determined using the specific identification method with transactions recorded on a settlement date basis. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary. The Company has the ability to hold such securities with an unrealized loss until its forecasted recovery. The Company determined that there was no material change in the credit risk of these investments. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consists principally of cash, cash equivalents, restricted cash, and marketable debt securities. The Company currently invests its excess cash primarily in money market funds and high quality, investment grade marketable debt securities of corporations. The Company has adopted an investment policy that includes guidelines relative to credit quality, diversification and maturities to preserve principal and liquidity. Property and Equipment, net Property and equipment, including leasehold improvements, are recorded at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Depreciation begins at the time the asset is placed in service. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. The estimated useful lives for significant property and equipment categories are as follows: Asset Classification Estimated Useful Life Computer equipment 5 Furniture, fixtures and other 5 Laboratory equipment 7 Leasehold improvements Shorter of the useful life of asset or the lease term Leases The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if it conveys the right to control the identified asset for a period of time in exchange for consideration. Under ASC 842, lease expense is recognized as a single lease cost on a straight-line basis over the lease term. The lease term consists of non-cancelable periods and may include options to extend or terminate the lease term, when it is reasonably certain such options will be exercised. Leases classified as operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and noncurrent operating lease liabilities in our consolidated balance sheet. Finance leases are included in property and equipment and finance lease obligations, in our consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term. Lease liabilities represent the present value of future lease payments, net of lease incentives, discounted using an incremental borrowing rate, which is a management estimate based on the information available at the commencement date of a lease arrangement. ROU assets and lease liabilities are recognized at the lease commencement date. The Company has elected to account for the lease and non-lease components for leases as a single component for classes of all underlying assets and allocate all the contract consideration to the lease component only. Lease cost for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses on the statements of operations and comprehensive loss. Variable lease payments are included in lease operating expenses. The Company recognizes costs associated with lease arrangements having an initial term of 12 months or less (“short-term leases”) on a straight-line basis over the lease term; such short-term leases are not recorded on the balance sheet. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable or that the useful life is shorter than originally estimated. When such events occur, the Company compares the carrying amounts of the asset or asset group to the undiscounted expected future cash flows. If this comparison indicates that the asset or asset group is impaired, the amount of impairment is measured as the difference between the carrying value and fair value of the asset or asset group. If the useful life is shorter than originally estimated, the Company will amortize the remaining carrying value over the new shorter useful life. To date, no such impairment loss has been recognized. Segment Information The Company identifies its operating segments in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”). Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. Accordingly, the Company has determined it operates and manages its business in a single reportable operating segment. Goodwill On January 9, 2020, in connection with the Merger, the Company separately valued the assets and liabilities acquired, and then determined goodwill as the residual of the purchase price less identified net assets, resulting in the initial recording of $29.5 million in goodwill. Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill has an indefinite useful life. Goodwill is assessed annually for impairment as of December 31, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value. In performing its annual goodwill impairment assessment, the Company has the option under GAAP to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value; if the conclusion of the qualitative assessment is that there are no indicators of impairment, the Company does not perform a quantitative assessment. Otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. Goodwill is evaluated for impairment at the reporting unit level, which is defined as an operating segment, or one level below an operating segment. The Company has determined that it operates as one reporting unit and has selected December 31 as the date to perform its annual impairment test. As of December 31, 2022 and 2021, the Company elected to forego the qualitative screen and performed a quantitative annual goodwill impairment test for the reporting unit. As of December 31, 2022, the Company’s stock price and market capitalization declined 60% from December 31, 2021, which reflects the overall decline of similar companies with less than $250 million in market capitalizations, or microcap companies. The life sciences sector, which includes pre-commercialization and therefore net operating loss generating companies, relies heavily on the capital markets to finance their operations and fund pre-clinical and clinical trials for their existing development programs. As a result of a shift in risk appetite in the overall financial markets, the availability of capital for life science sector companies decreased significantly in 2022. The challenging financing conditions had a negative impact on stock prices and respective market capitalizations, particularly for microcap companies. The Company considered the heightened financing risk that impacted the life sciences sector during 2022 to be one of the key macroeconomic factors that led to a sustained decrease in the Company’s stock price and market capitalization leading up to its annual goodwill impairment assessment date in late 2022. Based upon the results of our 2022 annual goodwill impairment test, the Company recorded a loss on impairment of goodwill of $29.5 million during the year ended December 31, 2022. The following table provides a roll forward of the Company’s goodwill and accumulated impairment losses. Goodwill Goodwill, gross amount as of December 31, 2021 $ 29,517 Accumulated impairment loss, as of December 31, 2021 - Goodwill as of December 31, 2021 29,517 Additions to goodwill - Loss on impairment (29,517 ) Goodwill as of December 31, 2022 $ - Based upon the results of our annual goodwill impairment test, no adjustments to the carrying value of goodwill were necessary during the year ended December 31, 2021. Research and Development Research and development expenses consist primarily of third-party costs incurred to develop drug candidates, employee-related expenses, including salaries, benefits, travel and stock-based compensation expense, depreciation and other allocated overhead costs, which include rent and maintenance of facilities and other supplies. Research and development costs are expensed as incurred. Before a compound receives regulatory approval, the Company records upfront and milestone payments made to third parties under licensing arrangements as expense provided that there is no alternative future use of the rights in other research and development projects. Nonrefundable advance payments to vendors for goods or services that will be used or received in future research and development activities are deferred and recognized as expense in the period in which the related goods are delivered or services are performed. Where milestone payments are due to third parties under research and development collaboration arrangements or other contractual agreements, the milestone payment obligations are expensed when the milestone conditions are met and the amount of payment is reasonably estimable. Once a compound receives regulatory approval, the Company records any milestone payments in identifiable intangible assets, less accumulated amortization and, unless the asset is determined to have an indefinite life, the Company amortizes the payments on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter. Certain third-party costs are included as a component of research and development expense. These expenses include fees paid to contract research organizations (“CROs”) and other clinical trial costs, contractual services costs and costs for supply of its drug candidates. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Interest and Investment Income Investment income consists primarily of interest income, accretion income earned and amortization expense incurred and realized gains or losses related to our marketable debt securities and interest income related to cash, cash equivalents and restricted cash. Stock-Based Compensation The Company’s stock-based compensation programs include stock options, restricted stock units (“RSUs”), and an employee stock purchase program (“ESPP”). The Company accounts for stock-based compensation using the fair value method. The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company recognizes forfeitures at the time forfeitures occur. The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility for the Company’s common stock is determined based on an average of the historical volatility of the Company and the historical volatility of a peer-group of similar public companies. The expected term of options granted to employees is calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free interest rate is based upon the U.S. Treasury yield curve commensurate with the expected term at the time of grant or remeasurement. The stock-based compensation expense associated with purchase rights under the ESPP is measured at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period. The Black-Scholes option pricing assumptions are similar to those used for stock options with the exception of the expected term of purchase rights for the ESPP which is based on the duration of an offering period. The fair values of RSUs are based on the fair market value of the Company’s common stock on the date of the grant. The RSUs are granted to directors pursuant to the Company’s equity plan. Settlement for the RSUs is deferred until the earliest to occur of (i) the director’s termination of service, (ii) death, (iii) disability or (iv) a change in control of the Company. In the event of a change in control of the Company, the RSUs will vest in full. The fair value of all stock-based awards is recognized as stock-based compensation expense on a straight-line basis over the vesting period, which is typically one to four years for RSUs and four years for stock options. The Company classifies stock-based compensation expense in its statement of operations and comprehensive loss in the same way the payroll costs or service payments are classified for the related stock-based award recipients. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of net deferred tax assets is reduced by the amount of any tax benefit that, based on available evidence, is not expected to be realized, and a corresponding valuation allowance is established. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for unrecognized tax benefits is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense in the consolidated statement of operations and comprehensive loss. Net Loss Per Share Attributable to Common Stockholders Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period plus the common equivalent shares for the period including any dilutive effect from unvested restricted common stock, outstanding stock options and potential shares issuable under the ESPP. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board, or the FASB, issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board, or the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Statements Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates The Company has evaluated other recently issued accounting pronouncements and has concluded that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Other than as described in Note 11 and, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The tables below present information about the Company’s financial instruments that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, as described under Note 2, Summary of Significant Accounting Policies. The following tables present the Company’s financial assets and liabilities that are measured and carried at fair value and indicate the level within the fair value hierarchy of the valuation techniques it utilizes to determine such fair value: December 31, 2022 Level 1 Level 2 Level 3 Total Cash Equivalents Money market funds (a) $ 13,284 $ - $ - $ 13,284 Corporate bonds (a) - 2,523 - 2,523 Restricted cash, non-current Money market funds (b) 745 - - 745 Marketable debt securities Corporate bonds (c) - 78,129 - 78,129 Total $ 14,029 $ 80,652 $ - $ 94,681 December 31, 2021 Level 1 Level 2 Level 3 Total Cash Equivalents Money market funds (a) $ 26,323 $ - $ - $ 26,323 Restricted cash, non-current Money market funds (b) 745 - - 745 Marketable debt securities Corporate bonds (c) - 94,972 - 94,972 Total $ 27,068 $ 94,972 $ - $ 122,040 (a) Money market funds and corporate debt securities with original maturities of 90 days or less are included within Cash and cash equivalents in the Consolidated Balance Sheets. (b) Restricted Money market funds are included within Restricted Cash, non-current in the Consolidated Balance Sheets. (c) Corporate debt securities with original maturities greater than 90 days are included within Marketable securities in the Consolidated Balance Sheets and classified as current or noncurrent based upon whether the maturity of the financial asset is less than or greater than 12 months. Money market funds are classified as Level 1 within the fair value hierarchy, because they are valued using quoted prices in active markets. Corporate debt securities classified as Level 2 within the fair value hierarchy are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. Prices of these securities are obtained through independent, third-party pricing services and include market quotations that may include both observable and unobservable inputs. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. There were no transfers of financial instruments among Level 1, Level 2, and Level 3 during the period presented. Cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses at December 31, 2022 and 2021 are carried at amounts that approximate fair value due to their short-term maturities. Non-Recurring Fair Value Measurements During the fourth quarter of 2022, the Company recorded a goodwill impairment loss of $29.5 million, refer to Note 2 for additional details on the impairment of goodwill. The fair value of our reporting unit was determined using an income approach based on discounted cash flows, or DCF. Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several assumptions and estimates, including the amount and timing of expected future cash flows and appropriate discount rate to be applied. The expected cash flows used in the DCF analysis are based on our most recent internal long-range forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on industry benchmarks and forecasted growth rates. The discount rate used in the DCF analysis is intended to reflect the risks inherent in the expected future cash flows of the respective programs within our portfolio. The inputs to the DCF model are Level 3 valuation inputs. |
Marketable Debt Securities
Marketable Debt Securities | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Debt Securities [Abstract] | |
Marketable Debt Securities | 4. Marketable Debt Securities Marketable debt securities, all of which were classified as available-for-sale, consist of the following: December 31, 2022 Amortized Unrealized Unrealized Estimated Corporate bonds - presented in marketable debt securities 60,790 - (547 ) 60,243 Corporate bonds - presented in marketable debt securities, non-current 18,027 - (141 ) 17,886 Total $ 78,817 $ - $ (688 ) $ 78,129 December 31, 2021 Amortized Unrealized Unrealized Estimated Corporate bonds - presented in marketable debt securities $ 55,548 $ - $ (43 ) $ 55,505 Corporate bonds - presented in marketable debt securities, non-current 39,635 - (168 ) 39,467 Total $ 95,183 $ - $ (211 ) $ 94,972 The amount of realized gains and losses reclassified into earnings for the year ended December 31, 2022 was $17 included in investment income within the consolidated statements of operations and comprehensive loss. There were no sales of securities in the periods presented. The contractual maturities of all securities held at December 31, 2022 was 16 months or less. Of the 34 securities in a loss position held by the Company, there were 16 securities in a continuous unrealized loss position for greater than twelve months at December 31, 2022. The total unrealized loss related to these securities was $358 and was not material. The Company has the ability to hold such securities with an unrealized loss until its forecasted recovery. The Company determined that there was no material change in the credit risk of the above investments. No other than temporary impairment loss has been recorded on the securities as of December 31, 2022, as the Company believes that any decrease in fair value of these securities is temporary and the Company expects to recover at least up to the initial cost of the investment for these securities. Interest and Investment Income Interest and investment income consists of the following: December 31, 2022 2021 Interest income $ 2,230 $ 1,974 Accretion/(amortization) of discount/premium, net (1,137 ) (1,737 ) Realized gain/(loss) 17 - Total interest and investment income $ 1,110 $ 237 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2022 2021 Prepaid insurance $ 288 $ 279 Prepaid research and development 569 684 Prepaid software 122 79 Accrued interest on marketable debt securities 486 634 Other prepaid expenses 184 173 Other current assets 127 34 Total $ 1,776 $ 1,883 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, net [Abstract] | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net consists of the following: December 31, 2022 2021 Computer equipment $ 205 $ 175 Furniture, fixtures and other 352 352 Laboratory equipment 866 591 Leasehold improvements 553 224 Property and equipment not yet placed into service 99 613 Total property and equipment 2,075 1,955 Less: Accumulated depreciation (483 ) (236 ) Total property and equipment, net $ 1,592 $ 1,719 Depreciation expense was $247 and $117 for the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, $137 and $110 was included in research and development expense and general and administrative expense, respectively, within the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2021, $36 and $81 was included in research and development expense and general and administrative expense, respectively, within the consolidated statements of operations and comprehensive loss. As of December 31, 2022 and 2021, 100% of the Company’s total property and equipment, net was attributable to the United States. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consist of the following: December 31, 2022 2021 Employee Costs $ 2,543 $ 1,801 Research and development costs 512 437 Other expenses 182 251 Total $ 3,237 $ 2,489 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 8. Leases Operating leases In December 2020, the Company entered into an agreement to lease approximately 10.3 square feet of office space in New York, New York (“Office Lease”), which commenced in April 2021. Annual rent is approximately $1,117. The Office Lease has a term of approximately seven years and contains provisions for a free-rent period, annual rent increases and an allowance for tenant improvements. The Company has an option to extend the term by five years, however, the Company determined at the lease commencement date that it was not reasonably certain to exercise the renewal option and such renewal was excluded from the operating lease right-of-use, or ROU, asset and operating lease liability recorded for this lease. The Company is responsible for real estate taxes, maintenance and other operating expenses applicable to the leased premises which are recognized as variable lease expense in the period when incurred. In conjunction with the Office Lease, the Company established a letter of credit of approximately $745 secured by cash balances included in restricted cash. In June 2021, the Company amended the existing agreement with its contract development and manufacturing organization, or CDMO, establishing a term of eight-years from the amendment date. Prior to the amendment, the leased spaces met the short-term lease exception under a quarter-to quarter arrangement and were not included in measurement of lease liabilities. Leases classified as operating leases are included in operating lease right-of-use, or ROU, assets, operating lease liabilities and operating lease liabilities, non-current, in the Company’s consolidated balance sheets. The Office Lease and the CDMO leased spaces are included in operating lease ROU assets and operating lease liabilities. Cash paid for operating lease liabilities was $1,327 and $1,009 during the years ended December 31, 2022 and 2021, respectively, which is included in operating cash flows. The ROU asset obtained in exchange for operating lease liabilities related to the Office Lease was $6,549. The components of lease expense were as follows: For the year ended Lease expense 2022 2021 Operating lease expense $ 1,366 $ 1,050 Short-term lease expense 3 102 Total $ 1,369 $ 1,152 Variable lease expense for the years ended December 31, 2022 and 2021, respectively were not material. The weighted average remaining lease term and the weighted average discount rate for operating leases were: For the year ended 2022 2021 Weighted-average discount rate 7.0 % 7.0 % Weighted-average remaining lease term – operating lease (in months) 67 79 The total remaining operating lease payments included in the measurement of lease liabilities on the Company’s consolidated balance sheet as of December 31, 2022, was as follows: For the year ending December 31: Operating Lease Payments 2023 $ 1,327 2024 1,327 2025 1,395 2026 1,429 2027 1,429 Thereafter 805 Total future operating lease payments 7,712 Less: imputed interest (1,328 ) Present value of future minimum lease payments $ 6,384 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Employment Agreements Executive Employment Agreements The Company’s executive officers have entered into at-will employment agreements. Collaborations and License Agreements Choline License Agreement On September 27, 2017, the Company entered into a license agreement (the “Choline License Agreement”) with Alan L. Buchman (“Dr. Buchman”). Pursuant to the Choline License Agreement, the Company received from Dr. Buchman the license rights in and to the “Licensed Orphan Designations”, the “Licensed IND”, “Existing Study Data” and the “Licensed Know-How” for one or more of the licensed indications. During the years ended December 31, 2022 and 2021, the Company recorded research and development expense of $2 and $0, in connection with the Choline License Agreement. License Agreement On December 22, 2017, the Company entered into an agreement (the “Feinstein Agreement”) with The Feinstein Institute for Medical Research (the “Feinstein Institute”), a not-for-profit corporation with 50 research labs and 2,500 clinical research studies. Pursuant to the Feinstein Agreement, the Company acquired an exclusive license relating to treatment of fatty liver diseases in humans for which Choline may be an effective therapeutic. In consideration for the rights and license granted, the Feinstein Institute would receive a royalty of one percent (1%) of the first one hundred million dollars ($100,000) of net sales of IV Choline Chloride and a royalty of one and one-half percent (1.5%) of all net sales thereafter. In addition, the Company would pay the Feinstein Institute twelve and one-half percent (12.5%) of net proceeds resulting from agreements entered within 2 years from the effective date, and seven and one-half percent (7.5%) of net proceeds resulting from agreements entered into thereafter. Pursuant to the Feinstein Agreement additional payments would be due to the Feinstein Institute for license maintenance payments and for meeting milestone events. Pursuant to the Feinstein Agreement, upon the achievement of certain future new drug application milestones, the Company would be obligated to remit an aggregate of $275. During the years ended December 31, 2022 and 2021, the Company recorded research and development expense of $17 and $15, respectively, in connection with the Feinstein Agreement. Sponsored Research and License Agreement On November 28, 2018, the Company entered into a sponsored research and license agreement (the “Iowa Agreement”) with the University of Iowa. Pursuant to the Iowa Agreement, the University of Iowa, which is engaged in clinical research to improve the diagnosis and treatment of lymphangioma using a pharmaceutical product (OK-432), would assist the Company in collecting case reports, forms, source data, and safety data available to the University of Iowa in support of the development of the Company’s proprietary Streptococcus Pyogenes Pursuant to the Iowa Agreement there were no research and development expenses recognized during the years ended December 31, 2022 and 2021. Chugai Agreement On June 17, 2019, the Company entered into an agreement (the “Chugai Pharmaceutical Agreement”) with Chugai Pharmaceutical Co., LTD (“Chugai”), a drug manufacturing firm with offices and operations in Japan. Pursuant to the Chugai Pharmaceutical Agreement, Chugai would help the Company in its goals to develop and commercialize a therapeutic product (the “New Product”) which is comparable to the Chugai existing therapeutic product (the “Existing Product”). In addition, the Company would be entitled to the use of Chugai materials and technical support as necessary. On July 14, 2020, the Company and Chugai entered into an amendment (the “Chugai Amendment”) to the Chugai Pharmaceutical Agreement, with an effective date of June 30, 2020. The Chugai Amendment extended the date through which Chugai will exclusively provide the Existing Product and materials to the Company from June 30, 2020 to June 30, 2021, extended the date through which Chugai will not provide materials or technical support to any third-party for the purpose of development and commercialization in a given area from the fifth anniversary to the eleventh anniversary of the original effective date, and provides for further such extensions on the occurrence of certain events and milestones. The amendment further provides that, in addition to the designated fee provided upon the initial indication approval in the Chugai Pharmaceutical Agreement, the Company will pay Chugai a designated fee for each additional indication approval. The Company is obligated to Chugai for certain payments upon the completion of agreed upon milestones. As consideration for Chugai’s performance under the Chugai Pharmaceutical Agreement, the Company agreed to pay Chugai a payment in the low, single-digit millions related to such initial indication approval, which payment will be made in two installments with an initial payment in July 2020, and the remaining majority of the payment payable upon FDA approval of the New Product. Pursuant to the agreement there were no research and development expenses recognized during the years ended December 31, 2022 and 2021. Contingencies From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Management is of the opinion that the ultimate outcome of these matters would not have a material adverse impact on the financial position of the Company or the results of its operations. In the normal course of business, the Company enters into contracts in which it makes representations and warranties regarding the performance of its services and that its services will not infringe on third-party intellectual rights. There have been no significant events related to such representations and warranties in which the Company believes the outcome could result in losses or penalties in the future. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | 10. Stockholders’ Equity Common Stock As of December 31, 2022, the Company had 100,000,000 shares of common stock authorized for issuance, $0.001 par value per share, of which 11,267,389 and 11,235,731 shares were issued and outstanding as of December 31, 2022 and 2021, respectively. The holders of the Company’s common stock are entitled to one vote per share. Preferred Stock In connection with the Preferred Offering (defined below) on September 22, 2020, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series 1 Convertible Preferred Stock of the Company (the “Amendment”) with the State of Delaware to increase the authorized number of shares of the Company’s Series 1 Convertible Preferred Stock that may be issued from 3,880 to 8,028. The Amendment was approved by a committee of the Company’s Board of Directors and the requisite holders of outstanding shares of Series 1 Convertible Preferred Stock. No approval of the holders of the Company’s common stock was required to effectuate the Amendment. As of December 31, 2022 and 2021, the Company had 10,000,000 shares of preferred stock authorized for issuance, $0.001 par value per share of which 8,028 shares of Series 1 Convertible Preferred Stock are authorized for issuance and 8,027 shares were issued and outstanding, respectively. Description of Series 1 Convertible Preferred Stock Each share of Series 1 Convertible Preferred Stock is convertible into 1,000 shares of the Company’s common stock, at a conversion price initially equal to approximately $7.01 per common share, subject to adjustment for any stock splits, stock dividends and similar events, at any time at the option of the holder, provided that any conversion of Series 1 Convertible Preferred Stock by a holder into shares of the Company’s common stock would be prohibited if, as a result of such conversion, the holder, together with its affiliates and any other person or entity whose beneficial ownership of the Company’s common stock would be aggregated with such holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own more than 9.99% of the total number of shares of the Company’s common stock issued and outstanding after giving effect to such conversion. Upon written notice to the Company, the holder may from time to time increase or decrease such limitation to any other percentage not in excess of 19.99% specified in such notice. In addition, upon the occurrence of certain transactions that involve the merger or consolidation of the Company, an exchange or tender offer, a sale of all or substantially all of the assets of the Company or a reclassification of its Common Stock, each share of Series 1 Convertible Preferred Stock will be convertible into the kind and amount of securities, cash and/or other property that the holder of a number of shares of Common Stock issuable upon conversion of one share of Series 1 Convertible Preferred Stock would receive in connection with such transaction. The terms of the Series 1 Convertible Preferred Stock provide that, in the event of a fundamental transaction (as such term is described in the certificate of designation of preferences, rights and limitations of series 1 convertible non-voting preferred stock), each share of Series 1 Convertible Preferred Stock outstanding will thereafter be convertible into the kind and amount of securities, cash and/or other property which a holder of the number of shares of Common Stock of the Company issuable upon conversion of one share of Series 1 Convertible Preferred Stock immediately prior to such fundamental transaction would have been entitled to receive pursuant to such fundamental transaction, provided that, if the value of the aggregate of such securities, cash and/or other property the which the holder of one share of Series 1 Convertible Preferred Stock would be entitled to upon conversion thereof would be less than the stated value, then each outstanding share of Series 1 Convertible Preferred Stock will instead be convertible into such kind of securities, cash and/or other property with an aggregate value equal to the stated value. Each share of Series 1 Convertible Preferred Stock is entitled to a preference of $10.00 per share upon liquidation of the Company, and thereafter will share ratably in any distributions or payments on an as-converted basis with the holders of Common Stock. The holders of Series 1 Convertible Preferred Stock are not entitled to vote. Underwritten Public Offering On September 24, 2020, pursuant to an underwriting agreement dated September 22, 2020, the Company issued and sold in an underwritten public offering (the “Common Offering”) an aggregate of 4,600,000 shares of its common stock at an offering price of $16.87 per share, for gross and net proceeds of approximately $77.6 million and $73.6 million, respectively. The underwriters were granted an option to purchase up to 690,000 additional shares of the Company’s common stock at the public offering price, less the underwriting discount. On October 6, 2020, the underwriters exercised their overallotment option in full, purchasing an additional 690,000 shares, resulting in the receipt of gross and net proceeds of $11.6 million and $11.1 million, respectively. On September 24, 2020, pursuant to an underwriting agreement (dated September 22, 2020), the Company issued and sold in an underwritten public offering (the “Preferred Offering”) an aggregate of 4,148 shares of its Series 1 Convertible Preferred Stock at an offering price of $16,873.54 per share, for gross and net proceeds of approximately $70.0 million and $66.3 million, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2020 Inducement Plan On March 26, 2020, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the ArTara Therapeutics, Inc. Inducement Plan (the “2020 Inducement Plan”) in order to award nonstatutory stock options, restricted stock awards, restricted stock unit awards and other stock-based awards to persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. The 2020 Inducement Plan provides for a total of 600,000 shares for the issuance of the Company’s common stock. The Compensation Committee also adopted a form of stock option grant notice and stock option agreement and forms of restricted stock unit grant notice and restricted stock unit agreement for use with the Inducement Plan. As of December 31, 2022, 446,639 shares remain available to be issued under the 2020 Inducement Plan. 2017 Equity Incentive Plan On August 10, 2017, Private ArTara, (a predecessor of the Company), its Board of Directors and its stockholders approved the ArTara Therapeutics, Inc. 2017 Equity Incentive Plan to enable Private ArTara and its affiliates to recruit and retain highly qualified personnel and to incentivize personnel for productivity and growth. The 2017 Equity Incentive Plan provided for the grant of a total of 2,000,000 shares for the issuance of stock options, stock appreciation rights, restricted stock and restricted stock units to among others, members of the Board of Directors, employees, consultants and service providers to the Company and its affiliates. As of January 9, 2020, in connection with the Merger, no additional awards will be made under the 2017 Equity Incentive Plan. 2014 Equity Incentive Plan On October 3, 2014, the stockholders approved the 2014 Equity Incentive Plan. On June 20, 2017, the Company’s Board of Directors amended the 2014 Equity Incentive Plan, or the Amended and Restated 2014 Plan. On July 31, 2017, the stockholders approved this amendment. On January 1, 2020, Protara Therapeutics, Inc. amended its Amended and Restated 2014 Equity Incentive Plan to increase the number of shares of stock available for issuance under the 2014 Equity Incentive Plan to 1,048,300 shares and made conforming changes and updates pursuant to Section 162(m) of the Code. The Amended and Restated 2014 Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock and stock unit awards, performance units, stock grants and qualified performance-based awards. The Amended and Restated 2014 Plan provides that the number of shares reserved and available for issuance will automatically increase each January 1, by four percent of the Company’s common stock on the immediately preceding December 31, adjusted for the number of shares of the Company’s common stock issuable upon conversion of any security that the Company may issue that is convertible into or exchangeable for the Company’s common stock, or such lesser number of shares as determined by the Company’s Board of Directors. Terms of the stock awards, including vesting requirements, are determined by the Board of Directors, subject to the provisions of the plans. Certain awards provide for accelerated vesting if there is a change in control as defined in the plans. On January 1, 2022, pursuant to the Amended 2014 Plan’s annual evergreen feature, the number of shares authorized under the Amended 2014 Plan was increased by 840,181 shares to 1,238,785 shares. As of December 31, 2022, 603,218 shares remain available to be issued under the Amended 2014 Plan. On January 1, 2023, pursuant to the Amended 2014 Plan’s annual evergreen feature, the number of shares authorized under the Amended 2014 Plan was increased by 861,933 shares to 1,465,151 shares available to be issued. 2014 Employee Stock Purchase Plan On October 3, 2014, the stockholders approved the 2014 Employee Stock Purchase Plan (the “2014 ESPP”). The 2014 ESPP initially authorized the issuance of up to 3,513 shares of the Company’s common stock. The number of shares increases each January 1, commencing on January 1, 2015 and ending on (and including) January 1, 2024, by an amount equal to the lesser of one percent of the outstanding shares as of the end of the immediately preceding fiscal year, 7,025 shares or any lower amount determined by the Company’s Board of Directors prior to each such January 1st. On January 1, 2022, pursuant to the increase per the 2014 ESPP, the number of shares authorized under the 2014 ESPP was increased by 7,025 shares to 32,062 shares. As of December 31, 2022, the authorized number of shares under the 2014 ESPP is 32,062 and the number of shares available for issuance is 32,062. During the years ended December 31, 2022 and 2021, no shares were issued under the 2014 ESPP. On January 1, 2023, pursuant to the increase per the 2014 ESPP, the number of shares authorized under the 2014 ESPP was increased by 7,025 shares to 39,087 shares. Restricted Stock Units The following table summarizes restricted stock unit activity: Restricted Weighted Non-vested 12/31/2021 96,201 $ 28.87 Granted 178,425 6.08 Forfeited (26,400 ) 11.01 Vested (51,388 ) 21.67 Non-vested 12/31/2022 196,838 $ 12.49 The fair value of RSUs is amortized on a straight-line basis over the requisite service period of the respective awards. As of December 31, 2022, the unamortized value of RSUs was $1,412. As of December 31, 2022, the weighted average remaining amortization period was 1.53 years. As of December 31, 2022 and 2021, 289,500 and 286,918 RSUs, respectively, have vested that have not yet been settled into shares of the Company’s common stock. During the year ended December 31, 2022, the Company issued 31,658 shares of the Company’s common stock from the net settlement of 48,806 RSUs. The Company paid $90 in connection with the net share settlement of these RSUs. Stock Options The Company determined the fair value of stock options granted based upon the assumptions as provided below. For the Years Ended 2022 2021 Exercise price $ 2.77 - $ 6.90 $ 6.56 - $ 19.82 Dividend yield 0.00 % 0.00 % Expected volatility 92.00% - 99.00 % 89.00% - 98.00 % Risk-free interest rate 1.46% - 4.23 % 0.45% - 1.33 % Expected life (in years) 5.27 - 6.08 5.27 - 6.08 The following table summarizes stock option activities for the year ended December 31, 2022: Number of Weighted Weighted Aggregate Outstanding 12/31/2021 1,356,639 $ 20.51 8.59 $ 1 Granted 844,400 6.13 - - Exercised - - - - Forfeited (246,977 ) 15.35 - - Expired (125,733 ) 25.40 - - Outstanding at December 31, 2022 1,828,329 $ 14.23 8.16 $ - Vested or expected to vest at December 31, 2022 1,828,329 $ 14.23 8.16 $ - Exercisable as of December, 31 2022 755,234 $ 18.71 7.50 $ - (1) Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of our common stock on December 31, 2022. The intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $0 as no options were exercised. The weighted average grant date fair value per share of the options granted during the years ended December 31, 2022 and 2021 was $4.80 and $12.60, respectively. As of December 31, 2022, there was approximately $8,333 of unrecognized share-based compensation for unvested stock option grants which is expected to be recognized over a weighted average period of 2.50 years. The total unrecognized share-based compensation cost will be adjusted for actual forfeitures as they occur. Summary of Stock-Based Compensation Expense The following tables summarize total stock-based compensation costs recognized: For the Years Ended 2022 2021 RSUs $ 1,272 $ 4,520 Stock options 5,416 5,842 Total $ 6,688 $ 10,362 Stock-based compensation expense was reflected within the consolidated statements of operations and comprehensive loss as: For the Years Ended 2022 2021 Research and development $ 1,511 $ 1,409 General and administrative 5,177 8,953 Total $ 6,688 $ 10,362 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes Federal and State income tax expense is as follows: For the Years Ended 2022 2021 Current Federal $ - $ - State - - Total current - - Deferred Federal (7,954 ) (8,918 ) State (1,068 ) 4,294 ) Total deferred (9,022 ) (4,624 ) Change in valuation allowance 9,022 4,624 Total income tax expense (benefit) $ - $ - Deferred income taxes, if applicable, are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets are as follows: As of 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 26,768 $ 23,350 Capitalized research and development 3,418 - Stock option expense 2,477 920 Research and development credits 3,710 1,551 Operating lease liability 1,481 1,564 RSU expense 2,199 1,960 Other 408 7 Total deferred tax assets 40,461 29,352 Valuation allowance (38,983 ) (27,803 ) Deferred tax assets, net of valuation allowance 1,478 1,549 Deferred tax liabilities: Operating right-of-use asset (1,456 ) (1,549 ) Other (22 ) - Total deferred tax liabilities (1,478 ) (1,549 ) Deferred tax assets, net of valuation allowance and deferred tax liabilities $ - $ - A reconciliation of the provision for income taxes with the amounts computed by applying the statutory Federal income tax to income before provision for income taxes is as follows: For the Years Ended 2022 2021 U.S. federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit (2.2 )% (0.6 )% Research and development credits (3.3 )% (2.8 )% True-up to prior years return (0.7 )% 8.2 % Other (0.3 )% 0.6 % State rate change - % 1.5 % Stock-based compensation 0.1 % 1.2 % Goodwill impairment 10.4 % - % Change in valuation allowance 17.0 % 12.9 % Effective tax rate - % - % For the year ended December 31, 2021, the Company’s effective tax rate was 0%, which consisted principally of a federal rate of 21%, and the Company’s estimate of state taxes, net of federal benefit, of 0.6%, offset by a valuation allowance 12.9% and true-up to the prior year’s tax return of 8.2%. For the year ended December 31, 2022, the Company’s effective tax rate was 0%, which consisted principally of a federal rate of 21%, the Company’s estimate of state taxes, net of federal benefit, of 2.2%, research and development credits of 3.3% and a true-up to the prior year’s tax return of 0.7%, offset by goodwill impairment of 10.4% and a valuation allowance 17.0%. As of December 31, 2022 and 2021 for U.S. federal and state income tax reporting purposes, the Company has approximately $114,800 and $100,200, respectively, of unused net operating losses (“NOLs”) available for carry forward to future years. As a result of the Tax Cuts and Jobs Act of 2017 (“TCJA”), for U.S. income tax purposes, NOLs generated in tax years beginning before January 1, 2018 can still be carried forward for up to 20 years, but net operating losses generated for tax years beginning after December 31, 2017 carryforward indefinitely and can be used to offset taxable income. Of the total Federal NOL, $600 can be carried forward until 2037; and $114,200 can be carried forward indefinitely. The New York state and city NOLs may be carried forward through the year 2042 and may be applied against future taxable income. Further, the benefit from utilization of NOL carry forwards could be subject to limitations due to material ownership changes that could occur as the Company continues to issue additional shares of common stock pursuant to its capital raising plans. Based on such limitations, the Company has significant NOLs for which realization of tax benefits is uncertain. The Company has not performed a study to determine whether or not there is such a limitation. The Company remains subject to examination by tax authorities for all tax years. Based on a history of cumulative losses at the Company and the results of operations for the years ended December 31, 2022 and 2021, the Company determined that it is more likely than not that it will not realize benefits from the net deferred tax assets. The Company will not record income tax benefits in the financial statements until it is determined that it is more likely than not that the Company will generate sufficient taxable income to realize the deferred income tax assets. As a result of the analysis, the Company determined that a full valuation allowance against the deferred tax assets, net, was required. As of December 31, 2022 and 2021, the Company has recorded a valuation allowance of $39.0 million and $27.8 million, respectively. As of December 31, 2022 and 2021, management does not believe that the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its consolidated financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plan [Abstract] | |
Employee Benefit Plan | 13. Employee Benefit Plan The Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company matches 100% of employee contributions up to 4% of employee compensation. For the years ended December 31, 2022 and 2021, the Company recorded expense of $223 and $215, respectively, representing employer contributions under the 401(k) Plan. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Common Share [Abstract] | |
Net Loss Per Common Share | 14. Net Loss per Common Share The following table sets forth the computation of the net loss per share attributable to common stockholders, basic and diluted: December 31, 2022 2021 Numerator: Net loss attributable to common stockholders $ 65,952 $ 47,252 Denominator: Weighted-average common shares outstanding – basic and diluted 11,259,615 11,232,576 Net loss per share attributable to common stockholders, basic and diluted $ (5.86 ) $ (4.21 ) Since the Company was in a net loss position for all periods presented, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2022 2021 Stock options issued and outstanding 1,828,329 1,356,639 Restricted stock units issued and outstanding 486,338 383,119 Conversion of Series 1 Convertible Preferred Stock 8,029,039 8,029,039 Total potentially dilutive shares 10,343,706 9,768,797 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Significant items subject to such estimates include but are not limited to income taxes, the valuation of deferred tax assets, recoverability of goodwill, and contingencies. On an ongoing basis, the Company’s management evaluates its estimates based on historical and anticipated results, trends, and various other assumptions believed to be reasonable. Actual results could differ from those estimates. The results of any changes in accounting estimates are reflected in the financial statements of the period in which the change becomes evident. |
Reclassification | Reclassification Certain amounts in prior periods related to the classification of accrued expenses and income taxes have been reclassified to conform to current period presentation. These reclassifications to adjust prior period presentation had no impact on consolidated statements of operations and comprehensive loss or consolidated statements of cash flows. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. Cash and cash equivalents are held in depository and money market accounts and are reported at fair value. The Company’s restricted cash balances consist of cash deposits to collateralize letter of credit obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows: December 31, 2022 2021 Cash and cash equivalents $ 24,127 $ 35,724 Restricted cash, non-current 745 745 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 24,872 $ 36,469 |
Fair Value Measurements | Fair Value Measurements Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements” provides the framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). Fair value is defined as the exchange price, or an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, the three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Ø Level 1 Quoted prices in active markets for identical assets or liabilities. Ø Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Ø Level 3 Significant unobservable inputs that cannot be corroborated by market data. The carrying amounts of cash and cash equivalents, prepaid expenses and accounts payable approximate their fair values due to the short-term nature of these instruments. |
Marketable Debt Securities | Marketable Debt Securities The Company classifies investments in marketable debt securities with remaining maturities when purchased of greater than three months as available-for-sale. Investments with a remaining maturity date greater than one year are classified as non-current. The cost of securities sold is based on the specific identification method. Interest and dividends earned on securities are classified as available-for-sale are included in investment income. The Company records investments at fair value with unrealized gains and losses recorded as a component of other comprehensive loss in the consolidated statements of operations and comprehensive loss until realized. Realized gains and losses are reflected in interest and investment income in the consolidated statements of operations and comprehensive loss and are determined using the specific identification method with transactions recorded on a settlement date basis. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary. The Company has the ability to hold such securities with an unrealized loss until its forecasted recovery. The Company determined that there was no material change in the credit risk of these investments. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consists principally of cash, cash equivalents, restricted cash, and marketable debt securities. The Company currently invests its excess cash primarily in money market funds and high quality, investment grade marketable debt securities of corporations. The Company has adopted an investment policy that includes guidelines relative to credit quality, diversification and maturities to preserve principal and liquidity. |
Property and Equipment, net | Property and Equipment, net Property and equipment, including leasehold improvements, are recorded at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Depreciation begins at the time the asset is placed in service. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. The estimated useful lives for significant property and equipment categories are as follows: Asset Classification Estimated Useful Life Computer equipment 5 Furniture, fixtures and other 5 Laboratory equipment 7 Leasehold improvements Shorter of the useful life of asset or the lease term |
Leases | Leases The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if it conveys the right to control the identified asset for a period of time in exchange for consideration. Under ASC 842, lease expense is recognized as a single lease cost on a straight-line basis over the lease term. The lease term consists of non-cancelable periods and may include options to extend or terminate the lease term, when it is reasonably certain such options will be exercised. Leases classified as operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and noncurrent operating lease liabilities in our consolidated balance sheet. Finance leases are included in property and equipment and finance lease obligations, in our consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term. Lease liabilities represent the present value of future lease payments, net of lease incentives, discounted using an incremental borrowing rate, which is a management estimate based on the information available at the commencement date of a lease arrangement. ROU assets and lease liabilities are recognized at the lease commencement date. The Company has elected to account for the lease and non-lease components for leases as a single component for classes of all underlying assets and allocate all the contract consideration to the lease component only. Lease cost for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses on the statements of operations and comprehensive loss. Variable lease payments are included in lease operating expenses. The Company recognizes costs associated with lease arrangements having an initial term of 12 months or less (“short-term leases”) on a straight-line basis over the lease term; such short-term leases are not recorded on the balance sheet. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable or that the useful life is shorter than originally estimated. When such events occur, the Company compares the carrying amounts of the asset or asset group to the undiscounted expected future cash flows. If this comparison indicates that the asset or asset group is impaired, the amount of impairment is measured as the difference between the carrying value and fair value of the asset or asset group. If the useful life is shorter than originally estimated, the Company will amortize the remaining carrying value over the new shorter useful life. To date, no such impairment loss has been recognized. |
Segment Information | Segment Information The Company identifies its operating segments in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”). Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. Accordingly, the Company has determined it operates and manages its business in a single reportable operating segment. |
Goodwill | Goodwill On January 9, 2020, in connection with the Merger, the Company separately valued the assets and liabilities acquired, and then determined goodwill as the residual of the purchase price less identified net assets, resulting in the initial recording of $29.5 million in goodwill. Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill has an indefinite useful life. Goodwill is assessed annually for impairment as of December 31, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value. In performing its annual goodwill impairment assessment, the Company has the option under GAAP to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value; if the conclusion of the qualitative assessment is that there are no indicators of impairment, the Company does not perform a quantitative assessment. Otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. Goodwill is evaluated for impairment at the reporting unit level, which is defined as an operating segment, or one level below an operating segment. The Company has determined that it operates as one reporting unit and has selected December 31 as the date to perform its annual impairment test. As of December 31, 2022 and 2021, the Company elected to forego the qualitative screen and performed a quantitative annual goodwill impairment test for the reporting unit. As of December 31, 2022, the Company’s stock price and market capitalization declined 60% from December 31, 2021, which reflects the overall decline of similar companies with less than $250 million in market capitalizations, or microcap companies. The life sciences sector, which includes pre-commercialization and therefore net operating loss generating companies, relies heavily on the capital markets to finance their operations and fund pre-clinical and clinical trials for their existing development programs. As a result of a shift in risk appetite in the overall financial markets, the availability of capital for life science sector companies decreased significantly in 2022. The challenging financing conditions had a negative impact on stock prices and respective market capitalizations, particularly for microcap companies. The Company considered the heightened financing risk that impacted the life sciences sector during 2022 to be one of the key macroeconomic factors that led to a sustained decrease in the Company’s stock price and market capitalization leading up to its annual goodwill impairment assessment date in late 2022. Based upon the results of our 2022 annual goodwill impairment test, the Company recorded a loss on impairment of goodwill of $29.5 million during the year ended December 31, 2022. The following table provides a roll forward of the Company’s goodwill and accumulated impairment losses. Goodwill Goodwill, gross amount as of December 31, 2021 $ 29,517 Accumulated impairment loss, as of December 31, 2021 - Goodwill as of December 31, 2021 29,517 Additions to goodwill - Loss on impairment (29,517 ) Goodwill as of December 31, 2022 $ - Based upon the results of our annual goodwill impairment test, no adjustments to the carrying value of goodwill were necessary during the year ended December 31, 2021. |
Research and Development | Research and Development Research and development expenses consist primarily of third-party costs incurred to develop drug candidates, employee-related expenses, including salaries, benefits, travel and stock-based compensation expense, depreciation and other allocated overhead costs, which include rent and maintenance of facilities and other supplies. Research and development costs are expensed as incurred. Before a compound receives regulatory approval, the Company records upfront and milestone payments made to third parties under licensing arrangements as expense provided that there is no alternative future use of the rights in other research and development projects. Nonrefundable advance payments to vendors for goods or services that will be used or received in future research and development activities are deferred and recognized as expense in the period in which the related goods are delivered or services are performed. Where milestone payments are due to third parties under research and development collaboration arrangements or other contractual agreements, the milestone payment obligations are expensed when the milestone conditions are met and the amount of payment is reasonably estimable. Once a compound receives regulatory approval, the Company records any milestone payments in identifiable intangible assets, less accumulated amortization and, unless the asset is determined to have an indefinite life, the Company amortizes the payments on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter. Certain third-party costs are included as a component of research and development expense. These expenses include fees paid to contract research organizations (“CROs”) and other clinical trial costs, contractual services costs and costs for supply of its drug candidates. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Interest and Investment Income | Interest and Investment Income Investment income consists primarily of interest income, accretion income earned and amortization expense incurred and realized gains or losses related to our marketable debt securities and interest income related to cash, cash equivalents and restricted cash. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation programs include stock options, restricted stock units (“RSUs”), and an employee stock purchase program (“ESPP”). The Company accounts for stock-based compensation using the fair value method. The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company recognizes forfeitures at the time forfeitures occur. The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility for the Company’s common stock is determined based on an average of the historical volatility of the Company and the historical volatility of a peer-group of similar public companies. The expected term of options granted to employees is calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free interest rate is based upon the U.S. Treasury yield curve commensurate with the expected term at the time of grant or remeasurement. The stock-based compensation expense associated with purchase rights under the ESPP is measured at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period. The Black-Scholes option pricing assumptions are similar to those used for stock options with the exception of the expected term of purchase rights for the ESPP which is based on the duration of an offering period. The fair values of RSUs are based on the fair market value of the Company’s common stock on the date of the grant. The RSUs are granted to directors pursuant to the Company’s equity plan. Settlement for the RSUs is deferred until the earliest to occur of (i) the director’s termination of service, (ii) death, (iii) disability or (iv) a change in control of the Company. In the event of a change in control of the Company, the RSUs will vest in full. The fair value of all stock-based awards is recognized as stock-based compensation expense on a straight-line basis over the vesting period, which is typically one to four years for RSUs and four years for stock options. The Company classifies stock-based compensation expense in its statement of operations and comprehensive loss in the same way the payroll costs or service payments are classified for the related stock-based award recipients. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of net deferred tax assets is reduced by the amount of any tax benefit that, based on available evidence, is not expected to be realized, and a corresponding valuation allowance is established. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for unrecognized tax benefits is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense in the consolidated statement of operations and comprehensive loss. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period plus the common equivalent shares for the period including any dilutive effect from unvested restricted common stock, outstanding stock options and potential shares issuable under the ESPP. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board, or the FASB, issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board, or the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Statements Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates The Company has evaluated other recently issued accounting pronouncements and has concluded that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. |
Subsequent Events | Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Other than as described in Note 11 and, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of cash, cash equivalents, and restricted cash | December 31, 2022 2021 Cash and cash equivalents $ 24,127 $ 35,724 Restricted cash, non-current 745 745 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 24,872 $ 36,469 |
Schedule of estimated useful lives for significant property and equipment | Asset Classification Estimated Useful Life Computer equipment 5 Furniture, fixtures and other 5 Laboratory equipment 7 Leasehold improvements Shorter of the useful life of asset or the lease term |
Schedule of goodwill and accumulated impairment losses | Goodwill Goodwill, gross amount as of December 31, 2021 $ 29,517 Accumulated impairment loss, as of December 31, 2021 - Goodwill as of December 31, 2021 29,517 Additions to goodwill - Loss on impairment (29,517 ) Goodwill as of December 31, 2022 $ - |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of financial assets and liabilities that are measured and carried at fair value | December 31, 2022 Level 1 Level 2 Level 3 Total Cash Equivalents Money market funds (a) $ 13,284 $ - $ - $ 13,284 Corporate bonds (a) - 2,523 - 2,523 Restricted cash, non-current Money market funds (b) 745 - - 745 Marketable debt securities Corporate bonds (c) - 78,129 - 78,129 Total $ 14,029 $ 80,652 $ - $ 94,681 December 31, 2021 Level 1 Level 2 Level 3 Total Cash Equivalents Money market funds (a) $ 26,323 $ - $ - $ 26,323 Restricted cash, non-current Money market funds (b) 745 - - 745 Marketable debt securities Corporate bonds (c) - 94,972 - 94,972 Total $ 27,068 $ 94,972 $ - $ 122,040 (a) Money market funds and corporate debt securities with original maturities of 90 days or less are included within Cash and cash equivalents in the Consolidated Balance Sheets. (b) Restricted Money market funds are included within Restricted Cash, non-current in the Consolidated Balance Sheets. (c) Corporate debt securities with original maturities greater than 90 days are included within Marketable securities in the Consolidated Balance Sheets and classified as current or noncurrent based upon whether the maturity of the financial asset is less than or greater than 12 months. |
Marketable Debt Securities (Tab
Marketable Debt Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Debt Securities [Abstract] | |
Schedule of marketable debt securities | December 31, 2022 Amortized Unrealized Unrealized Estimated Corporate bonds - presented in marketable debt securities 60,790 - (547 ) 60,243 Corporate bonds - presented in marketable debt securities, non-current 18,027 - (141 ) 17,886 Total $ 78,817 $ - $ (688 ) $ 78,129 December 31, 2021 Amortized Unrealized Unrealized Estimated Corporate bonds - presented in marketable debt securities $ 55,548 $ - $ (43 ) $ 55,505 Corporate bonds - presented in marketable debt securities, non-current 39,635 - (168 ) 39,467 Total $ 95,183 $ - $ (211 ) $ 94,972 |
Schedule of interest and investment income | December 31, 2022 2021 Interest income $ 2,230 $ 1,974 Accretion/(amortization) of discount/premium, net (1,137 ) (1,737 ) Realized gain/(loss) 17 - Total interest and investment income $ 1,110 $ 237 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, 2022 2021 Prepaid insurance $ 288 $ 279 Prepaid research and development 569 684 Prepaid software 122 79 Accrued interest on marketable debt securities 486 634 Other prepaid expenses 184 173 Other current assets 127 34 Total $ 1,776 $ 1,883 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, net [Abstract] | |
Schedule of property and equipment, net | December 31, 2022 2021 Computer equipment $ 205 $ 175 Furniture, fixtures and other 352 352 Laboratory equipment 866 591 Leasehold improvements 553 224 Property and equipment not yet placed into service 99 613 Total property and equipment 2,075 1,955 Less: Accumulated depreciation (483 ) (236 ) Total property and equipment, net $ 1,592 $ 1,719 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses [Abstract] | |
Schedule of accrued expenses | December 31, 2022 2021 Employee Costs $ 2,543 $ 1,801 Research and development costs 512 437 Other expenses 182 251 Total $ 3,237 $ 2,489 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of lease expense | For the year ended Lease expense 2022 2021 Operating lease expense $ 1,366 $ 1,050 Short-term lease expense 3 102 Total $ 1,369 $ 1,152 |
Schedule of weighted average remaining lease term and the weighted average discount rate for operating leases | For the year ended 2022 2021 Weighted-average discount rate 7.0 % 7.0 % Weighted-average remaining lease term – operating lease (in months) 67 79 |
Schedule of operating lease payments included in the measurement of lease liabilities | For the year ending December 31: Operating Lease Payments 2023 $ 1,327 2024 1,327 2025 1,395 2026 1,429 2027 1,429 Thereafter 805 Total future operating lease payments 7,712 Less: imputed interest (1,328 ) Present value of future minimum lease payments $ 6,384 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation [Abstract] | |
Schedule of restricted stock unit activity | Restricted Weighted Non-vested 12/31/2021 96,201 $ 28.87 Granted 178,425 6.08 Forfeited (26,400 ) 11.01 Vested (51,388 ) 21.67 Non-vested 12/31/2022 196,838 $ 12.49 |
Schedule of the fair value of stock options granted | For the Years Ended 2022 2021 Exercise price $ 2.77 - $ 6.90 $ 6.56 - $ 19.82 Dividend yield 0.00 % 0.00 % Expected volatility 92.00% - 99.00 % 89.00% - 98.00 % Risk-free interest rate 1.46% - 4.23 % 0.45% - 1.33 % Expected life (in years) 5.27 - 6.08 5.27 - 6.08 |
Schedule of stock option activities | Number of Weighted Weighted Aggregate Outstanding 12/31/2021 1,356,639 $ 20.51 8.59 $ 1 Granted 844,400 6.13 - - Exercised - - - - Forfeited (246,977 ) 15.35 - - Expired (125,733 ) 25.40 - - Outstanding at December 31, 2022 1,828,329 $ 14.23 8.16 $ - Vested or expected to vest at December 31, 2022 1,828,329 $ 14.23 8.16 $ - Exercisable as of December, 31 2022 755,234 $ 18.71 7.50 $ - (1) Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of our common stock on December 31, 2022. The intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $0 as no options were exercised. |
Schedule of total stock-based compensation costs | For the Years Ended 2022 2021 RSUs $ 1,272 $ 4,520 Stock options 5,416 5,842 Total $ 6,688 $ 10,362 |
Schedule of stock-based compensation expense | For the Years Ended 2022 2021 Research and development $ 1,511 $ 1,409 General and administrative 5,177 8,953 Total $ 6,688 $ 10,362 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of federal and state income tax expense | For the Years Ended 2022 2021 Current Federal $ - $ - State - - Total current - - Deferred Federal (7,954 ) (8,918 ) State (1,068 ) 4,294 ) Total deferred (9,022 ) (4,624 ) Change in valuation allowance 9,022 4,624 Total income tax expense (benefit) $ - $ - |
Schedule of deferred tax assets and liabilities | As of 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 26,768 $ 23,350 Capitalized research and development 3,418 - Stock option expense 2,477 920 Research and development credits 3,710 1,551 Operating lease liability 1,481 1,564 RSU expense 2,199 1,960 Other 408 7 Total deferred tax assets 40,461 29,352 Valuation allowance (38,983 ) (27,803 ) Deferred tax assets, net of valuation allowance 1,478 1,549 Deferred tax liabilities: Operating right-of-use asset (1,456 ) (1,549 ) Other (22 ) - Total deferred tax liabilities (1,478 ) (1,549 ) Deferred tax assets, net of valuation allowance and deferred tax liabilities $ - $ - |
Schedule of federal income tax to income before provision for income taxes | For the Years Ended 2022 2021 U.S. federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit (2.2 )% (0.6 )% Research and development credits (3.3 )% (2.8 )% True-up to prior years return (0.7 )% 8.2 % Other (0.3 )% 0.6 % State rate change - % 1.5 % Stock-based compensation 0.1 % 1.2 % Goodwill impairment 10.4 % - % Change in valuation allowance 17.0 % 12.9 % Effective tax rate - % - % |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Common Share [Abstract] | |
Schedule of net loss per share attributable to common stockholders, basic and diluted | December 31, 2022 2021 Numerator: Net loss attributable to common stockholders $ 65,952 $ 47,252 Denominator: Weighted-average common shares outstanding – basic and diluted 11,259,615 11,232,576 Net loss per share attributable to common stockholders, basic and diluted $ (5.86 ) $ (4.21 ) |
Schedule of weighted average dilutive common shares | December 31, 2022 2021 Stock options issued and outstanding 1,828,329 1,356,639 Restricted stock units issued and outstanding 486,338 383,119 Conversion of Series 1 Convertible Preferred Stock 8,029,039 8,029,039 Total potentially dilutive shares 10,343,706 9,768,797 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 09, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Operating segment description | the Company has determined it operates and manages its business in a single reportable operating segment | ||
Goodwill | $ 29,517 | $ 29,500 | |
Market capitalizations percentage change | 60% | ||
Market capitalization of microcap companies | $ 250,000 | ||
Impairment of goodwill | $ 29,517 | ||
Stock option period | 4 years | ||
Percentage of largest amount of benefit | 50% | ||
Goodwill [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Goodwill | $ 29,517 | ||
Impairment of goodwill | $ 29,517 | ||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Vesting period | 1 year | ||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Vesting period | 4 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash, cash equivalents, and restricted cash - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Cash Cash Equivalents And Restricted Cash [Abstract] | ||
Cash and cash equivalents | $ 24,127 | $ 35,724 |
Restricted cash, non-current | 745 | 745 |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 24,872 | $ 36,469 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives for significant property and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives for significant property and equipment [Line Items] | |
Estimated Useful Life | 5 years |
Furniture, Fixtures and Other [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives for significant property and equipment [Line Items] | |
Estimated Useful Life | 5 years |
Laboratory Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives for significant property and equipment [Line Items] | |
Estimated Useful Life | 7 years |
Leasehold Improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives for significant property and equipment [Line Items] | |
Shorter of the useful life of asset or the lease term | Shorter of the useful life of asset or the lease term |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of goodwill and accumulated impairment losses - Goodwill [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of goodwill and accumulated impairment losses [Line Items] | ||
Goodwill, gross amount as of December 31, 2021 | $ 29,517 | |
Accumulated impairment loss, as of December 31, 2021 | ||
Goodwill at beginning | $ 29,517 | |
Additions to goodwill | ||
Loss on impairment | (29,517) | |
Goodwill at ending | $ 29,517 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value of Financial Instruments [Abstract] | ||
Goodwill impairment loss | $ 29,517 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of financial assets and liabilities that are measured and carried at fair value - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Equivalents | |||
Money market funds | [1] | $ 13,284 | $ 26,323 |
Corporate bonds | [1] | 2,523 | |
Restricted cash, non-current | |||
Money market funds | [2] | 745 | 745 |
Marketable debt securities | |||
Corporate bonds | [3] | 78,129 | 94,972 |
Total | 94,681 | 122,040 | |
Level 1 [Member] | |||
Cash Equivalents | |||
Money market funds | [1] | 13,284 | 26,323 |
Corporate bonds | [1] | ||
Restricted cash, non-current | |||
Money market funds | [2] | 745 | 745 |
Marketable debt securities | |||
Corporate bonds | [3] | ||
Total | 14,029 | 27,068 | |
Level 2 [Member] | |||
Cash Equivalents | |||
Money market funds | [1] | ||
Corporate bonds | [1] | 2,523 | |
Restricted cash, non-current | |||
Money market funds | [2] | ||
Marketable debt securities | |||
Corporate bonds | [3] | 78,129 | 94,972 |
Total | 80,652 | 94,972 | |
Level 3 [Member] | |||
Cash Equivalents | |||
Money market funds | [1] | ||
Corporate bonds | [1] | ||
Restricted cash, non-current | |||
Money market funds | [2] | ||
Marketable debt securities | |||
Corporate bonds | [3] | ||
Total | |||
[1] Money market funds and corporate debt securities with original maturities of 90 days or less are included within Cash and cash equivalents in the Consolidated Balance Sheets. Restricted Money market funds are included within Restricted Cash, non-current in the Consolidated Balance Sheets. Corporate debt securities with original maturities greater than 90 days are included within Marketable securities in the Consolidated Balance Sheets and classified as current or noncurrent based upon whether the maturity of the financial asset is less than or greater than 12 months. |
Marketable Debt Securities (Det
Marketable Debt Securities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Marketable Debt Securities [Abstract] | |
Investment income | $ 17 |
Unrealized loss | $ 358 |
Marketable Debt Securities (D_2
Marketable Debt Securities (Details) - Schedule of marketable debt securities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 78,817 | $ 95,183 |
Unrealized Gains | ||
Unrealized Losses | (688) | (211) |
Estimated Fair Value | 78,129 | 94,972 |
Corporate bonds - presented in marketable debt securities [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 60,790 | 55,548 |
Unrealized Gains | ||
Unrealized Losses | (547) | (43) |
Estimated Fair Value | 60,243 | 55,505 |
Corporate bonds - presented in marketable debt securities, non-current [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 18,027 | 39,635 |
Unrealized Gains | ||
Unrealized Losses | (141) | (168) |
Estimated Fair Value | $ 17,886 | $ 39,467 |
Marketable Debt Securities (D_3
Marketable Debt Securities (Details) - Schedule of interest and investment income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Interest And Investment Income Abstract | ||
Interest income | $ 2,230 | $ 1,974 |
Accretion/(amortization) of discount/premium, net | (1,137) | (1,737) |
Realized gain/(loss) | 17 | |
Total interest and investment income | $ 1,110 | $ 237 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Prepaid insurance | $ 288 | $ 279 |
Prepaid research and development | 569 | 684 |
Prepaid software | 122 | 79 |
Accrued interest on marketable debt securities | 486 | 634 |
Other prepaid expenses | 184 | 173 |
Other current assets | 127 | 34 |
Total | $ 1,776 | $ 1,883 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, net (Details) [Line Items] | ||
Depreciation expense | $ 248 | $ 117 |
Total property and equipment, net | 100% | 100% |
Property, Plant and Equipment [Member] | ||
Property and Equipment, net (Details) [Line Items] | ||
Depreciation expense | $ 247 | $ 117 |
Research and Development Expense [Member] | ||
Property and Equipment, net (Details) [Line Items] | ||
Depreciation expense | 137 | 36 |
General and Administrative Expense [Member] | ||
Property and Equipment, net (Details) [Line Items] | ||
Depreciation expense | $ 110 | $ 81 |
Property and Equipment, net (_2
Property and Equipment, net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 2,075 | $ 1,955 |
Less: Accumulated depreciation | (483) | (236) |
Total property and equipment, net | 1,592 | 1,719 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 205 | 175 |
Furniture, fixtures and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 352 | 352 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 866 | 591 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 553 | 224 |
Property and equipment not yet placed into service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 99 | $ 613 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Accrued Expenses [Abstract] | ||
Employee Costs | $ 2,543 | $ 1,801 |
Research and development costs | 512 | 437 |
Other expenses | 182 | 251 |
Total | $ 3,237 | $ 2,489 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Lease, description | the Company entered into an agreement to lease approximately 10.3 square feet of office space in New York, New York (“Office Lease”), which commenced in April 2021. Annual rent is approximately $1,117. | ||
Restricted cash | $ 745 | ||
Operating leases | 1,327 | $ 1,009 | |
Right of use asset obtained in exchange for operating lease liabilities | $ 6,549 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Lease Expense Abstract | ||
Operating lease expense | $ 1,366 | $ 1,050 |
Short-term lease expense | 3 | 102 |
Total | $ 1,369 | $ 1,152 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate for operating leases | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Weighted Average Remaining Lease Term And The Weighted Average Discount Rate For Operating Leases Abstract | ||
Weighted-average discount rate | 7% | 7% |
Weighted-average remaining lease term – operating lease (in months) | 67 months | 79 months |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of operating lease payments included in the measurement of lease liabilities $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule Of Operating Lease Payments Included In The Measurement Of Lease Liabilities Abstract | |
2023 | $ 1,327 |
2024 | 1,327 |
2025 | 1,395 |
2026 | 1,429 |
2027 | 1,429 |
Thereafter | 805 |
Total future operating lease payments | 7,712 |
Less: imputed interest | (1,328) |
Present value of future minimum lease payments | $ 6,384 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 28, 2018 | Dec. 22, 2017 | Sep. 27, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
License Agreement [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Description of license agreement | the Company entered into an agreement (the “Feinstein Agreement”) with The Feinstein Institute for Medical Research (the “Feinstein Institute”), a not-for-profit corporation with 50 research labs and 2,500 clinical research studies. Pursuant to the Feinstein Agreement, the Company acquired an exclusive license relating to treatment of fatty liver diseases in humans for which Choline may be an effective therapeutic. In consideration for the rights and license granted, the Feinstein Institute would receive a royalty of one percent (1%) of the first one hundred million dollars ($100,000) of net sales of IV Choline Chloride and a royalty of one and one-half percent (1.5%) of all net sales thereafter. In addition, the Company would pay the Feinstein Institute twelve and one-half percent (12.5%) of net proceeds resulting from agreements entered within 2 years from the effective date, and seven and one-half percent (7.5%) of net proceeds resulting from agreements entered into thereafter. Pursuant to the Feinstein Agreement additional payments would be due to the Feinstein Institute for license maintenance payments and for meeting milestone events. Pursuant to the Feinstein Agreement, upon the achievement of certain future new drug application milestones, the Company would be obligated to remit an aggregate of $275. | ||||
Choline License Agreement [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Description of license agreement | the Company entered into a license agreement (the “Choline License Agreement”) with Alan L. Buchman (“Dr. Buchman”). Pursuant to the Choline License Agreement, the Company received from Dr. Buchman the license rights in and to the “Licensed Orphan Designations”, the “Licensed IND”, “Existing Study Data” and the “Licensed Know-How” for one or more of the licensed indications. | ||||
Lowa Agreement [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Research and development expense | $ 2 | $ 0 | |||
Feinstein Agreement [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Research and development expense | $ 17 | $ 15 | |||
Sponsored Research and License Agreement [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Description of sponsored research and license agreement | the Company entered into a sponsored research and license agreement (the “Iowa Agreement”) with the University of Iowa. Pursuant to the Iowa Agreement, the University of Iowa, which is engaged in clinical research to improve the diagnosis and treatment of lymphangioma using a pharmaceutical product (OK-432), would assist the Company in collecting case reports, forms, source data, and safety data available to the University of Iowa in support of the development of the Company’s proprietary Streptococcus Pyogenes investigational product, TARA-002 for the LMs indication. During the term of the services, the Company would generally pay the University of Iowa thirty thousand dollars ($30) per year to fund the project, plus additional amounts upon the realization of certain milestones. More specifically, upon forty-five (45) days of an approval of TARA-002 by the FDA, the Company would pay up to $1,750 to the University of Iowa for meeting these milestones. Furthermore, the Company would pay the University of Iowa royalties of up to 1.75% for net sales ranging from $0 - $25,000, 2.25% for net sales ranging from $25,000 to $50,000, and 2.50% for net sales in excess of $50,000. Pursuant to the Iowa Agreement, the University of Iowa would be entitled to additional payments for the Company achieving annual net sales of product according to the milestones. For annual net sales of product up to $25,000: $62; for annual net sales of product of up to $50,000: $62; and for annual net sales of product of up to $100,000: $125. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Oct. 06, 2020 | Sep. 24, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 22, 2020 | |
Stockholders’ Equity (Details) [Line Items] | |||||
Common stock authorized | 100,000,000 | 100,000,000 | |||
Common shares of par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock shares issued | 11,267,389 | 11,235,731 | |||
Common stock, shares outstanding | 11,267,389 | 11,235,731 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred shares of par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock issuance and outstanding, percentage | 9.99% | ||||
Underwritten Public Offering [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Aggregate of shares of common stock | 4,600,000 | ||||
Offering price, per share (in Dollars per share) | $ 16.87 | ||||
Proceeds from Issuance of Common Stock (in Dollars) | $ 77.6 | ||||
Net proceeds (in Dollars) | $ 73.6 | ||||
Granted option to purchase | 690,000 | ||||
Over-Allotment Option [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Net proceeds (in Dollars) | $ 11.1 | ||||
Granted option to purchase | 690,000 | ||||
Gross proceeds (in Dollars) | $ 11.6 | ||||
Common Stock [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Common stock authorized | 100,000,000 | ||||
Common shares of par value (in Dollars per share) | $ 0.001 | ||||
Common stock shares issued | 11,267,389 | 11,235,731 | |||
Common stock, shares outstanding | 11,267,389 | 11,235,731 | |||
Series 1 Convertible Preferred Stock [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Preferred stock, shares authorized | 8,028 | ||||
Preferred stock, shares issued | 8,027 | ||||
Preferred stock, shares outstanding | 8,027 | ||||
Conversion of stock shares | 1,000 | ||||
Conversion price per share (in Dollars per share) | $ 7.01 | ||||
Convertible preferred stock, percentage | 19.99% | ||||
Preferred stock, liquidation preference per share (in Dollars per share) | $ 10 | ||||
Series 1 Convertible Preferred Stock [Member] | Minimum [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Preferred stock, shares authorized | 3,880 | ||||
Series 1 Convertible Preferred Stock [Member] | Maximum [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Preferred stock, shares authorized | 8,028 | ||||
Series 1 Convertible Preferred Stock [Member] | Underwritten Public Offering [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Aggregate of shares of common stock | 4,148 | ||||
Offering price, per share (in Dollars per share) | $ 16,873.54 | ||||
Net proceeds (in Dollars) | $ 66.3 | ||||
Gross proceeds (in Dollars) | $ 70 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | Jan. 01, 2022 | Jan. 01, 2020 | Oct. 03, 2014 | |
Stock-Based Compensation (Details) [Line Items] | ||||||
Issuance of common stock | 600,000 | |||||
Shares available for issuance | 32,062 | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, shares issued | 11,267,389 | 11,235,731 | ||||
Common stock shares | 11,267,389 | 11,235,731 | ||||
Intrinsic value options exercised (in Dollars) | $ 4.8 | $ 12.6 | ||||
Unrecognized share-based compensation (in Dollars) | $ 8,333,000 | |||||
Weighted average period | 2 years 6 months | |||||
Common Stock [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Common stock shares | 48,806 | |||||
2020 Inducement Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Shares available for issuance | 446,639 | |||||
2017 Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Shares available for issuance | 2,000,000 | |||||
Twenty Fourteen Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Shares available for issuance | 603,218 | 1,048,300 | ||||
2014 Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Common stock, shares authorized | 3,513 | |||||
Number of shares authorized | 32,062 | |||||
Minimum [Member] | Twenty Fourteen Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Common stock, shares authorized | 840,181 | |||||
Minimum [Member] | 2014 Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Common stock, shares authorized | 7,025 | |||||
Number of share authorized increased | 7,025 | |||||
Maximum [Member] | Twenty Fourteen Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Common stock, shares authorized | 1,238,785 | |||||
Maximum [Member] | 2014 Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Shares available for issuance | 32,062 | |||||
Number of share authorized increased | 39,087 | |||||
Subsequent Event [Member] | Minimum [Member] | Twenty Fourteen Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Common stock, shares authorized | 861,933 | |||||
Subsequent Event [Member] | Maximum [Member] | Twenty Fourteen Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Shares available for issuance | 1,465,151 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Unamortized value of RSUs (in Dollars) | $ 1,412,000 | |||||
Weighted average remaining amortization period | 1 year 6 months 10 days | |||||
Number of RSUs | 289,500 | 286,918 | ||||
Common stock, shares issued | 31,658 | |||||
Net share settlement (in Dollars) | $ 90,000 | |||||
Board of Directors [Member] | Minimum [Member] | 2014 Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Common stock, shares authorized | 7,025 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of restricted stock unit activity - Restricted stock unit [Member] | 12 Months Ended |
Dec. 31, 2014 $ / shares shares | |
Stock-Based Compensation (Details) - Schedule of restricted stock unit activity [Line Items] | |
Restricted Stock Units, Balance at beginning | shares | 96,201 |
Weighted Average Grant Date Fair Value, Balance at beginning | $ / shares | $ 28.87 |
Restricted Stock Units, Granted | shares | 178,425 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 6.08 |
Restricted Stock Units, Forfeited | shares | (26,400) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 11.01 |
Restricted Stock Units, Vested | shares | (51,388) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 21.67 |
Restricted Stock Units, Balance at ending | shares | 196,838 |
Weighted Average Grant Date Fair Value, Balance at ending | $ / shares | $ 12.49 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of the fair value of stock options granted - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of the fair value of stock options granted [Line Items] | ||
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of the fair value of stock options granted [Line Items] | ||
Exercise price (in Dollars per share) | $ 2.77 | $ 6.56 |
Expected volatility | 92% | 89% |
Risk-free interest rate | 1.46% | 0.45% |
Expected life (in years) | 5 years 3 months 7 days | 5 years 3 months 7 days |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of the fair value of stock options granted [Line Items] | ||
Exercise price (in Dollars per share) | $ 6.9 | $ 19.82 |
Expected volatility | 99% | 98% |
Risk-free interest rate | 4.23% | 1.33% |
Expected life (in years) | 6 years 29 days | 6 years 29 days |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of stock option activities - Equity Option [Member] $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | ||
Stock-Based Compensation (Details) - Schedule of stock option activities [Line Items] | ||
Number of Options, Balance at beginning | shares | 1,356,639 | |
Weighted Average Exercise Price, Balance at beginning | $ / shares | $ 20.51 | |
Weighted Average Remaining Contractual Term (years), Balance at beginning | 8 years 7 months 2 days | |
Aggregate Intrinsic Value, Balance at beginning | $ | $ 1 | [1] |
Number of Options, ending | shares | 1,828,329 | |
Weighted Average Exercise Price, ending | $ / shares | $ 14.23 | |
Weighted Average Remaining Contractual Term (years), ending | 8 years 1 month 28 days | |
Aggregate Intrinsic Value, ending | $ | [1] | |
Number of Options, Vested or expected to vest | shares | 1,828,329 | |
Weighted Average Exercise Price, Vested or expected to vest | $ / shares | $ 14.23 | |
Weighted Average Remaining Contractual Term (years), Vested or expected to vest | 8 years 1 month 28 days | |
Aggregate Intrinsic Value, Vested or expected to vest | $ | [1] | |
Number of Options, Exercisable | shares | 755,234 | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 18.71 | |
Weighted Average Remaining Contractual Term (years), Exercisable | 7 years 6 months | |
Aggregate Intrinsic Value, Exercisable | $ | [1] | |
Number of Options, Granted | shares | 844,400 | |
Weighted Average Exercise Price, Granted | $ / shares | $ 6.13 | |
Weighted Average Remaining Contractual Term (years), Granted | ||
Aggregate Intrinsic Value, Granted | $ | [1] | |
Number of Options, Exercised | shares | ||
Weighted Average Exercise Price, Exercised | $ / shares | ||
Weighted Average Remaining Contractual Term (years), Exercised | ||
Aggregate Intrinsic Value, Exercised | $ | [1] | |
Number of Options, Forfeited | shares | (246,977) | |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 15.35 | |
Weighted Average Remaining Contractual Term (years), Forfeited | ||
Aggregate Intrinsic Value, Forfeited | $ | [1] | |
Number of Options, Expired | shares | (125,733) | |
Weighted Average Exercise Price, Expired | $ / shares | $ 25.4 | |
Weighted Average Remaining Contractual Term (years), Expired | ||
Aggregate Intrinsic Value, Expired | $ | [1] | |
[1] Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of our common stock on December 31, 2022. The intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $0 as no options were exercised. |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of total stock-based compensation costs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of total stock-based compensation costs [Line Items] | ||
Total stock-based compensation | $ 6,688 | $ 10,362 |
RSUs [Member] | ||
Stock-Based Compensation (Details) - Schedule of total stock-based compensation costs [Line Items] | ||
Total stock-based compensation | 1,272 | 4,520 |
Stock options [Member] | ||
Stock-Based Compensation (Details) - Schedule of total stock-based compensation costs [Line Items] | ||
Total stock-based compensation | $ 5,416 | $ 5,842 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 6,688 | $ 10,362 |
Research and development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 1,511 | 1,409 |
General and administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 5,177 | $ 8,953 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Effective tax rate description | For the year ended December 31, 2022, the Company’s effective tax rate was 0%, which consisted principally of a federal rate of 21%, the Company’s estimate of state taxes, net of federal benefit, of 2.2%, research and development credits of 3.3% and a true-up to the prior year’s tax return of 0.7%, offset by goodwill impairment of 10.4% and a valuation allowance 17.0%. | For the year ended December 31, 2021, the Company’s effective tax rate was 0%, which consisted principally of a federal rate of 21%, and the Company’s estimate of state taxes, net of federal benefit, of 0.6%, offset by a valuation allowance 12.9% and true-up to the prior year’s tax return of 8.2%. |
Carried forward tax year | 20 years | |
Carried forward tax | $ 114,200 | |
Valuation allowance | 38,983 | $ 27,803 |
Federal NOL [Member] | ||
Income Taxes (Details) [Line Items] | ||
Carried forward tax | 600 | |
U.S. federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating losses | $ 114,800 | |
State income tax [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating losses | $ 100,200 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of federal and state income tax expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | ||
State | ||
Total current | ||
Deferred | ||
Federal | (7,954) | (8,918) |
State | (1,068) | 4,294 |
Total deferred | (9,022) | (4,624) |
Change in valuation allowance | 9,022 | 4,624 |
Total income tax expense (benefit) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 26,768 | $ 23,350 |
Capitalized research and development | 3,418 | |
Stock option expense | 2,477 | 920 |
Research and development credits | 3,710 | 1,551 |
Operating lease liability | 1,481 | 1,564 |
RSU expense | 2,199 | 1,960 |
Other | 408 | 7 |
Total deferred tax assets | 40,461 | 29,352 |
Valuation allowance | (38,983) | (27,803) |
Deferred tax assets, net of valuation allowance | 1,478 | 1,549 |
Deferred tax liabilities: | ||
Operating right-of-use asset | (1,456) | (1,549) |
Other | (22) | |
Total deferred tax liabilities | (1,478) | (1,549) |
Deferred tax assets, net of valuation allowance and deferred tax liabilities |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of federal income tax to income before provision for income taxes | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Federal Income Tax To Income Before Provision For Income Taxes Abstract | ||
U.S. federal statutory rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (2.20%) | (0.60%) |
Research and development credits | (3.30%) | (2.80%) |
True-up to prior years return | (0.70%) | 8.20% |
Other | (0.30%) | 0.60% |
State rate change | 1.50% | |
Stock-based compensation | 0.10% | 1.20% |
Goodwill impairment | 10.40% | |
Change in valuation allowance | 17% | 12.90% |
Effective tax rate |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employee contributions | 100% | |
Employee compensation | 4% | |
Other expenses | $ 223 | $ 215 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - Schedule of net loss per share attributable to common stockholders, basic and diluted - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss attributable to common stockholders | $ 65,952 | $ 47,252 |
Denominator: | ||
Weighted-average common shares outstanding – basic | 11,259,615 | 11,232,576 |
Net loss per share attributable to common stockholders, basic | $ (5.86) | $ (4.21) |
Net Loss Per Common Share (De_2
Net Loss Per Common Share (Details) - Schedule of net loss per share attributable to common stockholders, basic and diluted (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Net Loss Per Share Attributable to Common Stockholders Basic and Diluted [Abstract] | ||
Weighted-average common shares outstanding – diluted | 11,259,615 | 11,232,576 |
Net loss per share attributable to common stockholders, diluted | $ (5.86) | $ (4.21) |
Net Loss Per Common Share (De_3
Net Loss Per Common Share (Details) - Schedule of weighted average dilutive common shares - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Weighted Average Dilutive Common Shares [Abstract] | ||
Stock options issued and outstanding | 1,828,329 | 1,356,639 |
Restricted stock units issued and outstanding | 486,338 | 383,119 |
Conversion of Series 1 Convertible Preferred Stock | 8,029,039 | 8,029,039 |
Total potentially dilutive shares | 10,343,706 | 9,768,797 |