Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Jul. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-36672 | |
Entity Registrant Name | KIORA PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-0443284 | |
Entity Address, Address Line One | 1371 East 2100 South | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84105 | |
City Area Code | 781 | |
Local Phone Number | 788-8869 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Trading Symbol | KPRX | |
Entity Common Stock, Shares Outstanding | 13,067,426 | |
Entity Central Index Key | 0001372514 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and Cash Equivalents | $ 5,067,354 | $ 7,854,690 |
Prepaid Expenses | 930,345 | 606,520 |
Tax Receivables | 552,237 | 529,560 |
Total Current Assets | 6,549,936 | 8,990,770 |
Non-Current Assets: | ||
Property and Equipment, Net | 67,297 | 73,999 |
Restricted Cash | 45,000 | 45,000 |
Intangible Assets and In-Process R&D, Net | 10,761,914 | 10,768,164 |
Operating Lease Assets | 158,309 | 209,411 |
Other Assets | 53,820 | 42,964 |
Total Assets | 17,636,276 | 20,130,308 |
Current Liabilities: | ||
Accounts Payable | 302,263 | 160,621 |
Accrued Expenses | 1,832,934 | 1,330,141 |
Operating Lease Liabilities | 92,317 | 118,846 |
Contingent Consideration | 293,947 | 0 |
Total Current Liabilities | 2,521,461 | 1,609,608 |
Non-Current Liabilities: | ||
Contingent Consideration, Non-Current | 2,988,898 | 3,048,955 |
Deferred Tax Liability | 802,131 | 802,131 |
Operating Lease Liabilities, Non-Current | 65,992 | 90,566 |
Total Non-Current Liabilities | 3,857,021 | 3,941,652 |
Total Liabilities | 6,378,482 | 5,551,260 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Equity: | ||
Preferred Stock, $0.01 Par Value: 10,000,000 shares authorized; 3,750 designated Series A, 0 shares issued and outstanding at March 31, 2022 and December 31, 2021; 10,000 designated Series B, 0 shares issued and outstanding at March 31, 2022 and December 31, 2021; 10,000 shares designated Series C, 0 shares issued and outstanding at March 31, 2022 and December 31, 2021; 20,000 shares designated Series D, 7 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 0 | |
Common Stock, $0.01 Par Value: 50,000,000 shares authorized and 12,663,965 and shares issued and outstanding at March 31, 2022 and December 31, 2021 | 126,640 | 126,640 |
Additional Paid-In Capital | 135,634,109 | 135,418,188 |
Accumulated Deficit | (124,444,363) | (120,879,349) |
Accumulated Other Comprehensive Loss | (58,592) | (86,431) |
Total Stockholders' Equity | 11,257,794 | 14,579,048 |
Total Liabilities and Stockholders' Equity | $ 17,636,276 | $ 20,130,308 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 12,663,965 | 12,663,965 |
Common Stock, Shares, Outstanding | 12,663,965 | 12,663,965 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Series A Preferred Stock | ||
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock Designated Shares | 3,750 | 3,750 |
Series B Preferred Stock | ||
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock Designated Shares | 10,000 | 10,000 |
Series C Preferred Stock | ||
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock Designated Shares | 10,000 | 10,000 |
Series D Preferred Stock | ||
Preferred Stock, Shares Issued | 7 | 7 |
Preferred Stock, Shares Outstanding | 7 | 7 |
Preferred Stock Designated Shares | 20,000 | 20,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Expenses: | ||
General and Administrative | $ 1,664,791 | $ 1,300,143 |
Research and Development | 707,928 | 1,280,242 |
Executive Severance | 962,833 | |
Change in Fair Value of Contingent Consideration | 233,890 | (570,203) |
Total Operating Expenses | 3,569,442 | 2,010,182 |
Operating Loss Before Other Income (Expense) | (3,569,442) | (2,010,182) |
Other Expense, Net: | ||
Gain on Disposal | 4,211 | |
Interest Income | 217 | 250 |
Interest Expense | (686) | |
Total Other Expense, Net | 4,428 | (436) |
Net Loss | $ (3,565,014) | $ (2,010,618) |
Net Loss per Common Share - Basic | $ (0.27) | $ (0.27) |
Net Loss per Common Share - Diluted | $ (0.27) | $ (0.27) |
Weighted-Average Shares Outstanding - Basic | 13,058,629 | 7,357,899 |
Weighted-Average Shares Outstanding - Diluted | 13,058,629 | 7,357,899 |
Other Comprehensive Loss: | ||
Net Loss | $ (3,565,014) | $ (2,010,618) |
Foreign Currency Translation Adjustments | 27,839 | 10,473 |
Comprehensive Loss | $ (3,537,175) | $ (2,000,145) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock Private Placement | Common Stock | Additional Paid-In Capital Private Placement | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Private Placement | Total |
Balance at Dec. 31, 2020 | $ 41 | $ 55,564 | $ 116,783,602 | $ (802) | $ (107,108,664) | $ 9,729,741 | |||
Balance (in shares) at Dec. 31, 2020 | 4,138 | 5,556,394 | |||||||
Stock-Based Compensation | 216,945 | 216,945 | |||||||
Issuance of Common Stock in Offerings, Net of Offering Costs | $ 15,311 | $ 7,973,550 | $ 7,988,861 | ||||||
Issuance of Common Stock in Offerings, Net of Offering Costs (in shares) | 1,531,101 | ||||||||
Issuance of Common Stock from Warrants, Net | $ 104 | 49,897 | 50,001 | ||||||
Issuance of Common Stock from Warrants, Net (in shares) | 10,417 | ||||||||
Foreign Currency Translation Adjustment | 10,473 | 10,473 | |||||||
Net Loss | (2,010,618) | (2,010,618) | |||||||
Balance at Mar. 31, 2021 | $ 41 | $ 70,979 | 125,023,994 | 9,671 | (109,119,282) | 15,985,403 | |||
Balance (in shares) at Mar. 31, 2021 | 4,138 | 7,097,912 | |||||||
Balance at Dec. 31, 2021 | $ 126,640 | 135,418,188 | (86,431) | (120,879,349) | 14,579,048 | ||||
Balance (in shares) at Dec. 31, 2021 | 7 | 12,663,965 | |||||||
Stock-Based Compensation | 215,921 | 215,921 | |||||||
Foreign Currency Translation Adjustment | 27,839 | 27,839 | |||||||
Net Loss | (3,565,014) | (3,565,014) | |||||||
Balance at Mar. 31, 2022 | $ 126,640 | $ 135,634,109 | $ (58,592) | $ (124,444,363) | $ 11,257,794 | ||||
Balance (in shares) at Mar. 31, 2022 | 7 | 12,663,965 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) | 3 Months Ended |
Mar. 31, 2021 USD ($) | |
Private Placement | |
Offering Costs | $ 11,142 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Activities: | ||
Net Loss | $ (3,565,014) | $ (2,010,618) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization | 10,773 | 10,599 |
Reduction of Right-of-Use Assets | 51,102 | 39,490 |
Stock-Based Compensation | 215,921 | 216,945 |
Change in fair value of contingent consideration | 233,890 | (570,203) |
Gain on Disposal of Equipment | (4,211) | |
Changes in Operating Assets and Liabilities: | ||
Prepaid Expenses | (323,825) | 216,078 |
Tax Receivable | (33,497) | (59,706) |
Other Assets | (10,856) | 8,073 |
Accounts Payable | 141,641 | 22,583 |
Lease Liabilities | (51,102) | (39,490) |
Accrued Expenses | 502,792 | (403,802) |
Net Cash Used in Operating Activities | (2,832,386) | (2,570,051) |
Investing Activities: | ||
Purchases of Property and Equipment | (58,119) | |
Proceeds on Sale of Equipment | 6,375 | |
Net Cash Provided by (Used in) Investing Activities | 6,375 | (58,119) |
Financing Activities: | ||
Proceeds from Stock Offerings, Net of Offering Costs | 0 | 7,988,861 |
Exercise of Warrants | 50,001 | |
Net Cash Provided by Financing Activities | 0 | 8,038,862 |
Effect of Exchange Rate Changes on Cash | 38,675 | 14,123 |
Net (Decrease) Increase in Cash | (2,787,336) | 5,424,815 |
Cash, Cash Equivalents and Restricted Cash, Beginning of Period | 7,899,690 | 1,230,677 |
Cash, Cash Equivalents and Restricted Cash, End of Period | 5,112,354 | 6,655,492 |
ASU 2016-02 | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||
Supplemental Disclosures of Noncash Operating and Financing Activities: | ||
Creation of Right-of-Use Assets and Related Lease Liabilities | $ 0 | $ 201,089 |
Business, Presentation and Rece
Business, Presentation and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Business, Presentation and Recent Accounting Pronouncements | |
Business, Presentation and Recent Accounting Pronouncements | 1. Business, Presentation and Recent Accounting Pronouncements Overview Kiora Pharmaceuticals, Inc. (“Kiora” or the “Company”) was formed as a Delaware corporation December 28, 2004 as amended. Kiora is a clinical-stage specialty pharmaceutical company developing and commercializing therapies for the treatment of ophthalmic diseases. Since its inception, Kiora has devoted substantially all of its efforts to business planning, research and development, and raising capital. Going Concern The accompanying Condensed Consolidated Financial Statements have been prepared assuming that Kiora will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2022, Kiora had unrestricted Cash and Cash Equivalents of $5.067 $124.444 Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, they do not include all information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited financial statements and notes previously distributed in the Company’s 2021 Annual Report on Form 10-K/A dated July 6, 2022. The balance sheet as of December 31, 2021 was derived from audited consolidated financial statements of the Company but does not include all the disclosures required by U.S. GAAP. Recent Accounting Pronouncements None noted |
Balance Sheet Information
Balance Sheet Information | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Information | |
Balance Sheet Information | 2. Balance Sheet Information Cash, Cash Equivalents and Restricted Cash A summary of cash and cash equivalents and restricted cash is as follows: March 31, 2022 (unaudited) December 31, 2021 Cash and Cash Equivalents $ 5,067,354 $ 7,854,690 Restricted Cash, Non-current 45,000 45,000 Total Cash, Cash Equivalents and Restricted Cash $ 5,112,354 $ 7,899,690 Noncurrent restricted cash consists of an deposit with a financial institution for corporate credit card. Accrued Expenses Accrued expenses consist of the following: March 31, 2022 (unaudited) December 31, 2021 Executive Severance $ 1,049,808 $ 200,605 Payroll and Benefits 336,680 737,365 Professional Fees 384,452 194,425 Clinical Trials 61,994 168,785 Other — 28,961 Total Accrued Expenses $ 1,832,934 $ 1,330,141 For the three months ended March 31, 2022, executive severance increased due to a one-time severance benefit accrual of $0.963 million for the Company’s previous Chief Executive Officer. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2022 | |
Acquisition | |
Acquisition | 3. Acquisition Effective October 21, 2021, the Company acquired all of the capital stock of Bayon Therapeutics, Inc. (“Bayon”), a privately held ophthalmic specialty pharmaceutical company focused on developing light sensitive small molecules. The fair value of the consideration for the Bayon acquisition is comprised of the following: Common Price per Shares Share (a) Amount Contingent Consideration at Fair Value $ 1,007,556 Cash Consideration 97,066 Kiora Common Stock 33,798 $ 2.01 67,934 Total Fair Value of Consideration $ 1,172,556 (a) Average closing price of the Company’s common stock for five trading days immediately preceding October 21, 2021. The former stockholders of Bayon are also eligible to receive up to $7.135 million in additional cash or stock payments based on clinical trial and FDA approval milestones for Bayon’s product candidates, as set forth in the Purchase Agreement. Brian M. Strem, Ph.D., our President and Chief Executive Officer and Eric J. Daniels, MD, MBA, our Chief Development Officer, are former shareholders of Bayon, and received 9,517 and 9,520 shares of Common Stock, respectively, at the closing of the Bayon acquisition. Bayon shareholders, including Drs. Strem and Daniels, will also be entitled to receive up to approximately $7.135 million in milestone payments, which we may elect to pay in cash or in shares. The Company accounted for the Bayon acquisition using the acquisition method of accounting whereby the total purchase price was preliminarily allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the date of acquisition. Current Assets $ 5,290 Intangible Assets 1,063,000 Goodwill 406,599 Accounts Payable (36,525) Deferred Tax Liability (265,808) Total Fair Value of Asset and Liabilities Purchased $ 1,172,556 As of March 31, 2022, the purchase price allocation for the Bayon acquisition was preliminary in nature and subject to completion. Adjustments to the current fair value estimates in the above table may occur as the process conducted for various valuations and assessments is finalized, including tax liabilities and other working capital accounts. Nearly 100% of the goodwill represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition. The goodwill is not expected to be tax deductible. As a result of the impairment evaluation of the Company as a single reporting unit, goodwill was considered impaired at December 31, 2021. The acquired intangible assets, which consist solely of in-process R&D, will not be amortized until the underlying development programs are completed. Upon obtaining regulatory approval, the intangible assets are then accounted for as finite-lived intangible assets and amortized on a straight-line basis over its estimated useful life. Consolidated Pro Forma Results Net loss in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2022 includes net losses of Bayon of $0.179 million. |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures | |
Fair Value Disclosures | 4. Fair Value Disclosures Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction to a third party under current market conditions at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. In connection with historical acquisitions, additional consideration may be paid related to the achievement of certain milestones. The following table provides information for liabilities measured at fair value on a recurring basis using Level 3 inputs: March 31, 2022 (unaudited) December 31, 2021 Contingent Consideration: Current 293,947 — Noncurrent 2,988,898 3,048,955 Total Contingent Consideration $ 3,282,845 $ 3,048,955 The Company initially values contingent consideration related to business combinations using a probability-weighted calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows for certain milestones. Key assumptions used to estimate the fair value of contingent consideration include projected financial information, market data and the probability and timing of achieving the specific targets as discussed in Note 3. Acquisition. After the initial valuation, the Company generally uses its best estimate to measure contingent consideration at each subsequent reporting period using the following unobservable Level 3 inputs: March 31, 2022 December 31, 2021 Valuation Technique Unobservable Inputs Range Range Discounted cash flow Payment discount rate 13.5 % 13.1 % Bayon Payment period 2023 - 2028 2023 - 2028 Panoptes Payment period 2024 - 2028 2024 - 2028 Jade Payment period 2026 2026 Bayon Probability of Success for payment 17% - 67 % 12% - 72 % Panoptes Probability of Success for payment 17% - 36 % 17% - 36 % Jade Probability of Success for payment 47 % 47 % Significant changes in these assumptions could result in a significantly higher or lower fair value. The contingent consideration reported in the above table resulted is adjusted quarterly based upon the passage of time or the anticipated success or failure of achieving certain milestones. The change in fair value of contingent consideration of $0.234 million for the three months ended March 31, 2022, was primarily driven by changes in estimated probabilities of success related to the orphan drug status designation of the Bayon drug candidate which occurred in March of 2022. The change in fair value of contingent consideration of ($0.507) million for the three months ended March 31, 2021 was primarily driven by changes in the estimated probabilities of success derived from an updated industry study published in the first quarter of 2021. The change in fair value of contingent consideration is recorded within operating expenses on the condensed consolidated statements of operation and comprehensive loss. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2022 | |
Capital Stock | |
Capital Stock | 5. Capital Stock On January 6, 2021, the Company completed a private placement of 1,531,101 shares of Common Stock and warrants to purchase up to 1,531,101 shares of Common Stock to an affiliate of Armistice Capital, LLC, with a combined purchase price per share and warrant of $5.225. The total net proceeds from the private placement were approximately $8.000 million. Steven J. Boyd and Keith Maher, each of whom were members of the Company’s board of directors through August 3, 2021, are affiliates of Armistice Capital, LLC, and Mr. Boyd holds voting and investment power over such entity. In connection with the Company’s acquisition of Panoptes Pharma Ges.m.b.H in December 2020 (“Panoptes Acquisition”), the Company held back consideration of 1,500 shares of Series D convertible preferred stock at closing (“Holdback Shares) which was valued at $1.500 million and recorded in Additional Paid-In Capital. These preferred shares are convertible into 403,461 shares of the Company’s common stock. The shares were held back so that if there were any post-closing adjustments or indemnification obligations the number of share issued could have been lower. On the 18-month anniversary of the acquisition or June 2022, the common shares were issued (see Note 10 for further information). The following is a summary of the Company’s reserved common stock as of March 31, 2022: Common Stock Warrants 6,757,180 Holdback Shares 403,461 Preferred Stock outstanding 2,089 Total 7,162,730 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
Warrants | 6. Warrants The following is a summary of warrant activity for the Company’s equity-classified warrants: Weighted Average Weighted Average Number of Exercise Remaining Warrants Price Term in Years Outstanding as of March 31, 2022 and December 31, 2021 6,757,180 $ 4.99 3.42 No warrants were issued or exercised during the three months ended March 31, 2022. The Company received net proceeds of $0.050 |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2022 | |
Net Loss per Share | |
Net Loss per Share | 7. Net Loss per Share Basic net loss per share, does not include the weighted-average unvested restricted common stock that has been issued and is subject to forfeiture totaling 8,797 and 54,709 shares for the three months ended March 31, 2022 and 2021, respectively. The following is a summary of potential common shares excluded from the calculation of net loss per share because their inclusion would be anti-dilutive as of March 31: 2022 2021 Common Stock Warrants 6,757,180 4,247,384 Employee Stock Options 678,150 370,359 Preferred Stock 2,089 865,500 Total 7,437,419 5,483,243 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 8. Stock-Based Compensation 2014 Plan The Company operates an equity-based compensation plan (the “2014 Plan”). The 2014 Plan provides for the granting of stock options (incentive and nonqualified), restricted stock or other stock-based awards to employees, officers, directors, consultants, and advisors. As of March 31, 2022, 829,339 shares of common stock were authorized to be awarded and no shares were available for awards. Stock-based compensation expense is presented in the same expense line items as cash compensation paid and for the three months ended March 31 are as follows: 2022 2021 Research and Development $ 32,620 $ 71,586 General and Administrative 183,301 145,359 Total Stock-Based Compensation Expense $ 215,921 $ 216,945 Stock Options During the three months ended March 31, 2022 the Company granted time-based stock options which vest one-third ratably service period, which is typically 3 years, net of actual forfeitures. A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the three months ended March 31, 2022 is shown in the following table. Risk-Free Interest Rate 2.42 % Expected Life (years) 5.00 Expected Stock Price Volatility 140 % Expected Dividend Yield — % The weighted-average grant date fair value of options granted during the three months ended March 31, 2022 was $0.68. The expected term of the options granted is based on management estimate. Expected volatility is based on the historical volatility of the Company’s peers common stock. The risk-free interest rate is determined based upon a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the option. Unamortized compensation expense related to the options amounted to $0.647 million at March 31, and is expected to be recognized over a weighted average period of approximately 2.30 years. Following is a summary of stock option activity for the three months ended March 31, 2022: Weighted-Average Number of Weighted- Average Remaining Options Exercise Price Term in Years Outstanding at December 31, 2021 515,922 $ 10.43 8.30 Granted 260,500 $ 0.76 9.84 Expired (12,662) $ 6.87 — Forfeited (85,610) $ 2.79 — Outstanding at March 31, 2022 678,150 $ 7.85 8.55 Exercisable and vested at March 31, 2022 241,683 $ 18.57 2.30 The stock options outstanding and exercisable at March 31, 2022 had no aggregate intrinsic value. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s common stock for options that had exercise prices lower than $0.62, the closing price of the Company’s stock on March 31, 2022. Restricted Stock Units There were no grants of time-based restricted stock units during the three months ended March 31, 2022. Restricted stock options compensation expense is recognized over the vesting period, which is typically one-third ratably Number of Weighted- Average Units Grant Date Fair Value Non-vested at December 31, 2021 15,012 $ 6.55 Vested (9,079) $ 6.55 Forfeited (3,350) $ 6.55 Non-vested at March 31, 2022 2,583 $ 6.55 Employee Stock Purchase Plan The Company has a non-qualified Employee Stock Purchase Plan (ESPP), which provides for the issuance of shares of the Company’s common stock to eligible employees of the Company that elect to participate in the plan and purchase shares of common stock through payroll deductions at a discounted price. Six month offering periods are made at the Board’s discretion. The ESPP provides for 11,371 aggregate shares of the Company’s common stock for participants to purchase. As of March 31, 2022, the remaining 7,806 shares are reserved for future offerings. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases The Company leases its office facilities as well as other property under operating leases.The Company’s Waltham, Massachusetts lease ended March 31, 2022. In February 2022, the Company entered into a lease for an office facility in Encinitas, California and took possession of the space May 1, 2022. The Company recorded an ROU asset and lease liability upon lease commencement in May 2022. Additionally, lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The remaining lease terms range from 1.6 to 1.7 years. Total operating lease cost for the three months ended March 31, 2022 and 2021 was $0.055 million and $0.051 million, respectively, and includes variable lease cost which are immaterial. As of March 31, 2022, the Company has no short-term leases. Supplemental cash flow information and non-cash activity related to operating leases for the three months ended March 31 were as follows: 2022 2021 Operating Cash Flow From Operating Leases $ 55,779 $ 55,738 Supplemental balance sheet and other information related to operating leases were as follows: 2022 2021 Weighted Average Discount Rate 4.66 % 5.32 % Weighted Average Remaining Lease Term (years) 1.7 2.1 License and Exclusive Rights Agreements We are a party to seven license agreements as described below. These license agreements require us to pay or receive royalties or fees to or from the licensor based on revenue or milestones related to the licensed technology. On July 2, 2013, we (through our subsidiary, Kiora Pharmaceuticals, GmbH) entered into a patent and know-how assignment agreement with 4SC Discovery GmbH (“4SC”) transferring to us all patent rights and know-how to the compound KIO-101. We are responsible for paying royalties of 3.25% on net sales of KIO- 101. On July 2, 2013, we (through our subsidiary, Kiora Pharmaceuticals, GmbH) entered into an out-license agreement with 4SC granting 4SC the exclusive worldwide right to commercialize the compound KIO-101 for rheumatoid arthritis and inflammatory bowel disease, including Crohn’s Disease and Ulcerative Colitis. We are eligible to receive milestone payments totaling up to 155 million euros, upon and subject to the achievement of certain specified developmental and commercial milestones. We have not received any milestones from 4SC. In addition, we are eligible to receive royalties of 3.25% on net sales of KIO-101. On September 12, 2013, we (through our subsidiary, Jade Therapeutics, Inc.) entered into an agreement with Lineage Cell Therapeutics, Inc. (“Lineage”), formerly known as BioTime, Inc. granting to us the exclusive worldwide right to commercialize cross-linked thiolated carboxymethyl hyaluronic acid (“modified HA”) for ophthalmic treatments in humans. The agreement requires us to pay an annual fee of $30,000 and a royalty of 6% on net sales of KIO-201 to Lineage based on revenue relating to any product incorporating the modified HA technology. The agreement expires when patent protection for the modified HA technology lapses in August 2027. On November 17, 2014, we (through our subsidiary Kiora Pharmaceuticals GmbH) entered into an intellectual property and know-how licensing agreement with Laboratoires Leurquin Mediolanum S.A.S. (“Mediolanum”) for the commercialization of KIO-101 (the “Mediolanum agreement”) in specific territories. Under the Mediolanum agreement, we out-licensed rights to commercialize KIO-101 for uveitis, dry eye and viral conjunctivitis in Italy, and France. This Agreement was amended on December 10, 2015 to also include Belgium and The Netherlands. Under the Mediolanum Agreement, Mediolanum is obligated to pay up to approximately 20.0 million EUROs in development and commercial milestones and a 7% royalty on net sales of KIO-101 in the territories through the longer of the expiry of the valid patents covering KIO- 101 or 10 years from the first commercial sale. The royalty is reduced to 5% after patent expiry. On September 26, 2018, we entered into an intellectual property licensing agreement (the “SentrX Agreement”) with SentrX, a veterinary medical device company that develops and manufactures veterinary wound care products. Under the SentrX Agreement, we in-licensed the rights to trade secrets and know- how related to the manufacturing of KIO-201. The SentrX Agreement enables us to pursue a different vendor with a larger capacity for manufacturing and an FDA-inspected facility for commercialization of a product for human use. Under the SentrX Agreement, SentrX is eligible to receive milestone payments totaling up to $4.75 million, upon and subject to the achievement of certain specified developmental and commercial milestones. The term of the agreement is until the Product is no longer in the commercial marketplace. On May 1, 2020, we (through our subsidiary, Kiora Pharmaceuticals Pty Ltd) entered into an agreement with the University of California (“UC”) granting to us the exclusive rights to its pipeline of photoswitch molecules. The agreement requires us to pay an annual fee to UC of $5,000, as well as payments to UC upon the achievement of certain development milestone and royalties based on revenue relating to any product incorporating KIO-301. The Company is obligated to pay royalties on net sales of two percent (2%) of the first $250 million of net sales, one and a quarter percent (1.25%) of net sales between $250 million and $500 million, and one half of one percent (0.5%) of net sales over $500 million. The agreement expires on the date of the last-to-expire patent included in the licensed patent portfolio which is January 2030. On May 1, 2020, we (through our subsidiary, Kiora Pharmaceuticals Pty Ltd) entered into an agreement with Photoswitch Therapeutics, Inc. (“Photoswitch”) granting to us access to certain patent applications and IP rights with last-to-expire patent terms of January 2030. The agreement calls for payments to Photoswitch upon the achievement of certain development milestones and upon first commercial sale of the product. Contingent Consideration The purchase price of various acquisitions in prior periods included contingent consideration, which consisted of various cash earn-out payments upon the achievement of certain milestones. Below are the maximum obligation payments per the respective agreements and estimated fair value of contingent consideration payments remaining as of March 31, 2022. Maximum Obligation Current Fair per Agreements Value Estimated Bayon $ 7,135,000 $ 1,068,833 Panoptes 9,500,000 1,624,621 Jade 2,164,451 589,391 $ 18,799,451 $ 3,282,845 Other In the normal course of business, the Company periodically becomes involved in various claims and lawsuits, as well as governmental proceedings and investigations that are incidental to the business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and amount of the claim, and an estimate of the possible loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. With respect to governmental proceedings and investigations, like other companies in the industry, the Company is subject to extensive regulation by national, state and local governmental agencies in the U.S. and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. The Company currently maintains insurance for risks associated with the operation of its business, provision of professional services and ownership of property. These policies provide coverage for a variety of potential losses, including loss or damage to property, bodily injury, general commercial liability, professional errors and omissions and medical malpractice. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 10. Subsequent Events On February 1, 2022, Kiora Pharmaceuticals, Inc. entered into a 18 month lease agreement commencing on May 1, 2022 for approximately 1,100 square feet located at 332 Encinitas Blvd., Encinitas, California.. The lease costs $38,700 per annum, paid in equal monthly payments. The purpose of the facility is for general office use for Brian Strem, President and Chief Executive Officer. On May 3, 2022, the Company filed a Registration Statement on Form S-1 registering a proposed offering of shares of common stock (or common stock equivalent), warrants and shares underlying such warrants. The Form S-1 has not yet been declared effective by the Securities and Exchange Commission. The Company can provide no assurance that it will consummate an offering under the Form S-1. The foregoing does not constitute an offer of any securities for sale. On May 13, 2022, Kiora Pharmaceuticals Pty Ltd entered into a 12 month lease agreement commencing May 16, 2022 for approximately 100 square meters located at 11 North Terrace, Adelaide SA 5000 Australia. The lease costs Kiora AUD25,000 per annum, broken into equal monthly payments. The purpose of this facility is to house specific clinical assessment as part of the ABACUS Phase 1b clinical trial for KIO-301. On May 25, 2022, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The Notice stated that the Company had 60 calendar days from May 25, 2022, or until July 25, 2022, to regain compliance by filing the late Form 10-Q or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. As a result of the filing of this Quarterly Report on Form 10-Q, the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1). On June 18, 2022, the Company issued an aggregate of 403,461 shares of common stock to former shareholders of Panoptes, which had been held back for a period of eighteen months following the closing of the Panoptes acquisition to satisfy post-closing adjustment and indemnification obligations pursuant to the terms of the Share Purchase Agreement between the Company and the former shareholders of Panoptes. |
Business, Presentation and Re_2
Business, Presentation and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Business, Presentation and Recent Accounting Pronouncements | |
Going Concern | Going Concern The accompanying Condensed Consolidated Financial Statements have been prepared assuming that Kiora will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2022, Kiora had unrestricted Cash and Cash Equivalents of $5.067 $124.444 |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, they do not include all information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited financial statements and notes previously distributed in the Company’s 2021 Annual Report on Form 10-K/A dated July 6, 2022. The balance sheet as of December 31, 2021 was derived from audited consolidated financial statements of the Company but does not include all the disclosures required by U.S. GAAP. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Information | |
Summary of cash and cash equivalents and restricted cash | A summary of cash and cash equivalents and restricted cash is as follows: March 31, 2022 (unaudited) December 31, 2021 Cash and Cash Equivalents $ 5,067,354 $ 7,854,690 Restricted Cash, Non-current 45,000 45,000 Total Cash, Cash Equivalents and Restricted Cash $ 5,112,354 $ 7,899,690 |
Schedule of accrued expenses | March 31, 2022 (unaudited) December 31, 2021 Executive Severance $ 1,049,808 $ 200,605 Payroll and Benefits 336,680 737,365 Professional Fees 384,452 194,425 Clinical Trials 61,994 168,785 Other — 28,961 Total Accrued Expenses $ 1,832,934 $ 1,330,141 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Acquisition | |
Schedule of fair value of consideration transferred | Common Price per Shares Share (a) Amount Contingent Consideration at Fair Value $ 1,007,556 Cash Consideration 97,066 Kiora Common Stock 33,798 $ 2.01 67,934 Total Fair Value of Consideration $ 1,172,556 (a) Average closing price of the Company’s common stock for five trading days immediately preceding October 21, 2021. |
Summary of purchase price allocation and estimated fair value | Current Assets $ 5,290 Intangible Assets 1,063,000 Goodwill 406,599 Accounts Payable (36,525) Deferred Tax Liability (265,808) Total Fair Value of Asset and Liabilities Purchased $ 1,172,556 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures | |
Schedule of liabilities measured on recurring basis | March 31, 2022 (unaudited) December 31, 2021 Contingent Consideration: Current 293,947 — Noncurrent 2,988,898 3,048,955 Total Contingent Consideration $ 3,282,845 $ 3,048,955 |
Schedule of unobservable Level 3 inputs | March 31, 2022 December 31, 2021 Valuation Technique Unobservable Inputs Range Range Discounted cash flow Payment discount rate 13.5 % 13.1 % Bayon Payment period 2023 - 2028 2023 - 2028 Panoptes Payment period 2024 - 2028 2024 - 2028 Jade Payment period 2026 2026 Bayon Probability of Success for payment 17% - 67 % 12% - 72 % Panoptes Probability of Success for payment 17% - 36 % 17% - 36 % Jade Probability of Success for payment 47 % 47 % |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Capital Stock | |
Schedule of common stock reserved | The following is a summary of the Company’s reserved common stock as of March 31, 2022: Common Stock Warrants 6,757,180 Holdback Shares 403,461 Preferred Stock outstanding 2,089 Total 7,162,730 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
Schedule of warrant activity | Weighted Average Weighted Average Number of Exercise Remaining Warrants Price Term in Years Outstanding as of March 31, 2022 and December 31, 2021 6,757,180 $ 4.99 3.42 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Net Loss per Share | |
Schedule of unvested restricted common stock and potential common stock equivalents are not included in the calculation of diluted net loss per share | 2022 2021 Common Stock Warrants 6,757,180 4,247,384 Employee Stock Options 678,150 370,359 Preferred Stock 2,089 865,500 Total 7,437,419 5,483,243 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Schedule of stock-based compensation expense | 2022 2021 Research and Development $ 32,620 $ 71,586 General and Administrative 183,301 145,359 Total Stock-Based Compensation Expense $ 215,921 $ 216,945 |
Schedule of weighted average assumptions | Risk-Free Interest Rate 2.42 % Expected Life (years) 5.00 Expected Stock Price Volatility 140 % Expected Dividend Yield — % |
Schedule of stock option activity | Weighted-Average Number of Weighted- Average Remaining Options Exercise Price Term in Years Outstanding at December 31, 2021 515,922 $ 10.43 8.30 Granted 260,500 $ 0.76 9.84 Expired (12,662) $ 6.87 — Forfeited (85,610) $ 2.79 — Outstanding at March 31, 2022 678,150 $ 7.85 8.55 Exercisable and vested at March 31, 2022 241,683 $ 18.57 2.30 |
Schedule of restricted stock activity | Number of Weighted- Average Units Grant Date Fair Value Non-vested at December 31, 2021 15,012 $ 6.55 Vested (9,079) $ 6.55 Forfeited (3,350) $ 6.55 Non-vested at March 31, 2022 2,583 $ 6.55 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Schedule of supplemental cash flow information and non-cash activity related to operating leases. | 2022 2021 Operating Cash Flow From Operating Leases $ 55,779 $ 55,738 |
Schedule of supplemental balance sheet and other information related to operating leases | 2022 2021 Weighted Average Discount Rate 4.66 % 5.32 % Weighted Average Remaining Lease Term (years) 1.7 2.1 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | Below are the maximum obligation payments per the respective agreements and estimated fair value of contingent consideration payments remaining as of March 31, 2022. Maximum Obligation Current Fair per Agreements Value Estimated Bayon $ 7,135,000 $ 1,068,833 Panoptes 9,500,000 1,624,621 Jade 2,164,451 589,391 $ 18,799,451 $ 3,282,845 |
Business, Presentation and Re_3
Business, Presentation and Recent Accounting Pronouncements (Details) - USD ($) | Aug. 11, 2021 | Jan. 06, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 5,067,354 | $ 7,854,690 | ||
Accumulated Deficit | $ (124,444,363) | $ (120,879,349) | ||
Proceeds from Issuance of Private Placement | $ 8,000,000 | |||
Registered direct offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from Issuance of Private Placement | $ 9,756,000 |
Balance Sheet Information - Cas
Balance Sheet Information - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Information | ||||
Cash and Cash Equivalents | $ 5,067,354 | $ 7,854,690 | ||
Restricted Cash, Non-current | 45,000 | 45,000 | ||
Total Cash, Cash Equivalents and Restricted Cash | $ 5,112,354 | $ 7,899,690 | $ 6,655,492 | $ 1,230,677 |
Balance Sheet Information - Acc
Balance Sheet Information - Accrued Expenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Information | ||
Executive Severance | $ 1,049,808 | $ 200,605 |
Payroll and Benefits | 336,680 | 737,365 |
Professional Fees | 384,452 | 194,425 |
Clinical Trials | 61,994 | 168,785 |
Other | 28,961 | |
Total Accrued Expenses | $ 1,832,934 | $ 1,330,141 |
Balance Sheet Information - Add
Balance Sheet Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Balance Sheet Information [Line Items] | |
Severance Costs | $ 962,833 |
Chief Executive Officer | |
Balance Sheet Information [Line Items] | |
Severance Costs | $ 963,000 |
Acquisition (Details)
Acquisition (Details) - Bayon | Oct. 21, 2021 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Contingent Consideration at Fair Value | $ 1,007,556 |
Cash Consideration | 97,066 |
Total Fair Value of Consideration | 1,172,556 |
Additional cash payments | 7,135,000 |
Additional milestone payment | $ 7,135,000 |
President | |
Business Acquisition [Line Items] | |
Shares issued to Bayon Shareholders at Acquisition (in shares) | shares | 9,517 |
Chief Executive Officer | |
Business Acquisition [Line Items] | |
Shares issued to Bayon Shareholders at Acquisition (in shares) | shares | 9,520 |
Common Stock | |
Business Acquisition [Line Items] | |
Kiora Common Stock | $ 67,934 |
Kiora Common Stock (in shares) | shares | 33,798 |
Kiora Common Stock (per share) | $ / shares | $ 2.01 |
Acquisition - Purchase price al
Acquisition - Purchase price allocation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Oct. 21, 2021 | |
Acquisition | ||
Current Assets | $ 5,290 | |
Intangible Assets | 1,063,000 | |
Goodwill | 406,599 | |
Accounts Payable | (36,525) | |
Deferred Tax Liability | (265,808) | |
Total Fair Value of Asset and Liabilities Purchased | $ 1,172,556 | |
Percentage of goodwill | 100% |
Acquisition - Proforma disclosu
Acquisition - Proforma disclosure (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Bayon | |
Business Acquisition [Line Items] | |
Net Loss | $ 179 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Contingent Consideration: | ||
Current | $ 293,947 | $ 0 |
Noncurrent | 2,988,898 | 3,048,955 |
Recurring | Level 3 | ||
Contingent Consideration: | ||
Current | 293,947 | |
Noncurrent | 2,988,898 | 3,048,955 |
Total Contingent Consideration | $ 3,282,845 | $ 3,048,955 |
Fair Value Disclosures - Unobse
Fair Value Disclosures - Unobservable Level 3 inputs (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, Measurement input, Rate | 13.5 | 13.1 | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible Enumeration] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible Enumeration] | us-gaap:MeasurementInputDiscountRateMember | us-gaap:MeasurementInputDiscountRateMember | |
Change in fair value of contingent consideration | $ 234 | $ (507) | |
Bayon | Level 3 | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of probability of success for payment | 17% | 12% | |
Bayon | Level 3 | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of probability of success for payment | 67% | 72% | |
Panoptes | Level 3 | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of probability of success for payment | 17% | 17% | |
Panoptes | Level 3 | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of probability of success for payment | 36% | 36% | |
Jade | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Percentage of probability of success for payment | 47% | 47% |
Capital Stock (Details)
Capital Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 06, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Shares issued | 1,531,101 | |
Class Of Warrant Or Right Number Of Warrant Issued | 1,531,101 | |
Share Purchase Price Of Common Stock And Warrant | $ 5.225 | |
Proceeds from Issuance of Private Placement | $ 8,000 | |
Holdback Shares | Panoptes | ||
Class of Stock [Line Items] | ||
Number of common shares issued up on conversion of held back shares | 403,461 | |
Holdback Shares | Panoptes | Additional Paid-In Capital | ||
Class of Stock [Line Items] | ||
Hold back consideration in shares | 1,500 | |
Hold back consideration | $ 1,500 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) | Mar. 31, 2022 shares |
Class of Stock [Line Items] | |
Common stock reserved | 7,162,730 |
Common Stock Warrants | |
Class of Stock [Line Items] | |
Common stock reserved | 6,757,180 |
Holdback Shares | |
Class of Stock [Line Items] | |
Common stock reserved | 403,461 |
Preferred Stock. | |
Class of Stock [Line Items] | |
Common stock reserved | 2,089 |
Warrants (Details)
Warrants (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Warrants | |||
Outstanding warrants | 6,757,180 | 6,757,180 | |
Weighted Average Exercise Price, Outstanding | $ 4.99 | $ 4.99 | |
Weighted Average Remaining Term in Years, Outstanding | 3 years 5 months 1 day | 3 years 5 months 1 day | |
Number of warrants issued to purchase the shares | 0 | ||
Exercise of Warrants | $ 50,001 |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average unvested restricted common stock that has been issued and is subject to forfeiture | 8,797 | 54,709 |
Anti-dilutive shares excluded from the calculation of net loss per share | 7,437,419 | 5,483,243 |
Common Stock Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from the calculation of net loss per share | 6,757,180 | 4,247,384 |
Employee Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from the calculation of net loss per share | 678,150 | 370,359 |
Preferred Stock. | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from the calculation of net loss per share | 2,089 | 865,500 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Stock-Based Compensation Expense | $ 215,921 | $ 216,945 |
Research and Development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Stock-Based Compensation Expense | 32,620 | 71,586 |
General and Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Stock-Based Compensation Expense | $ 183,301 | $ 145,359 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Risk-Free Interest Rate | 2.42% |
Expected Life | 5 years |
Expected Stock Price Volatility | 140% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation | ||
Number of Options, Outstanding at beginning of year | 515,922 | |
Number of Options, Granted | 260,500 | |
Number of Options, Expired | (12,662) | |
Number of Options, Forfeited | (85,610) | |
Number of Options, Outstanding at end of year | 678,150 | 515,922 |
Number of Options Exercisable and vested at the end | 241,683 | |
Weighted- Average Exercise Price, Outstanding at beginning of year | $ 10.43 | |
Weighted- Average Exercise Price, Granted | 0.76 | |
Weighted- Average Exercise Price, Expired | 6.87 | |
Weighted- Average Exercise Price, Forfeited | 2.79 | |
Weighted- Average Exercise Price, Outstanding at end of year | 7.85 | $ 10.43 |
Weighted- Average Exercise Price, Vested and expected to vest at end of year | $ 18.57 | |
Weighted-Average Remaining Contractual Life (In Years), Outstanding | 8 years 6 months 18 days | 8 years 3 months 18 days |
Weighted-Average Remaining Contractual Life (In Years), Granted | 9 years 10 months 2 days | |
Weighted-Average Remaining Term in Years Exercisable and vested at the end | 2 years 3 months 18 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Outstanding at beginning of year | 6,757,180 |
Outstanding at end of year | 6,757,180 |
Restricted Stock | |
Outstanding at beginning of year | 15,012 |
Number of Shares Vested | (9,079) |
Number of Shares Forfeited | (3,350) |
Outstanding at end of year | 2,583 |
Weighted- Average Grant Date Fair Value Outstanding at beginning of year | $ / shares | $ 6.55 |
Weighted- Average Grant Date Fair Value Vested | $ / shares | 6.55 |
Weighted- Average Grant Date Fair Value Forfeited | $ / shares | 6.55 |
Weighted- Average Grant Date Fair Value Outstanding at end of year | $ / shares | $ 6.55 |
Stock-Based Compensation- Addit
Stock-Based Compensation- Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 0.68 |
Unamortized compensation expense related to options | $ | $ 647 |
Expected weighted average period of recognition of compensation expense | 2 years 3 months 18 days |
Share Price | $ / shares | $ 0.62 |
Shares reserved for future offerings | 7,162,730 |
One-year anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.33% |
24-month period | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.67% |
ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Number of shares available for awards | 11,371 |
Shares reserved for future offerings | 7,806 |
2014 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Number of shares authorized to be awarded | 829,339 |
Number of shares available for awards | 0 |
Restricted Stock | One-year anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.33% |
Restricted Stock | 24-month period | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.67% |
Commitments and Contingencies -
Commitments and Contingencies - Supplemental cash flow information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies | ||
Operating Cash Flow From Operating Leases | $ 55,779 | $ 55,738 |
Commitments and Contingencies_2
Commitments and Contingencies - Supplemental balance sheet and other information (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Commitments and Contingencies | ||
Weighted Average Discount Rate | 4.66% | 5.32% |
Weighted Average Remaining Lease Term (years) | 1 year 8 months 12 days | 2 years 1 month 6 days |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | ||||||
May 01, 2020 | Nov. 17, 2014 | Sep. 12, 2013 | Jul. 02, 2013 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 26, 2018 | |
Commitments and Contingencies [Line Items] | |||||||
Total operating lease cost | $ 55,000 | $ 51,000 | |||||
Short term lease cost | $ 0 | ||||||
Payment of annual fee | $ 5,000 | ||||||
SentrX Animal Care Inc | |||||||
Commitments and Contingencies [Line Items] | |||||||
Intangible Assets Expected Milestone Payable | $ 4,750,000 | ||||||
For The First 250 Million Net Sales [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Percentage of royalties on net sales | 2% | ||||||
Between 250 And 500 Million Net Sales [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Percentage of royalties on net sales | 1.25% | ||||||
Net Sales Over 500 Million [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Percentage of royalties on net sales | 0.50% | ||||||
License | |||||||
Commitments and Contingencies [Line Items] | |||||||
Cost of Goods and Services Sold | $ 30,000 | $ 155,000,000 | |||||
KIO-101 [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Development and commercial milestones term | 10 years | ||||||
KIO-101 [Member] | Mediolanum Agreement [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Percentage of royalties on net sales | 7% | ||||||
Contractual Obligation | $ 20,000,000 | ||||||
Percentage of decreasing after patent expiry | 5% | ||||||
Minimum | |||||||
Commitments and Contingencies [Line Items] | |||||||
Remaining lease term | 1 year 7 months 6 days | ||||||
Maximum | |||||||
Commitments and Contingencies [Line Items] | |||||||
Remaining lease term | 1 year 8 months 12 days | ||||||
Licensing Agreements [Member] | License | |||||||
Commitments and Contingencies [Line Items] | |||||||
Percentage of royalties on net sales | 6% | 3.25% |
Commitments and Contingencies_4
Commitments and Contingencies - Contingent Consideration (Details) | Mar. 31, 2022 USD ($) |
Business Acquisition, Contingent Consideration [Line Items] | |
Maximum Obligation per Agreements | $ 18,799,451 |
Current Fair Value Estimated | 3,282,845 |
Bayon | |
Business Acquisition, Contingent Consideration [Line Items] | |
Maximum Obligation per Agreements | 7,135,000 |
Current Fair Value Estimated | 1,068,833 |
Panoptes | |
Business Acquisition, Contingent Consideration [Line Items] | |
Maximum Obligation per Agreements | 9,500,000 |
Current Fair Value Estimated | 1,624,621 |
Jade | |
Business Acquisition, Contingent Consideration [Line Items] | |
Maximum Obligation per Agreements | 2,164,451 |
Current Fair Value Estimated | $ 589,391 |
Subsequent Events (Details)
Subsequent Events (Details) | May 13, 2022 AUD ($) m² | Feb. 01, 2022 USD ($) m² | Jun. 18, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares |
Subsequent Event [Line Items] | |||||
Area of Land | m² | 1,100 | ||||
Lease costs | $ 25,000 | $ 38,700 | |||
Common Stock, Shares, Issued | shares | 12,663,965 | 12,663,965 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Area of Land | m² | 100 | ||||
Common Stock, Shares, Issued | shares | 403,461 |