Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | HSTO | |
Entity Registrant Name | Histogen Inc. | |
Entity Central Index Key | 0001383701 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 10655 Sorrento Valley Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | (858) | |
Local Phone Number | 526-3100 | |
Entity File Number | 001-36003 | |
Entity Tax Identification Number | 20-3183915 | |
Entity Common Stock, Shares Outstanding | 12,507,973 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 6,649 | $ 2,065 |
Restricted cash | 10 | 10 |
Accounts receivable, net | 171 | 110 |
Inventories | 453 | 106 |
Prepaid and other current assets | 699 | 167 |
Total current assets | 7,982 | 2,458 |
Restricted cash | 250 | |
Property and equipment, net | 295 | 320 |
Right-of-use assets | 4,334 | 95 |
Other assets | 1,091 | 69 |
Total assets | 13,952 | 2,942 |
Current liabilities: | ||
Accounts payable | 1,130 | 808 |
Accrued liabilities | 553 | 446 |
Current portion of Paycheck Protection Program loan | 39 | |
Current portion of lease liabilities | 108 | |
Current portion of deferred revenue | 103 | 19 |
Total current liabilities | 1,825 | 1,381 |
Noncurrent Paycheck Protection Program loan | 428 | |
Noncurrent portion of lease liabilities | 4,749 | |
Noncurrent portion of deferred revenue | 123 | 138 |
Other liabilities | 315 | 321 |
Total liabilities | 7,440 | 1,840 |
Commitments and contingencies (Note 10) | ||
Convertible preferred stock, $0.001 par value; no shares and 73,000,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; no shares and 5,046,154 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively; liquidation preference of $0 and $40,294 at September 30, 2020 and December 31, 2019, respectively | 39,070 | |
Stockholders’ Equity (Deficit) | ||
Preferred stock, $0.0001 par value; 10,000,000 shares and no shares authorized at September 30, 2020 and December 31, 2019, respectively; no shares issued and outstanding at September 30, 2020 and December 31, 2019 | ||
Common stock, $0.0001 par value; 200,000,000 shares and 105,000,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; 12,487,973 shares and 3,343,356 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 1 | |
Additional paid-in capital | 66,638 | 6,864 |
Accumulated deficit | (59,194) | (43,933) |
Total Histogen Inc. stockholders’ equity (deficit) | 7,445 | (37,069) |
Noncontrolling interest | (933) | (899) |
Total equity (deficit) | 6,512 | (37,968) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 13,952 | $ 2,942 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 73,000,000 |
Convertible preferred stock, shares issued | 0 | 5,046,154 |
Convertible preferred stock, shares outstanding | 0 | 5,046,154 |
Convertible preferred stock, liquidation preference | $ 0 | $ 40,294 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 105,000,000 |
Common stock, shares issued | 12,487,973 | 3,343,356 |
Common stock, shares outstanding | 12,487,973 | 3,343,356 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Revenues | $ 100,000 | |||
Total revenues | $ 495,000 | $ 314,000 | 1,581,000 | $ 9,893,000 |
Operating expenses: | ||||
Acquired in-process research and development | 7,144,000 | 2,250,000 | ||
Research and development | 1,534,000 | 673,000 | 4,362,000 | 2,716,000 |
General and administrative | 1,982,000 | 1,202,000 | 4,753,000 | 4,607,000 |
Total operating expenses | 3,841,000 | 2,060,000 | 16,931,000 | 10,683,000 |
Loss from operations | (3,346,000) | (1,746,000) | (15,350,000) | (790,000) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | 30,000 | 77,000 | ||
Interest income (expense), net | (25,000) | 18,000 | (53,000) | 36,000 |
Other income | 108,000 | 108,000 | ||
Total other income (expense) | 83,000 | 48,000 | 55,000 | 113,000 |
Net loss | (3,263,000) | (1,698,000) | (15,295,000) | (677,000) |
Net loss attributable to noncontrolling interest | 14,000 | 4,000 | 34,000 | 21,000 |
Net loss attributable to common stockholders | $ (3,249,000) | $ (1,694,000) | $ (15,261,000) | $ (656,000) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.27) | $ (0.51) | $ (2.06) | $ (0.20) |
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted | 12,169,173 | 3,343,356 | 7,425,051 | 3,328,549 |
License [Member] | ||||
Revenues: | ||||
Revenues | $ 5,000 | $ 5,000 | $ 877,000 | $ 7,515,000 |
Product [Member] | ||||
Revenues: | ||||
Revenues | 419,000 | 190,000 | 419,000 | 1,956,000 |
Operating expenses: | ||||
Cost of Revenue | 263,000 | 81,000 | 424,000 | 873,000 |
Grant [Member] | ||||
Revenues: | ||||
Revenues | 0 | 0 | 150,000 | |
Professional Services [Member] | ||||
Revenues: | ||||
Revenues | 71,000 | 119,000 | 285,000 | 272,000 |
Operating expenses: | ||||
Cost of Revenue | $ 62,000 | $ 104,000 | $ 248,000 | $ 237,000 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Beginning balance | $ 8,313 | $ (34,170) | $ (37,968) | $ (35,520) |
Beginning balance, shares | 5,046,154 | 5,046,154 | 4,813,274 | |
Beginning balance | $ 39,070 | $ 39,070 | $ 36,683 | |
Issuance of common stock, net of issuance costs/Lordship Indemnification | 1,337 | 1,337 | 115 | |
Issuance of common stock upon exercise of stock options | 40 | |||
Issuance of common stock to former stockholders of Conatus upon Merger | 18,872 | |||
Conversion of convertible preferred stock into common stock upon Merger | $ 39,070 | |||
Conversion of convertible preferred stock into common stock upon Merger, shares | (5,046,154) | |||
Conversion of convertible preferred stock into common stock upon Merger | $ (39,070) | |||
Stock-based compensation | 125 | 115 | 456 | 329 |
Net income (loss) | (3,263) | (1,698) | (15,295) | (677) |
Ending balance | $ 6,512 | $ (35,753) | $ 6,512 | $ (35,753) |
Ending balance, shares | 0 | 5,046,154 | 0 | 5,046,154 |
Ending balance | $ 39,070 | $ 39,070 | ||
Convertible Preferred Stock Series B [Member] | ||||
Issuance of convertible preferred stock | $ 124 | |||
Issuance of convertible preferred stock, shares | 16,413 | |||
Convertible Preferred Stock Series D [Member] | ||||
Issuance of convertible preferred stock | $ 513 | |||
Issuance of convertible preferred stock, shares | 49,144 | |||
PUR Settlement [Member] | ||||
Issuance of convertible preferred stock | $ 1,750 | |||
Issuance of convertible preferred stock, shares | 167,323 | |||
Common Stock [Member] | ||||
Beginning balance | $ 1 | |||
Beginning balance, shares | 11,812,493 | 3,327,198 | 3,343,356 | 3,292,104 |
Issuance of common stock, net of issuance costs/Lordship Indemnification, shares | 675,480 | 675,480 | 21,885 | |
Issuance of common stock upon exercise of stock options, shares | 16,158 | 28,684 | 29,367 | |
Issuance of common stock to former stockholders, shares | 3,394,299 | |||
Conversion of convertible preferred stock into common stock upon Merger | $ 1 | |||
Conversion of convertible preferred stock into common stock upon Merger, shares | 5,046,154 | |||
Ending balance | $ 1 | $ 1 | ||
Ending balance, shares | 12,487,973 | 3,343,356 | 12,487,973 | 3,343,356 |
Additional Paid-in Capital [Member] | ||||
Beginning balance | $ 65,176 | $ 6,640 | $ 6,864 | $ 6,311 |
Issuance of common stock, net of issuance costs/Lordship Indemnification | 1,337 | 1,337 | 115 | |
Issuance of common stock upon exercise of stock options | 40 | |||
Issuance of common stock to former stockholders of Conatus upon Merger | 18,872 | |||
Conversion of convertible preferred stock into common stock upon Merger | 39,069 | |||
Stock-based compensation | 125 | 115 | 456 | 329 |
Ending balance | 66,638 | 6,755 | 66,638 | 6,755 |
Accumulated Deficit [Member] | ||||
Beginning balance | (55,945) | (39,929) | (43,933) | (40,967) |
Net income (loss) | (3,249) | (1,694) | (15,261) | (656) |
Ending balance | (59,194) | (41,623) | (59,194) | (41,623) |
Total Histogen Inc. Stockholders’ Deficit [Member] | ||||
Beginning balance | 9,232 | (33,289) | (37,069) | (34,656) |
Issuance of common stock, net of issuance costs/Lordship Indemnification | 1,337 | 1,337 | 115 | |
Issuance of common stock upon exercise of stock options | 40 | |||
Issuance of common stock to former stockholders of Conatus upon Merger | 18,872 | |||
Conversion of convertible preferred stock into common stock upon Merger | 39,070 | |||
Stock-based compensation | 125 | 115 | 456 | 329 |
Net income (loss) | (3,249) | (1,694) | (15,261) | (656) |
Ending balance | 7,445 | (34,868) | 7,445 | (34,868) |
Noncontrolling Interest [Member] | ||||
Beginning balance | (919) | (881) | (899) | (864) |
Net income (loss) | (14) | (4) | (34) | (21) |
Ending balance | $ (933) | $ (885) | $ (933) | $ (885) |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Cash flows from operating activities | |||
Net income (loss) | $ (1,698,000) | $ (15,295,000) | $ (677,000) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Acquired in-process research and development | 7,144,000 | 1,750,000 | |
Depreciation and amortization | 40,000 | 74,000 | 107,000 |
Stock-based compensation | 456,000 | 329,000 | |
Loss on disposal of property and equipment | 7,000 | ||
Write-off of inventory | 186,000 | ||
Change in fair value of warrant liabilities | (30,000) | (77,000) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (61,000) | 120,000 | |
Inventories | (533,000) | (133,000) | |
Prepaid expenses and other current assets | (122,000) | (107,000) | |
Other assets | (127,000) | 82,000 | |
Accounts payable | (197,000) | 132,000 | |
Accrued liabilities | 80,000 | (256,000) | |
Right-of-use asset and lease liabilities, net | 346,000 | (56,000) | |
Deferred revenue | 69,000 | (826,000) | |
Net cash (used in) provided by operating activities | (7,980,000) | 395,000 | |
Cash flows from investing activities | |||
Cash acquired in connection with the Merger | 12,835,000 | ||
Cash paid for acquisition related costs | (1,811,000) | ||
Cash paid for property and equipment | (49,000) | (152,000) | |
Net cash provided by (used in) investing activities | 10,975,000 | (152,000) | |
Cash flows from financing activities | |||
Repayment of finance lease obligations | (5,000) | (25,000) | |
Proceeds from sales of common stock, net of issuance costs | 1,337,000 | ||
Proceeds from promissory notes | 500,000 | ||
Payments on promissory notes | (500,000) | ||
Proceeds from the exercise of stock options | 40,000 | ||
Proceeds from Payroll Protection Program Loan | 467,000 | ||
Net cash provided by financing activities | 1,839,000 | 488,000 | |
Net increase in cash, cash equivalents and restricted cash | 4,834,000 | 731,000 | |
Cash, cash equivalents and restricted cash, beginning of period | 2,075,000 | 3,037,000 | |
Cash, cash equivalents and restricted cash, end of period | 3,768,000 | 6,909,000 | 3,768,000 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets | |||
Cash and cash equivalents | 3,758,000 | 6,649,000 | 3,758,000 |
Restricted cash | 10,000 | 260,000 | 10,000 |
Total cash, cash equivalents and restricted cash | $ 3,768,000 | 6,909,000 | 3,768,000 |
Noncash investing and financing activities | |||
Right-of-use asset obtained in exchange for operating lease liability | 4,481,000 | 619,000 | |
Right-of-use asset obtained in exchange for finance lease liability | 40,000 | ||
Conversion of convertible preferred stock into common stock | 39,070,000 | ||
Issuance of common stock to Conatus stockholders | 18,872,000 | ||
Net assets acquired in Merger | 710,000 | ||
Acquisition related costs included in accounts payable | $ 6,000 | ||
Issuance of stock for Lordship Indemnification (Note 11) | 115,000 | ||
Series D Convertible Preferred Stock [Member] | |||
Cash flows from financing activities | |||
Proceeds from the issuance of Series D convertible preferred stock, net | 513,000 | ||
Series B Preferred Stock [Member] | |||
Noncash investing and financing activities | |||
Issuance of stock for Lordship Indemnification (Note 11) | $ 124,000 |
Description of Business, Basis
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 1. Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Description of Business Histogen Inc. (the “Company,” “Histogen,” or the “combined company”), formerly known as Conatus Pharmaceuticals Inc. (“Conatus”) clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the body’s natural process to repair and maintain healthy biological function. The therapeutics are designed for aesthetic and therapeutic applications based upon the Company’s unique technology that utilizes proteins and growth factors produced by hypoxia-induced multipotent cells. The Company has a robust portfolio of product candidates derived from one core technology process that fulfills market needs without using embryonic stem cells or animal components. The Company’s products are all covered by patented technologies which focus on replacing and regenerating tissues in the body. The Company’s lead drug candidate, HST-001, is a hair stimulating complex (“HSC”) intended to be a physician-administered therapeutic for alopecia (hair loss). Phase 1 and Phase 1/2 clinical trials of HSC have been completed outside the United States, with results that produced significant efficacy and a clear safety profile and margin. A Phase 1 clinical trial of HSC in the United States under a Food and Drug Administration (“FDA”) approved Investigational New Drug (“IND”) has been completed and reports filed with the FDA in 2019. In 2019, the Company established HST-001 as the program identifier for HSC development and expanded its product pipeline to include HST-002 (dermal filler) and HST-003 (knee cartilage) as its other lead development programs. The Company has also developed a non-prescription topical skin care ingredient that currently generates revenue from customers who formulate the ingredient into their skin care product lines. The Company also retained development and commercialization rights to emricasan, an asset previously developed by Conatus (see Note 6), and on October 26, 2020, the Company entered into a Collaborative Development and Commercialization Agreement (the “Collaboration Agreement”) with Amerimmune LLC (“Amerimmune”), pursuant to which the Company and Amerimmune agreed to jointly develop emricasan, an orally active pan-caspase inhibitor, for the potential treatment of COVID-19 (see Note 12). Merger between Private Histogen and Conatus Pharmaceuticals Inc. and Name Change On January 28, 2020, the Company, then operating as Conatus, entered into an Agreement and Plan of Merger and Reorganization, as amended (the “Merger Agreement”), with privately-held Histogen Inc. (“Private Histogen”) and Chinook Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”). Under the Merger Agreement, Merger Sub merged with and into Private Histogen, with Private Histogen surviving as a wholly-owned subsidiary of the Company (the “Merger”). On May 26, 2020, the Merger was completed. Conatus changed its name to Histogen Inc., and Private Histogen, which remains as a wholly-owned subsidiary of the Company, changed its name to Histogen Therapeutics Inc. On May 27, 2020, the combined company’s common stock began trading on The Nasdaq Capital Market under the ticker symbol “HSTO”. Except as otherwise indicated, references herein to “Histogen,” the “Company,” or the “combined company”, refer to Histogen Inc. on a post-Merger basis, and the term “Private Histogen” refers to the business of privately-held Histogen Inc., prior to completion of the Merger. References to Conatus refer to Conatus Pharmaceuticals Inc. prior to completion of the Merger. Pursuant to the terms of the Merger Agreement, each outstanding share of Private Histogen common stock outstanding immediately prior to the closing of the Merger was converted into approximately 0.14342 shares of Company common stock (the “Exchange Ratio”), after taking into account the Reverse Stock Split, as defined below. Immediately prior to the closing of the Merger, all shares of Private Histogen preferred stock then outstanding were exchanged into shares of common stock of Private Histogen. In addition, all outstanding options exercisable for common stock of Private Histogen and warrants exercisable for common stock of Private Histogen became options and warrants exercisable for the same number of shares of common stock of the Company multiplied by the Exchange Ratio. Immediately following the Merger, stockholders of Private Histogen owned approximately 71.3% of the outstanding common stock of the combined company. The transaction was accounted for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Under this method of accounting, Private Histogen was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) Private Histogen’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) Private Histogen designated a majority of the members of the initial board of directors of the combined company, and (iii) Private Histogen’s senior management holds all key positions in the senior management of the combined company. As a result, as of the closing date of the Merger, the net assets of the Company were recorded at their acquisition-date relative fair values in the accompanying condensed consolidated financial statements of the Company and the reported operating results prior to the Merger are those of Private Histogen. Reverse Stock Split and Exchange Ratio On May 26, 2020, in connection with, and prior to the completion of, the Merger, the Company effected a one-for-ten reverse stock split of its then outstanding common stock (the “Reverse Stock Split”). The par value and the authorized shares of the common stock were not adjusted as a result of the Reverse Stock Split. All of the Company’s issued and outstanding common stock have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. All issued and outstanding Private Histogen common stock, convertible preferred stock, options and warrants prior to the effective date of the Merger have been retroactively adjusted to reflect the Exchange Ratio for all periods presented. Liquidity and Going Concern From inception and through September 30, 2020 The Company has not yet established ongoing sources of revenues sufficient to cover its operating costs and will need to continue to raise additional capital to support its future operating activities, including progression of its development programs, preparation for commercialization, and other operating costs. Management’s plans with regard to these matters include entering into a combination of additional debt or equity financing arrangements, government funding, strategic partnerships, collaboration and licensing arrangements, or other similar arrangements. In addition, the Company may fund its losses from operations through the common stock purchase agreement the Company entered into with Lincoln Park in July 2020, for the purchase of up to $10.0 million of the Company’s common stock over the 24 month period of the purchase agreement, $8.5 million of which remains available for sale as of the date (see Note 9), subject to limitations on the amount of securities the Company may sell under its effective registration statement on Form S-3 within any 12 month period. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Based on the above, there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date the condensed consolidated financial statements are available to be issued. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries, including Histogen Therapeutics, Inc., and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. The Company acquired Centro De Investigacion de Medicina Regenerativa, S.A. de C.V. (“CIMRESA”), a company in Mexico, during 2018 to facilitate a potential clinical development program for HSC. This is a wholly-owned subsidiary intended to pursue registration with the COFEPRIS (Mexico equivalent to FDA). CIMRESA had no operational or financial activity for the three and nine months ended September 30, 2020 and 2019. The Company holds a majority interest in Adaptive Biologix, Inc. (“AB”, formerly Histogen Oncology, LLC). AB was formed to develop and market applications for the treatment of cancer. The Company consolidates AB into its condensed consolidated financial statements. Reclassifications Certain prior period amounts related to the acquisition of in-process research and development assets from the Company’s former unconsolidated affiliate, have been reclassified from research and development expense to acquired in-process research and development expense on the accompanying condensed consolidated statements of operations and cash flows to conform to the current period presentation. In addition, certain prior period amounts have been reclassified from research and development expenses to cost of product revenue due to an immaterial error identified by the Company. These reclassifications have no effect on previously reported net income (loss), Stockholders’ equity (deficit) or cash flows from operating activities. Unaudited Interim Financial Information The unaudited condensed consolidated financial statements as of September 30, 2020, and for the three and nine months ended September 30, 2020 and 2019, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities and contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Management believes that these estimates and assumptions are reasonable, however, actual results may differ and could have a material effect on future results of operations and financial position. Though the impact of the COVID-19 pandemic to our business and operating results presents additional uncertainty, we continue to use the best information available to us in our critical accounting estimates. Significant estimates and assumptions include the useful lives of property and equipment, discount rates used in recognizing contracts containing leases, unrecognized tax benefits, reserves for excess or obsolete inventory, stock-based compensation, and best estimate of standalone selling price of revenue deliverables. Actual results may materially differ from those estimates. Variable Interest Entities The Company determined that AB is a variable interest entity (“VIE”) and that the Company is its primary beneficiary. The Company holds greater than 50% of the shares and has the authority to manage the business and affairs of the VIE. AB’s other shareholder does not have a controlling interest. On January 12, 2018, AB was converted into a traditional C corporation, a Delaware corporation, under a Plan of Conversion agreement between the Company and the other member of the limited liability company, Wylde, LLC (“Wylde”). The entity structure change eliminated some of the special rights Wylde had under the LLC charter and gave the Company more control over the voting rights under the new corporate structure. The Plan of Conversion called for 3,800,000 common stock shares of AB to be issued to the Company and Wylde in proportion to their interest in the LLC immediately before the agreement was executed. Contemporaneously, the Company offered to purchase, and Wylde agreed to sell, 100,000 of the AB common shares for $1.00 per share for a total price of $0.1 million. The completion of this transaction among the stockholders of AB resulted in Histogen owning 2,600,000 common shares or approximately 68% of AB. A VIE is typically an entity for which the Company has less than a 100% equity interest but controls the decision making over the business and affairs of the entity, directs the decisions driving the economic performance of such entity and participates in the profit and losses of such an entity. The Company weighed both quantitative and qualitative information about the different risks and reward characteristics of each entity and the significance of that entity to the consolidating group in the aggregate. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less to be cash equivalents. Cash and cash equivalents include cash in readily available checking, money market accounts and brokerage accounts. The Company’s current restricted cash consists of cash held as collateral for the issuer of its credit card accounts. Noncurrent restricted cash consists of collateral for a letter of credit issued as a security deposit for the lease of the Company’s headquarters and is required to be held throughout the lease term. Risks and Uncertainties Credit Risk At certain times throughout the year, the Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institutions in which those deposits are held. Customer Risk During the three months ended September 30, 2020 and 2019, one customer accounted for 100% and 39% of total revenues, respectively. During the nine months ended September 30, 2020 and 2019, one customer accounted for 100% and 94% of total revenues, respectively. Accounts receivable from the customer was $0.1 million at September 30, 2020 and December 31, 2019. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date these condensed consolidated financial statements were available to be issued. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the situation on its financial condition, liquidity, operations, customers, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the response to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak to its results of operations, financial condition, or liquidity for fiscal year 2020. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. The Company continues to examine the impact that the CARES Act may have on its business. Currently, the Company is unable to determine the impact that the CARES Act will have on its financial condition, results of operations, or liquidity. The CARES Act also appropriated funds for the U.S. Small Business Administration Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. Refer to Note 8 – Paycheck Protection Program Loan for further information. Accounts Receivable Accounts receivable are generally due within 30 days and are recorded net of the allowance for doubtful accounts. The allowance is based on an analysis of historical bad debt, current receivables aging and expected future write-offs of uncollectible accounts, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. Additions to the allowance for doubtful accounts include provisions for bad debt and deductions from the allowance for doubtful accounts include customer write-offs. Provision for doubtful accounts was not material for all periods presented. Inventories Inventories, consisting of raw materials, work in process, and finished goods, are valued at the lower of cost (first-in, first-out method) or net realizable value. The Company writes down excess and obsolete inventory to its estimated net realizable value based on management’s review of inventories on hand compared to estimated future usage and sales, shelf-life and assumptions about the likelihood of obsolescence. The cost components of work in process and finished goods inventories include raw materials, direct labor and an allocation of the Company’s overhead. Property and Equipment Property and equipment are reported net of accumulated depreciation and amortization and are comprised of office furniture and equipment, lab and manufacturing equipment, and leasehold improvements. Ordinary maintenance and repairs are charged to expense, while expenditures that extend the physical or economic life of the assets are capitalized. Furniture and all equipment are depreciated over their estimated useful lives, or five years, using the straight-line method. Leasehold improvements are amortized over their estimated useful lives and limited by the remaining term of the building lease, using the straight-line method. Valuation of Long-Lived Assets Long-lived assets to be held and used, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. As of September 30, 2020, the Company has not recognized any impairment to long-lived assets. Forward Purchase Contract In late 2011, Private Histogen contracted for research services from EPS Global Research Pte. Ltd. (“EPS”) to conduct clinical trials and compile data from a study that took place in 2011 and 2013. The unpaid amount due for the services was approximately $0.3 million. On January 26, 2017, Private Histogen and EPS entered into a Debt Settlement and Conversion Agreement (“Settlement Agreement”) whereby Private Histogen paid $50,000 and issued EPS 14,342 shares of Series D convertible preferred stock. The Company is required to repurchase the shares at the higher of the remaining balance due, approximately $0.3 million at September 30, 2020 and December 31, 2019, or the market price of the shares at the time of repurchase, but no later than December 31, 2021. The Company has the sole option to initiate the timing of the repurchase of the shares (which were converted into shares of common stock upon the Merger) before the deadline date. The Settlement Agreement was treated as debt subject to Accounting Standards Codification (“ASC”) 470, Debt Distinguishing Liabilities from Equity The Company determined the fair value of the liability to be approximately $0.3 million which is the value as if the repurchase commitment was exercised immediately. As of September 30, 2020 and December 31, 2019, the fair value of the EPS forward contract remained at approximately $0.3 million and is included in other liabilities in the accompanying condensed consolidated balance sheets. Convertible Preferred Stock Prior to the Merger, Private Histogen had shares of convertible preferred stock outstanding that were conditionally redeemable, as the redemption rights were either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, and were classified as temporary equity. Comprehensive Income (Loss) The Company is required to report all components of comprehensive income (loss), including net income (loss), in the accompanying condensed consolidated financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments and foreign currency translation adjustments. Net loss and comprehensive loss were the same for all periods presented. Revenue Recognition Product and License Revenue The Company records revenue in accordance with ASC 606, Revenue from Contracts with Customers Grant Awards In March 2017, the National Science Foundation (“NSF”), a government agency, awarded the Company a research and development grant to develop a novel wound dressing for infection control and tissue regeneration. The Company has concluded this government grant is not within the scope of ASC 606, as government entities generally do not meet the definition of a “customer” as defined by ASC 606. Payments received under the grant are considered conditional, non-exchange contributions under the scope of ASC 958-605, Not-for-Profit Entities – Revenue Recognition In September 2020, the Company was approved for a grant award from the U.S. Department of Defense (“DoD”) in the amount of approximately $2.0 million to partially fund the Company’s planned Phase 1/2 clinical trial of HST-003 for regeneration of cartilage in the knee. Under the terms of the award, the DoD will reimburse the Company for certain allowable costs. The period of performance for the grant award substantially expires in September 2025 and is subject to annual and quarterly reporting requirements. The Company will recognize funding received from the grant award as a reduction of research and development expenses in the period in which qualifying expenses have been incurred, as the Company is reasonably assured that the expenses will be reimbursed and the funding is collectible. For the three and nine months ended September 30, 2020, no qualifying expenses have been incurred and there has been no reduction of research and development expenses related to the award and no amounts have been reimbursed by the DoD under the terms of the award. Professional Services The Company recognizes revenue for professional services which are based upon negotiated rates with the counterparty. Professional services fees are recognized as revenue over time when the underlying services are performed, in accordance with ASC 606, and none of the revenue recognized to date is refundable. Cost of Product Revenue Cost of product revenue represents direct and indirect costs incurred to bring the product to saleable condition. Cost of Professional Services Revenue Cost of professional services revenue represents the Company’s costs for full-time employee equivalents and actual out-of-pocket costs. Research and Development Expenses All research and development costs are charged to expense as incurred. Research and development expenses primarily include (i) payroll and related costs associated with research and development performed, (ii) costs related to clinical and preclinical testing of the Company’s technologies under development, and (iii) other research and development costs including allocations of facility costs. Acquired In-Process Research and Development Expense The Company has acquired and may continue to acquire the rights to drug candidates in various stages of development. The up-front payments to acquire a drug candidate are immediately expensed as acquired in-process research and development, provided that the drug candidate has not obtained regulatory approval for marketing and, absent obtaining such approval, have no alternative future use. General and Administrative Expenses General and administrative expenses represent personnel costs for employees involved in general corporate functions, including finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expenses consist of professional fees for legal (including patent costs), audit and other consulting services, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs, depreciation and amortization, and other general corporate overhead expenses. Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between consolidated financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. No income tax expense or benefit was recorded for the three and nine months ended September 30, 2020 and 2019, due to the full valuation allowance on the Company’s net deferred tax assets. A valuation allowance is provided if it is more likely than not that some or all the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. The Company’s policy is to recognize interest or penalties related to income tax matters in income tax expense. Interest and penalties related to income tax matters were not material for the periods presented. Net Loss Per Share Basic net loss per share attributable to common stockholders attributable to common stockholders The following table sets forth outstanding potentially dilutive shares that have been excluded from the calculation of diluted net loss per share attributable to common stockholders because of their anti-dilutive effect (in common stock equivalents): September 30, 2020 September 30, 2019 Outstanding stock options 1,499,123 1,358,588 Convertible preferred stock — 5,046,213 Warrants to purchase common stock 4,929 3,585 Warrants to purchase convertible preferred stock — 107,565 Total 1,504,052 6,515,951 Common Stock Valuations Prior to the Merger, the Company was required to periodically estimate the fair value of common stock with the assistance of an independent third-party valuation expert when issuing stock options and computing its estimated stock-based compensation expense. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. In order to determine the fair value, the Company considered, among other things, contemporaneous valuations of the Company’s common stock, the Company’s business, financial condition and results of operations, including related industry trends affecting its operations; the likelihood of achieving various liquidity events; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. Stock-Based Compensation Stock Options The Company recognizes stock-based compensation expense over the requisite service period on a straight-line basis. Employee and director stock-based compensation for stock options is measured based on estimated fair value as of the grant date, using the Black-Scholes option pricing model, in calculating the fair value of option grants as of the grant date. The Company uses the following assumptions for estimating fair value of option grants: Fair Value of Common Stock – The fair value of common stock underlying the option grant is determined based on observable market prices of the Company’s common stock. Expected Volatility – Volatility is a measure of the amount by which the Company’s share price has historically fluctuated or is expected to fluctuate (i.e., expected volatility) during a period. Due to the lack of an adequate history of a public market for the trading of the Company’s common stock and a lack of adequate company-specific historical and implied volatility data, volatility has been estimated and based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, the Company has selected companies with comparable characteristics, including enterprise value, risk profiles, and position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. Expected Term – This is the period of time during which the options are expected to remain unexercised. Options have a maximum contractual term of ten years. The Company estimates the expected term of stock options using the “simplified method”, whereby the expected term equals the average of the vesting term and the original contractual term of the underlying option. Risk-Free Interest Rate – This is the observed yield on zero-coupon U.S. Treasury securities, as of the day each option is granted, with a term that most closely resembles the expected term of the option. Expected Forfeiture Rate – Forfeitures are recognized as they occur. Performance-Based Options Stock-based compensation expense for performance-based options is recognized based on amortizing the fair market value as of the grant date over the periods during which the achievement of the performance is probable. Performance-based options require certain performance conditions to be achieved in order for these options to vest. These options vest on the date of achievement of the performance condition. Market-Based Options Stock-based compensation expense for market-based options is recognized on a straight-line basis over the derived service period, regardless of whether the market condition is satisfied. Market-based options subject to market-based performance targets require achievement of the performance target in order for these options to vest. The Company estimates the fair value of market-based options as of the grant date and expected term using a Monte Carlo simulation that incorporates option-pricing inputs covering the period from the grant date through the end of the derived service period. The expected volatility as of the grant date is estimated and based on the historical volatility of a group of similar companies that are publicly traded. The risk-free interest rate is based on the yield on zero-coupon U.S. Treasury securities, as of the day the option is granted, with a term that most closely resembles the expected term of t |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. Inventories Inventories consisted of the following (in thousands): September 30, 2020 December 31, 2019 Raw materials $ 116 $ 106 Work in process 337 — Total $ 453 $ 106 As of September 30, 2020 and December 31, 2019, no finished goods were included in inventories. During the nine months ended September 30, 2020, the Company recorded a write-off of inventory totaling $0.2 million. This amount was recognized as a component of cost of product revenue in the accompanying condensed consolidated statements of operations. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 3. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): September 30, 2020 December 31, 2019 Lab and manufacturing equipment $ 1,235 $ 1,231 Leasehold improvements 845 845 Office furniture and equipment 157 157 Total 2,237 2,233 Less: accumulated depreciation and amortization (1,942 ) (1,913 ) Property and equipment, net $ 295 $ 320 Depreciation and amortization expense for the three months ended September 30, 2020 and 2019 were $24,000 and $40,000, respectively. Depreciation and amortization expense for the nine months ended September 30, 2020 and 2019 was $0.1 million. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 4. Balance Sheet Details Prepaid and other current assets consisted of the following (in thousands): September 30, 2020 December 31, 2019 Insurance $ 466 $ — Security deposit 81 — Clinical research 13 50 Other 139 117 Total $ 699 $ 167 Other assets consisted of the following (in thousands): September 30, 2020 December 31, 2019 Insurance $ 1,016 $ — Other 75 69 Total $ 1,091 $ 69 Accrued liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Current portion of finance lease liabilities $ 8 $ 6 Compensation 272 182 Clinical trial and study related costs 161 22 Legal fees 2 169 Other 110 67 Total $ 553 $ 446 Other liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Noncurrent portion of finance lease liabilities $ 25 $ 31 Forward purchase contract 290 290 Total $ 315 $ 321 |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 5. Revenues The following is a summary description of the material revenue arrangements, including arrangements that generated revenues during the three and nine months ended September 30, 2020 and 2019. Edge Systems License and Supply Agreement In 2014, the Company entered into a license and supply agreement (the “Edge Agreement”), amended May 17, 2018, with Edge Systems LLC (“Edge”), which was terminated in October 2019, to incorporate Histogen’s CCM skin care ingredient into Edge’s cosmetic products. The quantities to be delivered by the Company to Edge under the agreement were variable and the price per unit of CCM supplied to Edge was fixed with no variable consideration. Product returns to date have not been significant and the Company has not considered it necessary to record a reserve for product returns. The Company’s product revenues were recognized at a point in time when the underlying product was delivered to the customer which was when the customer obtained control of the product. Product revenue under this arrangement was $0.2 million and $0.4 million for the three and nine months ended September 30, 2019, respectively, and no product revenue from sales to Edge was recognized during 2020. Allergan License Agreements 2017 Allergan Amendment In 2017, the Company entered into a series of agreements (collectively, the “2017 Allergan Agreement”), which ultimately transferred Suneva Medical, Inc.’s license and supply rights of Histogen’s CCM skin care ingredient in the medical aesthetics market to Allergan Sales LLC (“Allergan”) and granted Allergan an exclusive, royalty-free, perpetual, irrevocable, non-terminable and transferable license, including the right to sublicense to third parties, to use the Company’s CCM skin care ingredient in the medical aesthetics market. The 2017 Allergan Agreement also obligated the Company to deliver CCM to Allergan (the “Supply of CCM to Allergan”) in the future as well as share with Allergan any potential future improvements to the Company’s CCM skin care ingredients identified through the Company’s research and development efforts (“Potential Future Improvements”). In consideration for the execution of the agreements, Histogen received a cash payment of $11.0 million and a potential additional payment of $5.5 million if Allergan’s net sales of products containing the Company’s CCM skin care ingredient exceeds $60.0 million in any calendar year through December 31, 2027. 2019 Allergan Amendment In March 2019, Histogen entered into a separate agreement with Allergan (the “2019 Allergan Amendment”) to amend the 2017 Allergan Agreement in exchange for a one-time payment of $7.5 million to the Company. The agreement broadened Allergan’s license rights, expanding Allergan’s access to certain sales channels where its products incorporating the CCM ingredient can be sold. Specifically, the license was broadened to provide Allergan the exclusive right to sell through the “Amazon Professional” website, or any website or digital platform owned or licensed by Allergan or under the Allergan brand name, and non-exclusive rights to sell on other websites and through brick-and-mortar medical spas and wellness centers (excluding websites and brick-and-mortar stores of luxury brands). The Company evaluated the 2019 Allergan Amendment under ASC 606 and concluded that Allergan continues to be a customer and that the expanded license is distinct from the 2017 Allergan Agreement. The Company determined the expanded license under the 2019 Allergan Amendment to be functional intellectual property as Allergan has the right to utilize the Company’s CCM skin care ingredient, and that ingredient is functional to Allergan at the time the Company transferred the expanded license. The standalone selling price of the expanded license was not readily observable since the Company has not yet established a price for this expanded license and the expanded license has not been sold on a standalone basis to any customer. The Company accounted for the 2019 Allergan Amendment as a modification to the 2017 Allergan Agreement. The contract modification was accounted for as if the 2017 Allergan Agreement had been terminated and the new contract included the expanded license as well as the remaining performance obligations that arose from the 2017 Allergan Agreement related to the Supply of CCM to Allergan and Potential Future Improvements. The total transaction price for the new contract included the $7.5 million from the 2019 Allergan Amendment as well as the amounts deferred as of the 2019 Allergan Amendment execution date for each the Supply of CCM to Allergan and Potential Future Improvements. The standalone selling price for the Supply of CCM to Allergan was determined based on comparable sales transactions. The standalone selling price of the Potential Future Improvements was estimated at the fully burdened rate of research and development employees cost plus a commercially reasonable markup. The amount of the total transaction price allocated to the expanded license was determined using the residual approach, as a result of not having a standalone selling price for the expanded license; that is, the total transaction price less the standalone selling prices of the Supply of CCM to Allergan and Potential Future Improvements. Revenue related to the Supply of CCM to Allergan has been deferred and recognized at the point in time in which deliveries are completed while revenue related to the Potential Future Improvements has been deferred and amortized ratably over the remaining 9-year life of the patent. The Supply of CCM to Allergan under the 2019 Allergan Amendment was entirely fulfilled during the year ended December 31, 2019, resulting in recognized revenue of $0 and $1.5 million ($0.8 million of which was previously deferred) during the three and nine months ended September 30, 2019, respectively. The $7.5 million residual amount of the total transaction price allocated to the expanded license was recognized as license revenue upon transfer of the license to Allergan in March 2019. 2020 Allergan Amendment In January 2020, the Company further amended the 2019 Allergan Amendment in exchange for a one-time payment of $1.0 million to the Company (the “2020 Allergan Amendment”). The 2020 Allergan Amendment further broadened Allergan’s exclusive and non-exclusive license rights to include products used for or in connection with microdermabrasion. In addition, the Company agreed to provide Allergan with an additional 200 kilograms of CCM (the “Additional Supply of CCM to Allergan”). The Company evaluated the 2020 Allergan Amendment under ASC 606 and concluded that Allergan continues to be a customer and that the expanded license is distinct from the 2019 Allergan Amendment. The Company determined the expanded license under the 2020 Allergan Amendment to be functional intellectual property as Allergan has the right to utilize the Company’s CCM skin care ingredient, and that ingredient is functional to Allergan at the time the Company transferred the expanded license. The standalone selling price of the expanded license was not readily observable since the Company has not yet established a price for this expanded license and the expanded license has not been sold on a standalone basis to any customer. The Company accounted for the 2020 Allergan Amendment as a modification to the 2019 Allergan Amendment (which had modified the 2017 Allergan Agreement, as noted above). The contract modification was accounted for as if the 2019 Allergan Amendment had been terminated and the new contract included the expanded license and Additional Supply of CCM to Allergan, as well as the remaining performance obligation related to Potential Future Improvements. The total transaction price for the new contract included the $1.0 million from the 2020 Allergan Amendment, the future payment for the Additional Supply of CCM to Allergan, as well as the amounts deferred as of the 2020 Allergan Amendment execution date for Potential Future Improvements. The standalone selling price for the Additional Supply of CCM to Allergan was determined using the observable inputs of historical comparable sales transactions, including the margin from such sales. The Company also considered its reduced expected cost of satisfying this performance obligation based on the current efficiencies within its CCM manufacturing processes. Due to significant efficiencies in the Company’s CCM manufacturing processes, the forecasted cost of CCM production has decreased, while the applied margin was determined by comparison to similar sales transactions in prior years. The standalone selling price of the Potential Future Improvements was estimated at the fully burdened rate of research and development employees cost plus a commercially reasonable markup. The amount of the total transaction price allocated to the expanded license was determined using the residual approach, as a result of not having a standalone selling price for the expanded license; that is, the total transaction price less the standalone selling prices of the Additional Supply of CCM to Allergan and Potential Future Improvements. Revenue related to the Additional Supply of CCM to Allergan has been deferred and will be recognized at the point in time in which deliveries are completed. Revenue related to the Additional Supply of CCM to Allergan was $0.4 million ($0.1 million of which was previously deferred), during the three and nine months ended September 30, 2020. Revenue related to the Potential Future Improvements has been deferred and amortized ratably over the remaining 9-year life of the patent, for which $5,000 of previously deferred revenue was recognized in revenue during each of the three months ended September 30, 2020 and 2019, and for which $15,000 of previously deferred revenue was recognized in revenue during each of the nine months ended September 30, 2020 and 2019. The $0.9 million residual amount of the total transaction price allocated to the expanded license was recognized as license revenue upon transfer of the license to Allergan in January 2020. Remaining Performance Obligations and Deferred Revenue The remaining performance obligations are the Company’s obligations to (1) deliver Additional Supply of CCM to Allergan and (2) share with Allergan any Potential Future Improvements to CCM identified through the Company’s research and development efforts. Deferred revenue recorded for the Additional Supply of CCM to Allergan was $0.1 million and $0 as of September 30, 2020 and December 31, 2019, respectively, while deferred revenue recorded for the Potential Future Improvements was $0.1 million and $0.2 million as of September 30, 2020 and December 31, 2019, respectively. Deferred revenue is classified in current liabilities when the Company’s obligations to supply CCM or provide research for Potential Future Improvements are expected to be satisfied within twelve months of the balance sheet date. Grant Revenue In March 2017, the National Science Foundation, a government agency, awarded the Company a research and development grant to develop a novel wound dressing for infection control and tissue regeneration. Grant revenue recognized was $0 and $0.2 million for the three and nine months ended September 30, 2019, respectively, and no grant revenue was recognized during 2020. Professional Services Revenue The Company recognizes revenue for professional services which are based upon negotiated rates with the counterparty and are nonrefundable. Professional services fees are recognized as revenue over time as the underlying services are performed. Professional services revenue related to the Company’s assistance in establishing Allergan’s alternative manufacturing facility was $0.1 million for the three months ended September 30, 2020 and 2019 and $0.3 million for the nine months ended September 30, 2020 and 2019. |
Merger
Merger | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Merger | 6. Merger The Merger, which closed on May 26, 2020, was accounted for as a reverse asset acquisition pursuant to Topic 805, Clarifying the Definition of a Business The total purchase price paid in the Merger has been allocated to the net assets acquired and liabilities assumed based on their fair values as of the completion of the Merger. The following summarizes the purchase price paid in the Merger (in thousands, except share and per share amounts): Number of shares of the combined organization owned by the Company’s pre-Merger stockholders 3,394,299 Multiplied by the fair value per share of Conatus common stock (1) $ 5.56 Fair value of consideration issued to effect the Merger $ 18,872 Transaction costs 1,817 Purchase price $ 20,689 (1) Based on the last reported sale price of the Company’s common stock on the Nasdaq Capital Market on May 26, 2020, the closing date of the Merger, and gives effect to the Reverse Stock Split. The allocation of the purchase price is as follows (in thousands): Cash acquired $ 12,835 Net assets acquired 710 Acquired IPR&D (2) 7,144 Purchase price $ 20,689 (2) Represents the research and development projects of Conatus which were in-process, but not yet completed. This consists primarily of Conatus’ emricasan product candidate. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. The acquired assets did not have outputs or employees. |
PUR Settlement
PUR Settlement | 9 Months Ended |
Sep. 30, 2020 | |
Loss Contingency Settlement [Abstract] | |
PUR Settlement | 7. PUR Settlement In April 2019, Private Histogen entered into a Settlement, Release and Termination Agreement (“PUR Settlement”) with PUR Biologics, LLC and its members which terminated the License, Supply and Operating Agreements between Private Histogen and PUR, eliminated Private Histogen’s membership interest in PUR and returned all in-process research and development assets to Private Histogen (the “Development Assets”). The agreement also provided indemnifications and complete releases by and among the parties. The acquisition of the Development Assets was accounted for as an asset acquisition in accordance with ASC 805-50-50, Acquisition of Assets Rather than a Business As consideration for the reacquisition of the Development Assets, Private Histogen compensated PUR with both equity and cash components, including 167,323 shares of Series D convertible preferred stock with a fair value of $1.75 million and a potential cash payout of up to $6.25 million (the “Cap Amount”). Private Histogen paid PUR $0.5 million in upfront cash, forgave approximately $22,000 of accounts receivable owed by PUR to Private Histogen, and settled an outstanding payable of PUR of approximately $23,000 owed to a third-party. The Company is also obligated to make milestone and royalty payments, including (a) a $0.4 million payment upon the unconditional acceptance and approval of a New Drug Application or Pre-Market Approval Application by the US FDA related to the Development Assets, (b) a $0.4 million commercialization milestone upon reaching gross sales (by the Company or licensee) of the $0.5 million of products incorporating the Development Assets, and (c) a five percent (5%) royalty on net revenues collected by Histogen from commercial sales (by the Company or licensee) of products incorporating the Development Assets. The aforementioned cash payments, along with any future milestone and royalty payments, are all applied against the Cap Amount. In accordance with ASC 450, Contingencies For the acquisition of the Development Assets, Private Histogen recognized approximately $2.27 million of in-process research and development expense (including the cash payments of $0.5 million and Series D preferred stock issuance of $1.75 million) on the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2019. |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 9 Months Ended |
Sep. 30, 2020 | |
Long Term Debt [Abstract] | |
Paycheck Protection Program Loan | 8. Paycheck Protection Program Loan In April 2020, Private Histogen applied for and received loan proceeds in the amount of $0.5 million (the “PPP Loan”) under the PPP as government aid for payroll, rent and utilities. The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The certification made by the Company did not contain any objective criteria and is subject to interpretation. Based in part on the Company’s assessment of other sources of liquidity, the uncertainty associated with future revenues created by the COVID-19 pandemic and related governmental responses, and the going concern uncertainty reflected in the Company’s consolidated financial statements, the Company believed in good faith that it met the eligibility requirements for the PPP Loan. If, despite the good-faith belief that given the Company’s circumstances all eligibility requirements for the PPP Loan were satisfied, it is later determined that the Company had violated any applicable laws or regulations or it is otherwise determined that the Company was ineligible to receive the PPP Loan, it may be required to repay the PPP Loan in its entirety and/or be subject to additional penalties and potential liabilities. On June 5, 2020, the Paycheck Protection Program Flexibility Act was signed into law, extending the PPP Loan forgiveness period from eight weeks to 24 weeks after loan origination, extending the initial deferral period of principal and interest payments from six months to ten months after the loan forgiveness period, reducing the required amount of payroll expenditures from 75% to 60%, removing the prior ban on borrowers taking advantage of payroll tax deferral after loan forgiveness and allowing for the amendment of the maturity date on existing loans from two years to five years. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders’ Deficit | 9. Stockholders’ Deficit Common Stock At Market Issuance Sales Agreement with Stifel, Nicolaus & Company, Incorporated Prior to the Merger, Conatus entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), pursuant to which the Conatus could sell from time to time, at its option, up to an aggregate of $35.0 million of shares of its common stock through Stifel, as sales agent. In July 2020, the Company terminated the Sales Agreement with Stifel, with no shares having been issued pursuant to the Sales Agreement. Common Stock Purchase Agreement with Lincoln Park In July 2020, the Company entered into a common stock purchase agreement (the “2020 Purchase Agreement”) with Lincoln Park which provides that, upon the terms and subject to the conditions and limitations in the 2020 Purchase Agreement, Lincoln Park is committed to purchase up to an aggregate of $10.0 million of shares of the Company’s common stock at the Company’s request from time to time during a 24 month period that began in July 2020 and at prices based on the market price of the Company’s common stock at the time of each sale. Upon execution of the 2020 Purchase Agreement, the Company sold 328,516 shares of common stock at $3.04399 per share to Lincoln Park for proceeds of $1.0 million. During the three and nine months ended September 30, 2020 the Company sold an additional 280,000 shares of common stock to Lincoln Park for net proceeds of approximately $0.3 million and as of September 30, 2020, approximately $8.5 million of common stock remains available for sale under the 2020 Purchase Agreement, subject to limitations on the amount of securities the Company may sell under its effective registration statement on Form S-3 within any 12 month period. In addition, in consideration for entering into the 2020 Purchase Agreement and concurrently with the execution of the 2020 Purchase Agreement, the Company issued 66,964 shares of its common stock to Lincoln Park. Convertible Preferred Stock In connection with the Merger, all of the outstanding shares of Private Histogen’s convertible preferred stock were converted into 5,046,154 shares of the Company’s common stock. As of December 31, 2019, Private Histogen’s convertible preferred stock is classified as temporary equity on the accompanying condensed consolidated balance sheets in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in control events outside of Private Histogen’s control, including liquidation, sale or transfer of control of Private Histogen. Private Histogen did not adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because the occurrence of any such change of control event was not deemed probable. The authorized, issued and outstanding shares of convertible preferred stock as of December 31, 2019 consisted of the following: Shares Authorized Shares Issued and Outstanding Liquidation Preference Carrying Value (in thousands) Series A 10,000,000 1,360,547 $ 9,486 $ 9,486 Series B 35,000,000 1,144,567 7,981 9,356 Series C 8,000,000 1,075,637 7,500 5,550 Series D 20,000,000 1,465,403 15,327 14,678 Total 73,000,000 5,046,154 $ 40,294 $ 39,070 During the nine months ended September 30, 2020, the Company issued no convertible preferred stock. During the nine months ended September 30, 2019, the Company issued 16,413 shares of Series B convertible preferred stock at $6.97 per share and 216,468 shares of Series D convertible preferred stock, of which 167,323 shares related to the PUR Settlement, at $10.46 per share. General Rights and Preferences of Private Histogen Convertible Preferred Stock The holders of each series of convertible preferred stock were entitled to receive noncumulative dividends at a rate of 6% per share per annum based on the original issue price. The preferred stock dividends were payable in preference and in priority to any dividends on common stock if or when any dividends had been declared by the Board of Directors. The Company’s Board of Directors have not declared any dividends during the periods presented. The holders of the Series A, B and C convertible preferred stock were entitled to receive liquidation preferences at the rate of $6.97 per share. The Series D holders were entitled to liquidation preferences at a rate of $10.46 per share. All series holders also had a right to receive declared but unpaid dividends upon a liquidation event. The liquidation preferences to all holders of preferred stock were to have been made pari passu The shares of each series of convertible preferred stock were convertible into an equal number of shares of common stock, at the option of the holder. Likewise, at the election of the holders of the majority of the then outstanding shares of convertible preferred stock, all shares would have automatically converted to an equal number of shares of common stock. Finally, each share of preferred stock was automatically converted into common stock immediately upon the Company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, resulting in the receipt by the Company of at least $20.0 million in which the per share price is at least $31.38. The conversion from the public offering would result in the convertible preferred stockholders receiving less than one common share for each of their shares being converted. The holders of each series of preferred stock were entitled to one vote for each share of common stock into which such preferred stock could then be converted; and with respect to such vote, such holders shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock. Common Stock Warrants In 2016, Private Histogen issued warrants to purchase common stock as consideration for settlement of prior liability claims. The warrants for the purchase of up to 3,583 common shares at an exercise price of $23.08 a share expire on July 31, 2021. The warrants remain outstanding and unexercised for the periods presented. In addition, at September 30, 2020, warrants to purchase 1,346 shares of common stock with an exercise price of $74.30 a share remain outstanding that were issued by Conatus in connection with obtaining financing in 2016. These warrants expire on July 3, 2023. Stock-Based Compensation Equity Incentive Plans On December 18, 2017, Private Histogen established the Histogen Inc. 2017 Stock Plan (the “2017 Plan”). Under the 2017 Plan, Private Histogen was authorized to issue a maximum aggregate of 837,208 shares of common stock with adjustments for unissued or forfeited shares under the predecessor plan (the Histogen Inc. 2007 Stock Plan). In April 2019, Private Histogen amended the 2017 Plan, which increased the number of common stock available for grants by 326,711 shares. The 2017 Plan permitted the issuance of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”) and Stock Purchase Rights. NSOs could be granted to employees, directors or consultants, while ISOs could be granted only to employees. Options granted vest over a maximum period of four years and expire ten years from the date of grant. In connection with the closing of the Merger, no further awards will be made under the 2017 Plan. In May 2020, in connection with the closing of the Merger, the Company’s stockholders approved the Company’s 2020 Incentive Award Plan (the “2020 Plan”). The maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan equals the sum of (a) 850,000 shares; (b) any shares of common stock of the Company which are subject to awards under the Conatus 2013 Equity Incentive Plan (the “Conatus 2013 Plan”) as of the effective date of the 2020 Plan which become available for issuance under the 2020 Plan after such date in accordance with its terms; and (c) an annual increase on the first day of each calendar year beginning with the January 1 of the calendar year following the effectiveness of the 2020 Plan and ending with the last January 1 during the initial ten year term of the 2020 Plan, equal to the lesser of (i) five percent of the number of shares of the Company’s common stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year, and (ii) such lesser number of shares of the Company’s common stock as determined by the Company’s board of directors. Additionally, in connection with the closing of the Merger, no further awards will be made under the Conatus 2013 Plan. As of September 30, 2020, 116,091 fully vested options remain outstanding under the Conatus 2013 Plan with a weighted average exercise price of $37.59 per share. The following summarizes activity related to the Company’s stock options under the 2017 Plan and the 2020 Plan for the nine months ended September 30, 2020: Options Outstanding Weighted- average Exercise Price Weighted- average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 1,362,173 $ 3.16 6.34 $ 2,926 Granted 124,119 $ 4.61 Exercised (28,684 ) $ 1.40 Cancelled or forfeited (74,576 ) $ 4.30 Outstanding at September 30, 2020 1,383,032 $ 3.26 5.87 $ 528 Vested and exercisable at September 30, 2020 897,647 $ 2.31 4.39 $ 528 Chief Executive Officer Stock Options On January 24, 2019, the Company issued 485,178 stock options to its newly appointed Chief Executive Officer. In accordance with the original award agreement, 40% of the options would vest immediately upon an initial public offering or 45 days following a change in control, as defined in the award agreement, while the remaining 60% are subject to vesting, of which 25% vest on the first anniversary of the grant date and then ratably over the remaining 36 months. On January 28, 2020, the award agreement was amended, which became effective upon the close of the Merger in May 2020, whereby the 40% of stock options (“Liquidity Option Shares”) subject to vesting upon an initial public offering or 45 days following a change in control will now vest immediately upon meeting certain performance and market condition-based criteria. The vesting of the Liquidity Option Shares is divided into four separate tranches, each vesting 25% of the Liquidity Option Shares, upon: (1) the closing of the proposed merger with Conatus; (2) the date that the market capitalization of the Company exceeds $200.0 million; (3) the date that the market capitalization of the Company exceeds $275.0 million, and; (4) the date that the market capitalization of the Company exceeds $300.0 million. Each vesting tranche represents a unique derived service period and therefore stock-based compensation expense for each vesting tranche is recognized on a straight-line basis over its respective derived service period. Additionally, in the event that the Chief Executive Officer’s employment with the Company is terminated without cause or he resigns for good reason, an additional portion of the stock options award will vest equal to the number of such options which would have vested in the 12 months following the date of such termination. On May 26, 2020, in connection with the closing of the Merger, 48,517 options of the Liquidity Option Shares became fully vested as the performance condition was achieved. For the three and nine months ended September 30, 2020, the Company recognized $20,000 and $0.1 million, respectively, in total compensation expense related to the performance and market-based options, all of which is recorded in general and administrative expense in the accompanying condensed consolidated statements of operations. As of September 30, 2020, there was $0.4 million of total unrecognized compensation cost related to unvested market condition-based options. Valuation of Stock Option Awards The following assumptions were used to calculate the fair value of awards granted to employees, non-employees and directors: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Expected volatility — % 70.0 % 76.3 % 70.0 % Risk-free interest rate — % 1.59 % 0.45 % 2.54 % Expected term (in years) — 6.25 6.25 6.25 Expected dividend yield — — — — The compensation cost that has been included in the accompanying condensed consolidated statements of operations for all stock-based compensation arrangements is detailed as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of product revenue $ (3 ) $ 9 $ 16 $ 26 Research and development 2 9 8 31 General and administrative 126 97 432 272 Total $ 125 $ 115 $ 456 $ 329 As of September 30, 2020, total unrecognized compensation cost related to unvested options, including unvested market condition-based options, was approximately $1.5 million which is expected to be recognized over a weighted-average period of 4.0 years. Common Stock Reserved for Future Issuance Common stock reserved for future issuance at September 30, 2020 is as follows: Common stock warrants 4,929 Common stock options issued and outstanding 1,499,123 Common stock available for issuance under the 2020 Plan 725,881 Total 2,229,933 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases In January 2020, Private Histogen entered into a long-term operating lease with San Diego Sycamore, LLC (“Sycamore”) for its headquarters that includes office and laboratory space. The lease commenced on March 1, 2020 and expires on August 31, 2031, with no options to renew or extend. The lease was accounted for as a modification of Private Histogen’s existing lease with Sycamore as the lease agreement did not grant Private Histogen an additional right-of-use asset. The terms of the lease agreement include six months of rent abatement at lease commencement and a tenant improvement allowance of up to $2.2 million. The tenant improvements are required to be permanently affixed to the leased office and laboratory space and do not constitute leasehold improvements of the Company. During the construction period of the tenant improvements, the lease agreement requires the Company to relocate its operations to a similar Sycamore property whereby monthly rent is substantially reduced for the duration of the construction period. The lease is subject to additional variable charges for common area maintenance, insurance, taxes and other operating costs. At lease commencement, the Company recognized a right-of-use asset and operating lease liability totaling approximately $4.5 million. The Company used a discount rate based on its estimated incremental borrowing rate to determine the right-of-use asset and operating lease liability amounts to be recognized. The Company determined its incremental borrowing rate based on the term and lease payments of the new operating lease and what it would normally pay to borrow, on a collateralized basis, over a similar term for an amount equal to the lease payments. In connection with the closing of the Merger, the Company assumed Conatus’ noncancelable operating lease agreement, as amended, for certain office space with a lease term that expired on September 30, 2020. Upon close of the Merger, the Company recognized a right-of-use asset and operating lease liability in the amount of $0.1 million and $0.2 million, respectively, related to the Conatus lease. Prior to the Merger, Conatus entered into a sub-lease agreement with a third-party to lease the whole office space for the remainder of the lease term. Sublease income was not material for all periods presented. The Company leases certain office equipment that is classified as a finance lease. As of September 30, 2020, the weighted-average remaining term of the Company’s operating and finance lease was 11 years and 3.7 years, respectively. The Company recognizes r ight-of-use assets and lease liabilities at the lease commencement date based on the present value of future minimum lease payments over the lease term. The discount rate used to determine the present value of the lease payments is the rate implicit in the lease unless that rate cannot be readily determined, in which case, the Company utilizes its incremental borrowing rate in determining the present value of the future minimum lease payments. As of September 30, 2020, the weighted-average discount rate for the Company’s operating and finance lease was 12.2% and 10.0%, respectively. The Company does not record leases with an initial term of 12 months or less on the consolidated balance sheets. Expense for these short-term leases is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient to combine lease and non-lease components into a single component for all classes of underlying assets. Future minimum payments of lease liabilities were as follows (in thousands): Operating Leases Finance Lease 2020 (remaining 3 months) $ 60 $ 3 2021 616 10 2022 757 10 2023 780 10 2024 803 5 Thereafter 6,010 — Total minimum lease payments 9,026 38 Less: imputed interest (4,277 ) (5 ) Total future minimum lease payments 4,749 33 Less: current obligations under leases — (8 ) Noncurrent lease obligations $ 4,749 $ 25 Litigation and Legal Matters The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company’s consolidated financial statements. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its consolidated financial statements. The Company has entered into numerous financing arrangements with Lordship Ventures Histogen Holdings LLC (“Lordship”), a related party (See Note 11). During subsequent financing events, Lordship asserted that it has certain rights and that are, in some cases, detrimental to other existing or future investors in the Company. Although the Company believes it has no further obligation to Lordship with respect to prior financing arrangements, there is no guarantee that, if requested, concessions will not be granted or that disputes will not arise with Lordship in the future. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | 11. Related Parties Lordship Lordship, with its predecessor entities along with its principal owner, Jonathan Jackson, have invested and been affiliated with Private Histogen since 2010. As of September 30, 2020 and December 31, 2019, Lordship controlled approximately 19% and 28% of the Company’s outstanding voting shares, respectively, and currently holds two Board of Director seats. In January 2012, Private Histogen entered into an Indemnification Agreement (the “Lordship Indemnification”) with Lordship whereby Private Histogen granted Lordship special non-dilutive rights. Pursuant to the Indemnification Agreement, Private Histogen was obligated to issue to Lordship additional common stock based on payments or issuance of common stock the Company may make to Proteus Advisors, LLC (“Proteus”). Private Histogen had contracted with Proteus for various advisory services dating back to 2009, and settled the compensation for such services with Proteus in January 2016 through the immediate issuance of freestanding warrants to purchase 64,539 shares of Private Histogen’s Series B convertible preferred stock and a one-time cash payment of $0.3 million upon Private Histogen receiving additional accumulated capital investments of $10.0 million, beginning after May 1, 2015. In January 2019, Private Histogen issued 21,885 shares of common stock and 16,413 shares of Series B convertible preferred stock to Lordship, to settle its obligation under the Indemnification Agreement. In November 2012, Private Histogen entered into a Strategic Relationship Success Fee Agreement with Lordship (the “Success Fee Agreement”). The Success Fee Agreement causes certain payments to be made from the Company to Lordship equal to 1% of certain product revenues and 10% of certain license and royalty revenues. The Success Fee Agreement also stipulates that if the Company engages in a merger or sale of all or substantially all (defined as 90% or more) of its assets or equity to a third party, then the Company has the option to terminate the agreement by paying Lordship the fair market value of future payments with the minimum payment being at least equal to the most recent annual payments Lordship has received. The Success Fee Agreement was amended in August 2016, but continues to carry the same rights to certain payments. Private Histogen recognized an expense to Lordship for the three months ended September 30, 2020 and 2019 of $4,000 and $2,000, respectively, and $0.1 million and $0.8 million for the nine months ended September 30, 2020 and 2019, respectively, all of which is included in general and administrative expenses on the accompanying condensed consolidated statements of operations. As of September 30, 2020 and December 31, 2019, there was a balance of $14,000 and $16,000, respectively, paid to Lordship included in other assets on the accompanying condensed consolidated balance sheet in connection with the deferral of revenue from the Allergan license transfer agreements. Promissory Notes In April 2020, the Company entered into two promissory notes (the “Notes”), each for $0.3 million, with two stockholders, one of which was a principal owner of the Company. The Notes carried a fixed return of $25,000, due upon maturity. All outstanding principal and interest were due upon the earlier of (1) June 13, 2020 or (ii) 15 days following the consummation of the Merger. In June 2020, the Notes, including principal and interest, was repaid. Dr. Stephen Chang Dr. Chang is a Board member and was acting Chief Executive Officer of the Company from April 2017 through January 2019. For the three months ended September 30, 2020 and 2019, Dr. Chang was paid $0 and $0.1 million, respectively, for consulting services and for the nine months ended September 30, 2020 and 2019, Dr. Chang was paid $15,000 and $0.1 million, respectively, for consulting services, all of which is recorded in general and administrative expenses on the accompanying condensed consolidated statements of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events The Company retained rights to emricasan, an orally active pan-caspase inhibitor, which was an asset previously developed by Conatus (see Note 6). The Company has been evaluating alternatives to create opportunities for increasing shareholder value from this asset. On October 26, 2020, the Company entered into a Collaborative Development and Commercialization Agreement (the “Collaboration Agreement”) with Amerimmune LLC (“Amerimmune”), pursuant to which the Company agreed to jointly develop emricasan for the potential treatment of COVID-19. The Company filed and received approval for an Investigational New Drug (“IND”) from the United States Food and Drug Administration (“FDA”) to initiate a Phase 1 study of emricasan in mild Covid-19 patients to assess safety and tolerability. Until such time as a strategic partner assumes responsibility, the Company, in collaboration with Amerimmune, shall be responsible for and shall control all regulatory interactions relating to emricasan. Under the Collaboration Agreement, Amerimmune, at its expense and in collaboration with the Company, shall use commercially reasonable efforts to lead the development activities for emricasan. Amerimmune shall be responsible for conducting clinical trials and the Company shall provide reasonable quantities of emricasan for such purpose. The Company believes its current supply of emricasan is sufficient to support clinical trials through Phase 2. The parties shall establish a joint development committee to oversee the development of emricasan and a joint partnering committee to oversee commercialization activities for emricasan. Each party shall retain ownership of their legacy intellectual property and responsibility for ongoing patent application prosecution and maintenance costs. In addition, the Company granted Amerimmune an exclusive option, subject to certain terms and conditions, to an exclusive license to develop and commercialize emricasan throughout the world during the term. After exercise of the option, Amerimmune, alone or in conjunction with one or more strategic partners, will use its commercially reasonable efforts to develop, manufacture and commercialize emricasan and the Company and Amerimmune shall equally share the profits. |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Description of Business Histogen Inc. (the “Company,” “Histogen,” or the “combined company”), formerly known as Conatus Pharmaceuticals Inc. (“Conatus”) clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the body’s natural process to repair and maintain healthy biological function. The therapeutics are designed for aesthetic and therapeutic applications based upon the Company’s unique technology that utilizes proteins and growth factors produced by hypoxia-induced multipotent cells. The Company has a robust portfolio of product candidates derived from one core technology process that fulfills market needs without using embryonic stem cells or animal components. The Company’s products are all covered by patented technologies which focus on replacing and regenerating tissues in the body. The Company’s lead drug candidate, HST-001, is a hair stimulating complex (“HSC”) intended to be a physician-administered therapeutic for alopecia (hair loss). Phase 1 and Phase 1/2 clinical trials of HSC have been completed outside the United States, with results that produced significant efficacy and a clear safety profile and margin. A Phase 1 clinical trial of HSC in the United States under a Food and Drug Administration (“FDA”) approved Investigational New Drug (“IND”) has been completed and reports filed with the FDA in 2019. In 2019, the Company established HST-001 as the program identifier for HSC development and expanded its product pipeline to include HST-002 (dermal filler) and HST-003 (knee cartilage) as its other lead development programs. The Company has also developed a non-prescription topical skin care ingredient that currently generates revenue from customers who formulate the ingredient into their skin care product lines. The Company also retained development and commercialization rights to emricasan, an asset previously developed by Conatus (see Note 6), and on October 26, 2020, the Company entered into a Collaborative Development and Commercialization Agreement (the “Collaboration Agreement”) with Amerimmune LLC (“Amerimmune”), pursuant to which the Company and Amerimmune agreed to jointly develop emricasan, an orally active pan-caspase inhibitor, for the potential treatment of COVID-19 (see Note 12). |
Merger between Private Histogen and Conatus Pharmaceuticals, Inc. and Name Change | Merger between Private Histogen and Conatus Pharmaceuticals Inc. and Name Change On January 28, 2020, the Company, then operating as Conatus, entered into an Agreement and Plan of Merger and Reorganization, as amended (the “Merger Agreement”), with privately-held Histogen Inc. (“Private Histogen”) and Chinook Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”). Under the Merger Agreement, Merger Sub merged with and into Private Histogen, with Private Histogen surviving as a wholly-owned subsidiary of the Company (the “Merger”). On May 26, 2020, the Merger was completed. Conatus changed its name to Histogen Inc., and Private Histogen, which remains as a wholly-owned subsidiary of the Company, changed its name to Histogen Therapeutics Inc. On May 27, 2020, the combined company’s common stock began trading on The Nasdaq Capital Market under the ticker symbol “HSTO”. Except as otherwise indicated, references herein to “Histogen,” the “Company,” or the “combined company”, refer to Histogen Inc. on a post-Merger basis, and the term “Private Histogen” refers to the business of privately-held Histogen Inc., prior to completion of the Merger. References to Conatus refer to Conatus Pharmaceuticals Inc. prior to completion of the Merger. Pursuant to the terms of the Merger Agreement, each outstanding share of Private Histogen common stock outstanding immediately prior to the closing of the Merger was converted into approximately 0.14342 shares of Company common stock (the “Exchange Ratio”), after taking into account the Reverse Stock Split, as defined below. Immediately prior to the closing of the Merger, all shares of Private Histogen preferred stock then outstanding were exchanged into shares of common stock of Private Histogen. In addition, all outstanding options exercisable for common stock of Private Histogen and warrants exercisable for common stock of Private Histogen became options and warrants exercisable for the same number of shares of common stock of the Company multiplied by the Exchange Ratio. Immediately following the Merger, stockholders of Private Histogen owned approximately 71.3% of the outstanding common stock of the combined company. The transaction was accounted for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Under this method of accounting, Private Histogen was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) Private Histogen’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) Private Histogen designated a majority of the members of the initial board of directors of the combined company, and (iii) Private Histogen’s senior management holds all key positions in the senior management of the combined company. As a result, as of the closing date of the Merger, the net assets of the Company were recorded at their acquisition-date relative fair values in the accompanying condensed consolidated financial statements of the Company and the reported operating results prior to the Merger are those of Private Histogen. |
Reverse Stock Split and Exchange Ratio | Reverse Stock Split and Exchange Ratio On May 26, 2020, in connection with, and prior to the completion of, the Merger, the Company effected a one-for-ten reverse stock split of its then outstanding common stock (the “Reverse Stock Split”). The par value and the authorized shares of the common stock were not adjusted as a result of the Reverse Stock Split. All of the Company’s issued and outstanding common stock have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. All issued and outstanding Private Histogen common stock, convertible preferred stock, options and warrants prior to the effective date of the Merger have been retroactively adjusted to reflect the Exchange Ratio for all periods presented. |
Liquidity and Going Concern | Liquidity and Going Concern From inception and through September 30, 2020 The Company has not yet established ongoing sources of revenues sufficient to cover its operating costs and will need to continue to raise additional capital to support its future operating activities, including progression of its development programs, preparation for commercialization, and other operating costs. Management’s plans with regard to these matters include entering into a combination of additional debt or equity financing arrangements, government funding, strategic partnerships, collaboration and licensing arrangements, or other similar arrangements. In addition, the Company may fund its losses from operations through the common stock purchase agreement the Company entered into with Lincoln Park in July 2020, for the purchase of up to $10.0 million of the Company’s common stock over the 24 month period of the purchase agreement, $8.5 million of which remains available for sale as of the date (see Note 9), subject to limitations on the amount of securities the Company may sell under its effective registration statement on Form S-3 within any 12 month period. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Based on the above, there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date the condensed consolidated financial statements are available to be issued. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries, including Histogen Therapeutics, Inc., and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. The Company acquired Centro De Investigacion de Medicina Regenerativa, S.A. de C.V. (“CIMRESA”), a company in Mexico, during 2018 to facilitate a potential clinical development program for HSC. This is a wholly-owned subsidiary intended to pursue registration with the COFEPRIS (Mexico equivalent to FDA). CIMRESA had no operational or financial activity for the three and nine months ended September 30, 2020 and 2019. The Company holds a majority interest in Adaptive Biologix, Inc. (“AB”, formerly Histogen Oncology, LLC). AB was formed to develop and market applications for the treatment of cancer. The Company consolidates AB into its condensed consolidated financial statements. |
Reclassification | Reclassifications Certain prior period amounts related to the acquisition of in-process research and development assets from the Company’s former unconsolidated affiliate, have been reclassified from research and development expense to acquired in-process research and development expense on the accompanying condensed consolidated statements of operations and cash flows to conform to the current period presentation. In addition, certain prior period amounts have been reclassified from research and development expenses to cost of product revenue due to an immaterial error identified by the Company. These reclassifications have no effect on previously reported net income (loss), Stockholders’ equity (deficit) or cash flows from operating activities. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The unaudited condensed consolidated financial statements as of September 30, 2020, and for the three and nine months ended September 30, 2020 and 2019, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities and contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Management believes that these estimates and assumptions are reasonable, however, actual results may differ and could have a material effect on future results of operations and financial position. Though the impact of the COVID-19 pandemic to our business and operating results presents additional uncertainty, we continue to use the best information available to us in our critical accounting estimates. Significant estimates and assumptions include the useful lives of property and equipment, discount rates used in recognizing contracts containing leases, unrecognized tax benefits, reserves for excess or obsolete inventory, stock-based compensation, and best estimate of standalone selling price of revenue deliverables. Actual results may materially differ from those estimates. |
Variable Interest Entities | Variable Interest Entities The Company determined that AB is a variable interest entity (“VIE”) and that the Company is its primary beneficiary. The Company holds greater than 50% of the shares and has the authority to manage the business and affairs of the VIE. AB’s other shareholder does not have a controlling interest. On January 12, 2018, AB was converted into a traditional C corporation, a Delaware corporation, under a Plan of Conversion agreement between the Company and the other member of the limited liability company, Wylde, LLC (“Wylde”). The entity structure change eliminated some of the special rights Wylde had under the LLC charter and gave the Company more control over the voting rights under the new corporate structure. The Plan of Conversion called for 3,800,000 common stock shares of AB to be issued to the Company and Wylde in proportion to their interest in the LLC immediately before the agreement was executed. Contemporaneously, the Company offered to purchase, and Wylde agreed to sell, 100,000 of the AB common shares for $1.00 per share for a total price of $0.1 million. The completion of this transaction among the stockholders of AB resulted in Histogen owning 2,600,000 common shares or approximately 68% of AB. A VIE is typically an entity for which the Company has less than a 100% equity interest but controls the decision making over the business and affairs of the entity, directs the decisions driving the economic performance of such entity and participates in the profit and losses of such an entity. The Company weighed both quantitative and qualitative information about the different risks and reward characteristics of each entity and the significance of that entity to the consolidating group in the aggregate. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less to be cash equivalents. Cash and cash equivalents include cash in readily available checking, money market accounts and brokerage accounts. The Company’s current restricted cash consists of cash held as collateral for the issuer of its credit card accounts. Noncurrent restricted cash consists of collateral for a letter of credit issued as a security deposit for the lease of the Company’s headquarters and is required to be held throughout the lease term. |
Risks and Uncertainties | Risks and Uncertainties Credit Risk At certain times throughout the year, the Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institutions in which those deposits are held. Customer Risk During the three months ended September 30, 2020 and 2019, one customer accounted for 100% and 39% of total revenues, respectively. During the nine months ended September 30, 2020 and 2019, one customer accounted for 100% and 94% of total revenues, respectively. Accounts receivable from the customer was $0.1 million at September 30, 2020 and December 31, 2019. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date these condensed consolidated financial statements were available to be issued. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the situation on its financial condition, liquidity, operations, customers, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the response to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak to its results of operations, financial condition, or liquidity for fiscal year 2020. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. The Company continues to examine the impact that the CARES Act may have on its business. Currently, the Company is unable to determine the impact that the CARES Act will have on its financial condition, results of operations, or liquidity. The CARES Act also appropriated funds for the U.S. Small Business Administration Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. Refer to Note 8 – Paycheck Protection Program Loan for further information. |
Accounts Receivable | Accounts Receivable Accounts receivable are generally due within 30 days and are recorded net of the allowance for doubtful accounts. The allowance is based on an analysis of historical bad debt, current receivables aging and expected future write-offs of uncollectible accounts, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. Additions to the allowance for doubtful accounts include provisions for bad debt and deductions from the allowance for doubtful accounts include customer write-offs. Provision for doubtful accounts was not material for all periods presented. |
Inventories | Inventories Inventories, consisting of raw materials, work in process, and finished goods, are valued at the lower of cost (first-in, first-out method) or net realizable value. The Company writes down excess and obsolete inventory to its estimated net realizable value based on management’s review of inventories on hand compared to estimated future usage and sales, shelf-life and assumptions about the likelihood of obsolescence. The cost components of work in process and finished goods inventories include raw materials, direct labor and an allocation of the Company’s overhead. |
Property and Equipment | Property and Equipment Property and equipment are reported net of accumulated depreciation and amortization and are comprised of office furniture and equipment, lab and manufacturing equipment, and leasehold improvements. Ordinary maintenance and repairs are charged to expense, while expenditures that extend the physical or economic life of the assets are capitalized. Furniture and all equipment are depreciated over their estimated useful lives, or five years, using the straight-line method. Leasehold improvements are amortized over their estimated useful lives and limited by the remaining term of the building lease, using the straight-line method. |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets Long-lived assets to be held and used, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. As of September 30, 2020, the Company has not recognized any impairment to long-lived assets. |
Forward Purchase Contract | Forward Purchase Contract In late 2011, Private Histogen contracted for research services from EPS Global Research Pte. Ltd. (“EPS”) to conduct clinical trials and compile data from a study that took place in 2011 and 2013. The unpaid amount due for the services was approximately $0.3 million. On January 26, 2017, Private Histogen and EPS entered into a Debt Settlement and Conversion Agreement (“Settlement Agreement”) whereby Private Histogen paid $50,000 and issued EPS 14,342 shares of Series D convertible preferred stock. The Company is required to repurchase the shares at the higher of the remaining balance due, approximately $0.3 million at September 30, 2020 and December 31, 2019, or the market price of the shares at the time of repurchase, but no later than December 31, 2021. The Company has the sole option to initiate the timing of the repurchase of the shares (which were converted into shares of common stock upon the Merger) before the deadline date. The Settlement Agreement was treated as debt subject to Accounting Standards Codification (“ASC”) 470, Debt Distinguishing Liabilities from Equity The Company determined the fair value of the liability to be approximately $0.3 million which is the value as if the repurchase commitment was exercised immediately. As of September 30, 2020 and December 31, 2019, the fair value of the EPS forward contract remained at approximately $0.3 million and is included in other liabilities in the accompanying condensed consolidated balance sheets. |
Convertible Preferred Stock | Convertible Preferred Stock Prior to the Merger, Private Histogen had shares of convertible preferred stock outstanding that were conditionally redeemable, as the redemption rights were either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, and were classified as temporary equity. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company is required to report all components of comprehensive income (loss), including net income (loss), in the accompanying condensed consolidated financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments and foreign currency translation adjustments. Net loss and comprehensive loss were the same for all periods presented. |
Revenue Recognition | Revenue Recognition Product and License Revenue The Company records revenue in accordance with ASC 606, Revenue from Contracts with Customers Grant Awards In March 2017, the National Science Foundation (“NSF”), a government agency, awarded the Company a research and development grant to develop a novel wound dressing for infection control and tissue regeneration. The Company has concluded this government grant is not within the scope of ASC 606, as government entities generally do not meet the definition of a “customer” as defined by ASC 606. Payments received under the grant are considered conditional, non-exchange contributions under the scope of ASC 958-605, Not-for-Profit Entities – Revenue Recognition In September 2020, the Company was approved for a grant award from the U.S. Department of Defense (“DoD”) in the amount of approximately $2.0 million to partially fund the Company’s planned Phase 1/2 clinical trial of HST-003 for regeneration of cartilage in the knee. Under the terms of the award, the DoD will reimburse the Company for certain allowable costs. The period of performance for the grant award substantially expires in September 2025 and is subject to annual and quarterly reporting requirements. The Company will recognize funding received from the grant award as a reduction of research and development expenses in the period in which qualifying expenses have been incurred, as the Company is reasonably assured that the expenses will be reimbursed and the funding is collectible. For the three and nine months ended September 30, 2020, no qualifying expenses have been incurred and there has been no reduction of research and development expenses related to the award and no amounts have been reimbursed by the DoD under the terms of the award. Professional Services The Company recognizes revenue for professional services which are based upon negotiated rates with the counterparty. Professional services fees are recognized as revenue over time when the underlying services are performed, in accordance with ASC 606, and none of the revenue recognized to date is refundable. |
Cost of Product Revenue | Cost of Product Revenue Cost of product revenue represents direct and indirect costs incurred to bring the product to saleable condition. |
Cost of Professional Services Revenue | Cost of Professional Services Revenue Cost of professional services revenue represents the Company’s costs for full-time employee equivalents and actual out-of-pocket costs. |
Research and Development Expenses | Research and Development Expenses All research and development costs are charged to expense as incurred. Research and development expenses primarily include (i) payroll and related costs associated with research and development performed, (ii) costs related to clinical and preclinical testing of the Company’s technologies under development, and (iii) other research and development costs including allocations of facility costs. |
Acquired In-Process Research and Development Expense | Acquired In-Process Research and Development Expense The Company has acquired and may continue to acquire the rights to drug candidates in various stages of development. The up-front payments to acquire a drug candidate are immediately expensed as acquired in-process research and development, provided that the drug candidate has not obtained regulatory approval for marketing and, absent obtaining such approval, have no alternative future use. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses represent personnel costs for employees involved in general corporate functions, including finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expenses consist of professional fees for legal (including patent costs), audit and other consulting services, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs, depreciation and amortization, and other general corporate overhead expenses. |
Patent Costs | Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of operations. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between consolidated financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. No income tax expense or benefit was recorded for the three and nine months ended September 30, 2020 and 2019, due to the full valuation allowance on the Company’s net deferred tax assets. A valuation allowance is provided if it is more likely than not that some or all the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. The Company’s policy is to recognize interest or penalties related to income tax matters in income tax expense. Interest and penalties related to income tax matters were not material for the periods presented. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders attributable to common stockholders The following table sets forth outstanding potentially dilutive shares that have been excluded from the calculation of diluted net loss per share attributable to common stockholders because of their anti-dilutive effect (in common stock equivalents): September 30, 2020 September 30, 2019 Outstanding stock options 1,499,123 1,358,588 Convertible preferred stock — 5,046,213 Warrants to purchase common stock 4,929 3,585 Warrants to purchase convertible preferred stock — 107,565 Total 1,504,052 6,515,951 |
Common Stock Valuations | Common Stock Valuations Prior to the Merger, the Company was required to periodically estimate the fair value of common stock with the assistance of an independent third-party valuation expert when issuing stock options and computing its estimated stock-based compensation expense. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. In order to determine the fair value, the Company considered, among other things, contemporaneous valuations of the Company’s common stock, the Company’s business, financial condition and results of operations, including related industry trends affecting its operations; the likelihood of achieving various liquidity events; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. |
Stock-Based Compensation | Stock-Based Compensation Stock Options The Company recognizes stock-based compensation expense over the requisite service period on a straight-line basis. Employee and director stock-based compensation for stock options is measured based on estimated fair value as of the grant date, using the Black-Scholes option pricing model, in calculating the fair value of option grants as of the grant date. The Company uses the following assumptions for estimating fair value of option grants: Fair Value of Common Stock – The fair value of common stock underlying the option grant is determined based on observable market prices of the Company’s common stock. Expected Volatility – Volatility is a measure of the amount by which the Company’s share price has historically fluctuated or is expected to fluctuate (i.e., expected volatility) during a period. Due to the lack of an adequate history of a public market for the trading of the Company’s common stock and a lack of adequate company-specific historical and implied volatility data, volatility has been estimated and based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, the Company has selected companies with comparable characteristics, including enterprise value, risk profiles, and position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. Expected Term – This is the period of time during which the options are expected to remain unexercised. Options have a maximum contractual term of ten years. The Company estimates the expected term of stock options using the “simplified method”, whereby the expected term equals the average of the vesting term and the original contractual term of the underlying option. Risk-Free Interest Rate – This is the observed yield on zero-coupon U.S. Treasury securities, as of the day each option is granted, with a term that most closely resembles the expected term of the option. Expected Forfeiture Rate – Forfeitures are recognized as they occur. Performance-Based Options Stock-based compensation expense for performance-based options is recognized based on amortizing the fair market value as of the grant date over the periods during which the achievement of the performance is probable. Performance-based options require certain performance conditions to be achieved in order for these options to vest. These options vest on the date of achievement of the performance condition. Market-Based Options Stock-based compensation expense for market-based options is recognized on a straight-line basis over the derived service period, regardless of whether the market condition is satisfied. Market-based options subject to market-based performance targets require achievement of the performance target in order for these options to vest. The Company estimates the fair value of market-based options as of the grant date and expected term using a Monte Carlo simulation that incorporates option-pricing inputs covering the period from the grant date through the end of the derived service period. The expected volatility as of the grant date is estimated and based on the historical volatility of a group of similar companies that are publicly traded. The risk-free interest rate is based on the yield on zero-coupon U.S. Treasury securities, as of the day the option is granted, with a term that most closely resembles the expected term of the option. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Outstanding Potentially Dilutive Shares Excluded in Calculation of Diluted Net Loss Per Share | The following table sets forth outstanding potentially dilutive shares that have been excluded from the calculation of diluted net loss per share attributable to common stockholders because of their anti-dilutive effect (in common stock equivalents): September 30, 2020 September 30, 2019 Outstanding stock options 1,499,123 1,358,588 Convertible preferred stock — 5,046,213 Warrants to purchase common stock 4,929 3,585 Warrants to purchase convertible preferred stock — 107,565 Total 1,504,052 6,515,951 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories consisted of the following (in thousands): September 30, 2020 December 31, 2019 Raw materials $ 116 $ 106 Work in process 337 — Total $ 453 $ 106 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): September 30, 2020 December 31, 2019 Lab and manufacturing equipment $ 1,235 $ 1,231 Leasehold improvements 845 845 Office furniture and equipment 157 157 Total 2,237 2,233 Less: accumulated depreciation and amortization (1,942 ) (1,913 ) Property and equipment, net $ 295 $ 320 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): September 30, 2020 December 31, 2019 Insurance $ 466 $ — Security deposit 81 — Clinical research 13 50 Other 139 117 Total $ 699 $ 167 |
Summary of Other Assets | Other assets consisted of the following (in thousands): September 30, 2020 December 31, 2019 Insurance $ 1,016 $ — Other 75 69 Total $ 1,091 $ 69 |
Summary of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Current portion of finance lease liabilities $ 8 $ 6 Compensation 272 182 Clinical trial and study related costs 161 22 Legal fees 2 169 Other 110 67 Total $ 553 $ 446 |
Summary of Other Liabilities | Other liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Noncurrent portion of finance lease liabilities $ 25 $ 31 Forward purchase contract 290 290 Total $ 315 $ 321 |
Merger (Tables)
Merger (Tables) - Merger [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Purchase Price Paid in Merger | The following summarizes the purchase price paid in the Merger (in thousands, except share and per share amounts): Number of shares of the combined organization owned by the Company’s pre-Merger stockholders 3,394,299 Multiplied by the fair value per share of Conatus common stock (1) $ 5.56 Fair value of consideration issued to effect the Merger $ 18,872 Transaction costs 1,817 Purchase price $ 20,689 (1) Based on the last reported sale price of the Company’s common stock on the Nasdaq Capital Market on May 26, 2020, the closing date of the Merger, and gives effect to the Reverse Stock Split. |
Summary of Allocation of Purchase Price | The allocation of the purchase price is as follows (in thousands): Cash acquired $ 12,835 Net assets acquired 710 Acquired IPR&D (2) 7,144 Purchase price $ 20,689 (2) Represents the research and development projects of Conatus which were in-process, but not yet completed. This consists primarily of Conatus’ emricasan product candidate. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. The acquired assets did not have outputs or employees. |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Summary of Authorized, Issued and Outstanding Shares of Convertible Preferred Stock | The authorized, issued and outstanding shares of convertible preferred stock as of December 31, 2019 consisted of the following: Shares Authorized Shares Issued and Outstanding Liquidation Preference Carrying Value (in thousands) Series A 10,000,000 1,360,547 $ 9,486 $ 9,486 Series B 35,000,000 1,144,567 7,981 9,356 Series C 8,000,000 1,075,637 7,500 5,550 Series D 20,000,000 1,465,403 15,327 14,678 Total 73,000,000 5,046,154 $ 40,294 $ 39,070 |
Summary of Stock Option Activity | The following summarizes activity related to the Company’s stock options under the 2017 Plan and the 2020 Plan for the nine months ended September 30, 2020: Options Outstanding Weighted- average Exercise Price Weighted- average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 1,362,173 $ 3.16 6.34 $ 2,926 Granted 124,119 $ 4.61 Exercised (28,684 ) $ 1.40 Cancelled or forfeited (74,576 ) $ 4.30 Outstanding at September 30, 2020 1,383,032 $ 3.26 5.87 $ 528 Vested and exercisable at September 30, 2020 897,647 $ 2.31 4.39 $ 528 |
Summary of Valuation of Stock Option Awards | The following assumptions were used to calculate the fair value of awards granted to employees, non-employees and directors: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Expected volatility — % 70.0 % 76.3 % 70.0 % Risk-free interest rate — % 1.59 % 0.45 % 2.54 % Expected term (in years) — 6.25 6.25 6.25 Expected dividend yield — — — — |
Summary of Compensation Cost Included in Condensed Consolidated Statements of Operations for Stock-based Compensation Arrangements | The compensation cost that has been included in the accompanying condensed consolidated statements of operations for all stock-based compensation arrangements is detailed as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of product revenue $ (3 ) $ 9 $ 16 $ 26 Research and development 2 9 8 31 General and administrative 126 97 432 272 Total $ 125 $ 115 $ 456 $ 329 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance at September 30, 2020 is as follows: Common stock warrants 4,929 Common stock options issued and outstanding 1,499,123 Common stock available for issuance under the 2020 Plan 725,881 Total 2,229,933 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments of Lease Liabilities | Future minimum payments of lease liabilities were as follows (in thousands): Operating Leases Finance Lease 2020 (remaining 3 months) $ 60 $ 3 2021 616 10 2022 757 10 2023 780 10 2024 803 5 Thereafter 6,010 — Total minimum lease payments 9,026 38 Less: imputed interest (4,277 ) (5 ) Total future minimum lease payments 4,749 33 Less: current obligations under leases — (8 ) Noncurrent lease obligations $ 4,749 $ 25 |
Description of Business, Basi_4
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | May 26, 2020USD ($) | Jan. 28, 2020shares | Jan. 12, 2018USD ($)$ / sharesshares | Jan. 26, 2017USD ($)shares | Jul. 31, 2020USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Segmentshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)shares |
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Reverse stock split description | one-for-ten | |||||||||
Reverse stock split conversion ratio | 0.1 | |||||||||
Accumulated deficit | $ (59,194,000) | $ (59,194,000) | $ (43,933,000) | |||||||
Cash and cash equivalents | 6,649,000 | $ 3,758,000 | 6,649,000 | $ 3,758,000 | $ 2,065,000 | |||||
Cash and cash equivalents acquired in merger | $ 12,835,000 | |||||||||
Maximum entity ownership percentage required for variable interest entity | 100.00% | |||||||||
Number of operating segment | Segment | 1 | |||||||||
Impairment to long-lived assets | $ 0 | |||||||||
EPS unpaid services | $ 300,000 | $ 300,000 | ||||||||
Shares issued | shares | 0 | 0 | 0 | |||||||
Fair value of liability | $ 300,000 | $ 300,000 | $ 300,000 | |||||||
Income tax expense benefit | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Expected contractual term | 0 years | 6 years 3 months | 6 years 3 months | 6 years 3 months | ||||||
Settlement Agreement [Member] | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Cash paid | $ 50,000 | |||||||||
Share repurchases, description | The Company is required to repurchase the shares at the higher of the remaining balance due, approximately $0.3 million at September 30, 2020 and December 31, 2019, or the market price of the shares at the time of repurchase, but no later than December 31, 2021. The Company has the sole option to initiate the timing of the repurchase of the shares (which were converted into shares of common stock upon the Merger) before the deadline date. | |||||||||
Share repurchases, value | $ 300,000 | $ 300,000 | 300,000 | |||||||
Gain (Loss) on extinguishment of the original liability | $ 0 | |||||||||
Series D Convertible Preferred Stock [Member] | Settlement Agreement [Member] | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Shares issued | shares | 14,342 | |||||||||
Maximum [Member] | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful lives of the assets | 5 years | |||||||||
Expected contractual term | 10 years | |||||||||
One Customer [Member] | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Accounts receivable from customer | $ 100,000 | $ 100,000 | $ 100,000 | |||||||
Revenue Benchmark | Customer Concentration Risk | One Customer [Member] | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Percentage of revenues | 100.00% | 39.00% | 100.00% | 94.00% | ||||||
Variable Interest Entity ("VIE") | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Variable interest entity, ownership percentage | 68.00% | 50.00% | ||||||||
Variable interest entity common stock shares owned | shares | 2,600,000 | |||||||||
Variable Interest Entity ("VIE") | Plan of Conversion Agreement [Member] | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Number of common shares specified in Plan of Conversion | shares | 3,800,000 | |||||||||
Number of AB common shares purchased | shares | 100,000 | |||||||||
Price per Share Purchase Price of AB common shares | $ / shares | $ 1 | |||||||||
Aggregate Purchase Price of AB common shares | $ 100,000 | |||||||||
Common Stock Purchase Agreement with Lincoln Park [Member] | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock shares maximum committed purchase amount | $ 10,000,000 | |||||||||
Remaining available for sale common stock shares maximum committed purchase amount | $ 8,500,000 | $ 8,500,000 | ||||||||
Long-term purchase commitment, period | 24 months | |||||||||
U.S. Department of Defense (“DoD”) [Member] | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Grant funding obtained | $ 2,000,000 | $ 2,000,000 | ||||||||
Grant award expiration period | 2025-09 | |||||||||
Qualifying expenses incurred | 0 | $ 0 | ||||||||
Reduction of research and development expenses related to award | 0 | 0 | ||||||||
Amount reimbursed under terms of award | $ 0 | $ 0 | ||||||||
Merger [Member] | Conatus [Member] | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Cash and cash equivalents acquired in merger | $ 12,800,000 | |||||||||
Private Histogen [Member] | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Exchange Ratio in reverse merger | shares | 0.14342 | |||||||||
Histogen stockholders' ownership interests post Merger | 71.30% |
Description of Business, Basi_5
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Summary of Outstanding Potentially Dilutive Shares Excluded in Calculation of Diluted Net Loss Per Share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding potentially dilutive securities | 1,504,052 | 6,515,951 |
Outstanding Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding potentially dilutive securities | 1,499,123 | 1,358,588 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding potentially dilutive securities | 5,046,213 | |
Warrants to purchase common stock [Member] | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding potentially dilutive securities | 4,929 | 3,585 |
Warrants to Purchase Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding potentially dilutive securities | 107,565 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 116 | $ 106 |
Work in process | 337 | |
Total | $ 453 | $ 106 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Inventory, Finished goods | $ 0 | $ 0 |
Write-off of inventory | $ 186,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,237 | $ 2,233 |
Less: accumulated depreciation and amortization | (1,942) | (1,913) |
Property and equipment, net | 295 | 320 |
Lab and Manufacturing Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,235 | 1,231 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 845 | 845 |
Office Furniture and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 157 | $ 157 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 24,000 | $ 40,000 | $ 74,000 | $ 107,000 |
Balance Sheet Details - Summary
Balance Sheet Details - Summary of Prepaid and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Insurance | $ 466 | |
Security deposit | 81 | |
Clinical research | 13 | $ 50 |
Other | 139 | 117 |
Total | $ 699 | $ 167 |
Balance Sheet Details - Summa_2
Balance Sheet Details - Summary of Other Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Insurance | $ 1,016 | |
Other | 75 | $ 69 |
Total | $ 1,091 | $ 69 |
Balance Sheet Details - Summa_3
Balance Sheet Details - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Current portion of finance lease liabilities | $ 8 | $ 6 |
Compensation | 272 | 182 |
Clinical trial and study related costs | 161 | 22 |
Legal fees | 2 | 169 |
Other | 110 | 67 |
Total | $ 553 | $ 446 |
Balance Sheet Details - Summa_4
Balance Sheet Details - Summary of Other Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Noncurrent portion of finance lease liabilities | $ 25 | $ 31 |
Forward purchase contract | 290 | 290 |
Total | $ 315 | $ 321 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 31, 2020USD ($)kg | Mar. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Disaggregation Of Revenue [Line Items] | ||||||||
Revenue | $ 100,000 | $ 0 | ||||||
Deferred revenue | $ 100,000 | 100,000 | $ 200,000 | |||||
Product [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
Revenue | 419,000 | $ 190,000 | 419,000 | $ 1,956,000 | ||||
License [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
Revenue | 5,000 | 5,000 | 877,000 | 7,515,000 | ||||
Grant [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
Revenue | 0 | 0 | 150,000 | |||||
Professional Services Revenue [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
Revenue | 100,000 | 100,000 | 300,000 | 300,000 | ||||
Edge Systems License and Supply Agreement [Member] | Product [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
Revenue | 200,000 | 0 | 400,000 | |||||
2017 Allergan Agreement [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
Cash payment received | $ 11,000,000 | |||||||
Potential additional payments | 5,500,000 | |||||||
2017 Allergan Agreement [Member] | Product [Member] | Minimum [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
Sales target for additional potential payment payout | $ 60,000,000 | |||||||
2019 Allergan Amendment Agreement [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
One-time payment | $ 7,500,000 | |||||||
Patent lives expiration period | 9 years | |||||||
Revenue recognized | 0 | 1,500,000 | ||||||
Deferred revenue | 800,000 | 800,000 | ||||||
2019 Allergan Amendment Agreement [Member] | License [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
Revenue | $ 7,500,000 | |||||||
2020 Allergan Amendment Agreement [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
Revenue | 400,000 | 400,000 | ||||||
Patent lives expiration period | 9 years | |||||||
Revenue recognized | $ 5,000 | 5,000 | $ 15,000 | 15,000 | ||||
Deferred revenue | $ 100,000 | $ 100,000 | ||||||
Up front payment received | $ 1,000,000 | |||||||
Additional quantity of product to be supplied | kg | 200 | |||||||
2020 Allergan Amendment Agreement [Member] | License [Member] | ||||||||
Disaggregation Of Revenue [Line Items] | ||||||||
Revenue | $ 900,000 |
Merger - Additional Information
Merger - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Closing date of Merger | May 26, 2020 |
Merger - Summary of Purchase Pr
Merger - Summary of Purchase Price Paid in Merger (Detail) $ / shares in Units, $ in Thousands | May 26, 2020USD ($)$ / sharesshares | |
Asset Acquisition [Abstract] | ||
Number of shares of the combined organization owned by the Company’s pre-Merger stockholders | shares | 3,394,299 | |
Multiplied by the fair value per share of Conatus common stock | $ / shares | $ 5.56 | [1] |
Fair value of consideration issued to effect the Merger | $ 18,872 | |
Transaction costs | 1,817 | |
Purchase price | $ 20,689 | |
[1] | Based on the last reported sale price of the Company’s common stock on the Nasdaq Capital Market on May 26, 2020, the closing date of the Merger, and gives effect to the Reverse Stock Split. |
Merger - Summary of Allocation
Merger - Summary of Allocation of Purchase Price (Detail) $ in Thousands | May 26, 2020USD ($) | |
Asset Acquisition [Abstract] | ||
Cash acquired | $ 12,835 | |
Net assets acquired | 710 | |
Acquired IPR&D | 7,144 | [1] |
Purchase price | $ 20,689 | |
[1] | Represents the research and development projects of Conatus which were in-process, but not yet completed. This consists primarily of Conatus’ emricasan product candidate. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. The acquired assets did not have outputs or employees. |
PUR Settlement - Additional Inf
PUR Settlement - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | |||||
Issuance of common stock for Lordship Indemnification | $ 1,337,000 | $ 1,337,000 | $ 115,000 | ||
Payment for milestone | 0 | $ 0 | |||
Payments for royalties | 0 | $ 0 | |||
In-process Research and development expense | $ 7,144,000 | 1,750,000 | |||
PUR Biologics, LLC [Member] | |||||
Loss Contingencies [Line Items] | |||||
Upfront cash paid | $ 500,000 | ||||
Amount forgiven | 22,000 | ||||
Repayments of outstanding payable assumed | 23,000 | ||||
Development Assets | |||||
Loss Contingencies [Line Items] | |||||
Issuance of common stock for Lordship Indemnification | 1,750,000 | ||||
Milestone and royalty payment obligations | $ 400,000 | ||||
Percentage of royalties on net sales | 5.00% | ||||
In-process Research and development expense | 2,270,000 | ||||
Purchase of net carrying value allocated to in-process research and development costs | $ 500,000 | ||||
Development Assets | Commercialization Milestone [Member] | |||||
Loss Contingencies [Line Items] | |||||
Milestone and royalty payment obligations | $ 400,000 | ||||
Development Assets | Product [Member] | Estimated Sales [Member] | |||||
Loss Contingencies [Line Items] | |||||
Revenue target for milestone achievement | 500,000 | ||||
Development Assets | PUR Biologics, LLC [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Potential cash payout | $ 6,250,000 | ||||
Series D Convertible Preferred Stock [Member] | Development Assets | PUR Biologics, LLC [Member] | |||||
Loss Contingencies [Line Items] | |||||
Issuance of common stock for Lordship Indemnification, shares | 167,323 | ||||
Issuance of common stock for Lordship Indemnification | $ 1,750,000 |
Paycheck Protection Program L_2
Paycheck Protection Program Loan - Additional Information (Detail) - Paycheck Protection Program [Member] - USD ($) $ in Millions | Jun. 05, 2020 | Jun. 04, 2020 | Apr. 30, 2020 |
Debt Instrument [Line Items] | |||
Loan proceeds received | $ 0.5 | ||
Loan forgiveness period | 168 days | 56 days | |
Deferral period of principal and interest payments extended term | 10 months | 6 months | |
Required amount of payroll expenditures, percentage | 60.00% | 75.00% | |
Existing loans maturity period | 5 years | 2 years |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional information (Details) | May 26, 2020shares | Jan. 28, 2020USD ($) | Jan. 24, 2019shares | Jul. 31, 2020USD ($)$ / sharesshares | May 31, 2020shares | Apr. 30, 2019shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2020USD ($)Vote$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 18, 2017shares | Dec. 31, 2016$ / sharesshares |
Class Of Stock [Line Items] | |||||||||||||
Proceeds from sales of common stock, net of issuance costs | $ | $ 1,337,000 | ||||||||||||
Convertible preferred stock, shares issued | 0 | 0 | 5,046,154 | ||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Stock issued upon conversion | $ | $ 39,070,000 | ||||||||||||
Warrants to purchase common stock | 4,929 | 4,929 | |||||||||||
Stock-based total compensation expense | $ | $ 125,000 | $ 115,000 | $ 456,000 | $ 329,000 | |||||||||
Unrecognized compensation expense | $ | 1,500,000 | $ 1,500,000 | |||||||||||
Weighted-average vesting term | 4 years | ||||||||||||
General and Administrative Expense [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Stock-based total compensation expense | $ | 126,000 | $ 97,000 | $ 432,000 | $ 272,000 | |||||||||
Liquidity Option Shares [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Vesting period | 12 months | ||||||||||||
Number of fully vested options | 48,517 | ||||||||||||
Vesting percentage | 25.00% | ||||||||||||
Vesting term | The vesting of the Liquidity Option Shares is divided into four separate tranches, each vesting 25% of the Liquidity Option Shares, upon: (1) the closing of the proposed merger with Conatus; (2) the date that the market capitalization of the Company exceeds $200.0 million; (3) the date that the market capitalization of the Company exceeds $275.0 million, and; (4) the date that the market capitalization of the Company exceeds $300.0 million. Each vesting tranche represents a unique derived service period and therefore stock-based compensation expense for each vesting tranche is recognized on a straight-line basis over its respective derived service period. Additionally, in the event that the Chief Executive Officer’s employment with the Company is terminated without cause or he resigns for good reason, an additional portion of the stock options award will vest equal to the number of such options which would have vested in the 12 months following the date of such termination. | ||||||||||||
Liquidity Option Shares [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Vesting percentage | 40.00% | ||||||||||||
Liquidity Option Shares [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Minimum market capitalization amount required for vesting | $ | $ 200,000,000 | ||||||||||||
Liquidity Option Shares [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Minimum market capitalization amount required for vesting | $ | 275,000,000 | ||||||||||||
Liquidity Option Shares [Member] | Share-based Payment Arrangement, Tranche Four [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Minimum market capitalization amount required for vesting | $ | $ 300,000,000 | ||||||||||||
Performance and Market-Based Options [Member] | General and Administrative Expense [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Stock-based total compensation expense | $ | 20,000 | $ 100,000 | |||||||||||
Market Condition-Based Options [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Unrecognized compensation expense | $ | $ 400,000 | $ 400,000 | |||||||||||
Chief Executive Officer [Member] | Stock Options [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Vesting period | 36 months | ||||||||||||
Stock options issued | 485,178 | ||||||||||||
Vesting term | In accordance with the original award agreement, 40% of the options would vest immediately upon an initial public offering or 45 days following a change in control, as defined in the award agreement, while the remaining 60% are subject to vesting, of which 25% vest on the first anniversary of the grant date and then ratably over the remaining 36 months. | ||||||||||||
Chief Executive Officer [Member] | Stock Options [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Vesting percentage | 40.00% | ||||||||||||
Remaining vesting percentage | 25.00% | ||||||||||||
Chief Executive Officer [Member] | Stock Options [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Vesting percentage | 60.00% | ||||||||||||
2017 Plan [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of common stock shares authorized to issue | 837,208 | ||||||||||||
Number of common stock available for grants | 326,711 | ||||||||||||
Vesting period | 4 years | ||||||||||||
Expiration period | 10 years | ||||||||||||
Stock options issued | 0 | ||||||||||||
2020 Stock Plan [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of common stock shares authorized to issue | 850,000 | ||||||||||||
Expiration period | 10 years | ||||||||||||
Percentage of outstanding shares of common stock | 5.00% | ||||||||||||
Conatus 2013 Plan [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Stock options issued | 0 | ||||||||||||
Number of fully vested options | 116,091 | ||||||||||||
Weighted average exercise price of fully vested options | $ / shares | $ 37.59 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Common stock shares issued | 675,480 | 675,480 | 21,885 | ||||||||||
Stock issued upon conversion | $ | $ 1,000 | ||||||||||||
Warrants to purchase common stock | 1,346 | 1,346 | |||||||||||
Exercise price of warrant per share | $ / shares | $ 74.30 | $ 74.30 | $ 23.08 | ||||||||||
Warrant expiration date | Jul. 3, 2023 | Jul. 3, 2023 | Jul. 31, 2021 | ||||||||||
Convertible Preferred Stock Series B [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, shares issued | 16,413 | 16,413 | |||||||||||
Convertible preferred stock, par value | $ / shares | $ 6.97 | $ 6.97 | |||||||||||
Convertible Preferred Stock Series D [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, shares issued | 216,468 | 216,468 | |||||||||||
Convertible preferred stock, liquidation preferences per share | $ / shares | $ 10.46 | $ 10.46 | |||||||||||
Convertible Preferred Stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, dividend rate percentage | 6.00% | ||||||||||||
Preferred stock, voting rights description | The holders of each series of preferred stock were entitled to one vote for each share of common stock into which such preferred stock could then be converted; and with respect to such vote, such holders shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock. | ||||||||||||
Number of vote entitled for each share of common stock | Vote | 1 | ||||||||||||
Convertible Preferred Stock Series A, B and C [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, liquidation preferences per share | $ / shares | $ 6.97 | $ 6.97 | |||||||||||
Private Histogen [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock shares converted into shares of common stock | 5,046,154 | 5,046,154 | |||||||||||
Maximum [Member] | Common Stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Warrants to purchase common stock | 3,583 | ||||||||||||
Maximum [Member] | Convertible Preferred Stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Stock conversion ratio | 1 | ||||||||||||
Minimum [Member] | Convertible Preferred Stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Stock issued upon conversion | $ | $ 20,000,000 | ||||||||||||
Stock conversion price per share | $ / shares | $ 31.38 | ||||||||||||
Sales Agreement with Stifel [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of shares sold under sales agreement | 0 | ||||||||||||
Sales Agreement with Stifel [Member] | Maximum [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Aggregate value of common shares that can be sold | $ | $ 35,000,000 | $ 35,000,000 | |||||||||||
Common Stock Purchase Agreement with Lincoln Park [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Aggregate dollar value of share purchase commitment | $ | $ 10,000,000 | ||||||||||||
Long-term purchase commitment, period | 24 months | ||||||||||||
Number of common stock shares sold | 328,516 | 280,000 | 280,000 | ||||||||||
Sale of common stock price per share | $ / shares | $ 3.04399 | ||||||||||||
Proceeds from sales of common stock, net of issuance costs | $ | $ 1,000,000 | $ 300,000 | $ 300,000 | ||||||||||
Remaining available for sale common stock shares maximum committed purchase amount | $ | $ 8,500,000 | $ 8,500,000 | |||||||||||
Common stock shares issued | 66,964 | ||||||||||||
PUR Settlement [Member] | Convertible Preferred Stock Series D [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, shares issued | 167,323 | 167,323 | |||||||||||
Convertible preferred stock, par value | $ / shares | $ 10.46 | $ 10.46 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Authorized, Issued and Outstanding Shares of Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 0 | 73,000,000 |
Shares Issued and Outstanding | 5,046,154 | |
Convertible preferred stock, liquidation preference | $ 0 | $ 40,294 |
Carrying Value | $ 39,070 | |
Convertible Preferred Stock Series A [Member] | ||
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 10,000,000 | |
Shares Issued and Outstanding | 1,360,547 | |
Convertible preferred stock, liquidation preference | $ 9,486 | |
Carrying Value | $ 9,486 | |
Convertible Preferred Stock Series B [Member] | ||
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 35,000,000 | |
Shares Issued and Outstanding | 1,144,567 | |
Convertible preferred stock, liquidation preference | $ 7,981 | |
Carrying Value | $ 9,356 | |
Convertible Preferred Stock Series C [Member] | ||
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 8,000,000 | |
Shares Issued and Outstanding | 1,075,637 | |
Convertible preferred stock, liquidation preference | $ 7,500 | |
Carrying Value | $ 5,550 | |
Convertible Preferred Stock Series D [Member] | ||
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 20,000,000 | |
Shares Issued and Outstanding | 1,465,403 | |
Convertible preferred stock, liquidation preference | $ 15,327 | |
Carrying Value | $ 14,678 |
Stockholders' Deficit - Summa_2
Stockholders' Deficit - Summary of Stock Option Activity (Details) - 2017 and 2020 Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Beginning balance | 1,362,173 | |
Number of Options, Granted | 124,119 | |
Number of Options, Exercised | (28,684) | |
Number of Options, Cancelled or forfeited | (74,576) | |
Number of Options, Ending balance | 1,383,032 | 1,362,173 |
Number of Options, Vested and exercisable | 897,647 | |
Weighted-Average Exercise Price, Beginning balance | $ 3.16 | |
Weighted-Average Exercise Price, Granted | 4.61 | |
Weighted-Average Exercise Price, Exercised | 1.40 | |
Weighted-Average Exercise Price, Cancelled or forfeited | 4.30 | |
Weighted-Average Exercise Price, Ending balance | 3.26 | $ 3.16 |
Weighted-Average Exercise Price, Vested and exercisable | $ 2.31 | |
Weighted-Average Remaining Contractual Term Outstanding | 5 years 10 months 13 days | 6 years 4 months 2 days |
Weighted-Average Remaining Contractual Term Outstanding, Vested and exercisable | 4 years 4 months 20 days | |
Aggregate Intrinsic Value Outstanding | $ 528 | $ 2,926 |
Aggregate Intrinsic Value, Vested and exercisable | $ 528 |
Stockholders' Deficit - Summa_3
Stockholders' Deficit - Summary of Valuation of Stock Option Awards (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | ||||
Expected volatility | 70.00% | 76.30% | 70.00% | |
Risk-free interest rate | 1.59% | 0.45% | 2.54% | |
Expected term (in years) | 0 years | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Stockholders' Deficit - Summa_4
Stockholders' Deficit - Summary of Compensation Cost Included in Condensed Consolidated Statements of Operations for Stock-based Compensation Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Compensation cost | $ 125 | $ 115 | $ 456 | $ 329 |
Cost of Product Revenue [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Compensation cost | (3) | 9 | 16 | 26 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Compensation cost | 2 | 9 | 8 | 31 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Compensation cost | $ 126 | $ 97 | $ 432 | $ 272 |
Stockholders' Deficit - Summa_5
Stockholders' Deficit - Summary of Common Stock Reserved for Future Issuance (Detail) | Sep. 30, 2020shares |
Class Of Stock [Line Items] | |
Common stock warrants | 4,929 |
Common stock available for issuance under the 2020 Plan | 725,881 |
Total | 2,229,933 |
Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock warrants | 1,346 |
Common stock options issued and outstanding | 1,499,123 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Mar. 01, 2020 | Dec. 31, 2019 | |
Operating Leased Assets [Line Items] | |||
Lease commencement date | Mar. 1, 2020 | ||
Lease expiration date | Aug. 31, 2031 | ||
Lessee, operating lease, existence of option to extend | false | ||
Rent abatement term | 6 months | ||
Right-of-use asset | $ 4,334 | $ 4,500 | $ 95 |
Operating lease liability | $ 4,749 | $ 4,500 | |
Operating lease remaining term | 11 years | ||
Finance lease remaining term | 3 years 8 months 12 days | ||
Operating lease weighted-average discount rate | 12.20% | ||
Finance lease weighted-average discount rate | 10.00% | ||
Conatus | |||
Operating Leased Assets [Line Items] | |||
Right-of-use asset | $ 100 | ||
Operating lease liability | $ 200 | ||
Office Space [Member] | |||
Operating Leased Assets [Line Items] | |||
Lease expiration date | Sep. 30, 2020 | ||
Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Tenant improvement allowance on modified lease | $ 2,200 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Payments of Lease Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 01, 2020 | Dec. 31, 2019 |
Operating Lease | |||
2020 (remaining 3 months) | $ 60 | ||
2021 | 616 | ||
2022 | 757 | ||
2023 | 780 | ||
2024 | 803 | ||
Thereafter | 6,010 | ||
Total minimum lease payments | 9,026 | ||
Less: imputed interest | (4,277) | ||
Total future minimum lease payments | 4,749 | $ 4,500 | |
Less: current obligations under leases | $ (108) | ||
Noncurrent lease obligations | 4,749 | ||
Finance Lease | |||
2020 (remaining 3 months) | 3 | ||
2021 | 10 | ||
2022 | 10 | ||
2023 | 10 | ||
2024 | 5 | ||
Total minimum lease payments | 38 | ||
Less: imputed interest | (5) | ||
Total future minimum lease payments | 33 | ||
Less: current obligations under leases | (8) | (6) | |
Noncurrent lease obligations | $ 25 | $ 31 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) | May 02, 2015USD ($) | Apr. 30, 2020USD ($)PromissorynoteStockholder | Jan. 31, 2019shares | Jan. 31, 2016shares | Nov. 30, 2012 | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Number of promissory notes | Promissorynote | 2 | |||||||||
Promissory Note One [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||
Promissory Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of stockholders | Stockholder | 2 | |||||||||
Debt instrument interest amount | $ 25,000 | |||||||||
Debt instrument, maturity date | Jun. 13, 2020 | |||||||||
Number of days post merger that amounts are due | 15 days | |||||||||
Promissory Note Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issuance of common stock for Lordship Indemnification, shares | shares | 675,480 | 675,480 | 21,885 | |||||||
Lordship Ventures Histogen Holdings LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of outstanding voting shares controlled | 19.00% | 28.00% | ||||||||
Lordship Ventures Histogen Holdings LLC [Member] | Success Fee Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Minimum percentage of asset or equity engaged in merger or sale transaction | 90.00% | |||||||||
Related party expense recognized | $ 4,000 | $ 2,000 | $ 100,000 | $ 800,000 | ||||||
Lordship Ventures Histogen Holdings LLC [Member] | Allergan License Transfer Agreements [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount due to related parties | 14,000 | $ 14,000 | $ 16,000 | |||||||
Lordship Ventures Histogen Holdings LLC [Member] | Private Histogen [Member] | Lordship Indemnification [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash payment upon meeting additional capitalization threshold | $ 300,000 | |||||||||
Additional accumulated capital for payment to be made | $ 10,000,000 | |||||||||
Lordship Ventures Histogen Holdings LLC [Member] | Private Histogen [Member] | Success Fee Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Description of related party transaction | In November 2012, Private Histogen entered into a Strategic Relationship Success Fee Agreement with Lordship (the “Success Fee Agreement”). The Success Fee Agreement causes certain payments to be made from the Company to Lordship equal to 1% of certain product revenues and 10% of certain license and royalty revenues. The Success Fee Agreement also stipulates that if the Company engages in a merger or sale of all or substantially all (defined as 90% or more) of its assets or equity to a third party, then the Company has the option to terminate the agreement by paying Lordship the fair market value of future payments with the minimum payment being at least equal to the most recent annual payments Lordship has received. | |||||||||
Lordship Ventures Histogen Holdings LLC [Member] | Private Histogen [Member] | Success Fee Agreement [Member] | Product Revenue [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Success fee percentage to be paid on certain product revenues | 1.00% | |||||||||
Lordship Ventures Histogen Holdings LLC [Member] | Private Histogen [Member] | Success Fee Agreement [Member] | License and Royalty Revenue [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Success fee percentage to be paid on certain license and royalty revenues | 10.00% | |||||||||
Lordship Ventures Histogen Holdings LLC [Member] | Private Histogen [Member] | Common Stock [Member] | Lordship Indemnification [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issuance of common stock for Lordship Indemnification, shares | shares | 21,885 | |||||||||
Lordship Ventures Histogen Holdings LLC [Member] | Private Histogen [Member] | Series B Convertible Preferred Stock | Lordship Indemnification [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase shares | shares | 64,539 | |||||||||
Issuance of common stock for Lordship Indemnification, shares | shares | 16,413 | |||||||||
Dr. Stephen Chang [Member] | General and Administrative Expense [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting service expenses | $ 0 | $ 100,000 | $ 15,000 | $ 100,000 |