Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-33958 | |
Entity Registrant Name | SELLAS Life Sciences Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8099512 | |
Entity Address, Address Line One | 7 Times Square, Suite 2503, | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | (646) | |
Local Phone Number | 200-5278 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | SLS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,873,941 | |
Entity Central Index Key | 0001390478 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 29,917 | $ 35,302 |
Restricted cash and cash equivalents | 100 | 100 |
Stock subscription receivable | 2,240 | 0 |
Contract asset | 0 | 1,128 |
Prepaid expenses and other current assets | 2,318 | 395 |
Total current assets | 34,575 | 36,925 |
Operating lease right-of-use asset | 812 | 896 |
In-process research and development | 5,700 | 5,700 |
Goodwill | 1,914 | 1,914 |
Deposits and other assets | 623 | 614 |
Total assets | 43,624 | 46,049 |
Current liabilities: | ||
Accounts payable | 2,276 | 4,657 |
Accrued expenses and other current liabilities | 1,781 | 1,913 |
Operating lease liability | 182 | 166 |
Deferred revenue | 0 | 5,600 |
Total current liabilities | 4,239 | 12,336 |
Operating lease liability, non-current | 721 | 825 |
Deferred tax liability | 239 | 239 |
Warrant liability | 114 | 55 |
Contingent consideration | 4,896 | 4,633 |
Total liabilities | 10,209 | 18,088 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; Series A convertible preferred stock, 17,500 shares designated; no shares issued and outstanding at June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.0001 par value; 350,000,000 shares authorized, 15,873,941 and 14,254,554 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively. | 2 | 1 |
Additional paid-in capital | 158,333 | 145,864 |
Accumulated deficit | (124,920) | (117,904) |
Total stockholders’ equity | 33,415 | 27,961 |
Total liabilities and stockholders’ equity | $ 43,624 | $ 46,049 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 15,873,941 | 14,254,554 |
Common stock, shares outstanding (in shares) | 15,873,941 | 14,254,554 |
Series A Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 17,500 | 17,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Licensing revenue | $ 1,900,000 | $ 0 | $ 7,600,000 | $ 0 |
Operating expenses: | ||||
Cost of licensing revenue | 100,000 | 0 | 200,000 | 0 |
Research and development | 3,456,000 | 2,280,000 | 7,740,000 | 4,144,000 |
General and administrative | 2,797,000 | 1,987,000 | 6,358,000 | 4,187,000 |
Total operating expenses | 6,353,000 | 4,267,000 | 14,298,000 | 8,331,000 |
Operating loss | (4,453,000) | (4,267,000) | (6,698,000) | (8,331,000) |
Non-operating income (expense), net: | ||||
Change in fair value of warrant liability | (28,000) | (16,000) | (59,000) | 19,000 |
Change in fair value of contingent consideration | (134,000) | (143,000) | (263,000) | (281,000) |
Interest income | 2,000 | 1,000 | 4,000 | 25,000 |
Total non-operating expense, net | (160,000) | (158,000) | (318,000) | (237,000) |
Net loss | (4,613,000) | (4,425,000) | (7,016,000) | (8,568,000) |
Deemed dividend arising from warrant modifications | 0 | 0 | 0 | (78,000) |
Net loss attributable to common stockholders, basic | (4,613,000) | (4,425,000) | (7,016,000) | (8,646,000) |
Net loss attributable to common stockholders, diluted | $ (4,613,000) | $ (4,425,000) | $ (7,016,000) | $ (8,646,000) |
Per share information: | ||||
Net loss per common share attributable to common stockholders, basic (in dollars per share) | $ (0.30) | $ (0.66) | $ (0.47) | $ (1.32) |
Net loss per common share attributable to common stockholders, diluted (in dollars per share) | $ (0.30) | $ (0.66) | $ (0.47) | $ (1.32) |
Weighted-average common shares outstanding, basic (in shares) | 15,270,288 | 6,717,900 | 15,074,887 | 6,546,440 |
Weighted-average common shares outstanding, diluted (in shares) | 15,270,288 | 6,717,900 | 15,074,887 | 6,546,440 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 5,080,100 | |||
Beginning balance at Dec. 31, 2019 | $ 6,093 | $ 1 | $ 107,239 | $ (101,147) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock and common stock warrants, net of issuance costs (in shares) | 1,189,000 | |||
Issuance of common stock and common stock warrants, net of issuance costs | 5,963 | 5,963 | ||
Issuance of common stock upon exercise of pre-funded warrants (in shares) | 448,800 | |||
Issuance of common stock upon exercise of pre-funded warrants | 4 | 4 | ||
Stock-based compensation | 291 | 291 | ||
Net loss | (8,568) | (8,568) | ||
Ending balance (in shares) at Jun. 30, 2020 | 6,717,900 | |||
Ending balance at Jun. 30, 2020 | 3,783 | $ 1 | 113,497 | (109,715) |
Beginning balance (in shares) at Mar. 31, 2020 | 6,717,900 | |||
Beginning balance at Mar. 31, 2020 | 8,062 | $ 1 | 113,351 | (105,290) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 146 | 146 | ||
Net loss | (4,425) | (4,425) | ||
Ending balance (in shares) at Jun. 30, 2020 | 6,717,900 | |||
Ending balance at Jun. 30, 2020 | 3,783 | $ 1 | 113,497 | (109,715) |
Beginning balance (in shares) at Dec. 31, 2020 | 14,254,554 | |||
Beginning balance at Dec. 31, 2020 | 27,961 | $ 1 | 145,864 | (117,904) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock and common stock warrants, net of issuance costs (in shares) | 786,927 | |||
Issuance of common stock and common stock warrants, net of issuance costs | 9,005 | 9,005 | ||
Issuance of common stock upon exercise of warrants (in shares) | 832,460 | |||
Issuance of common stock upon exercise of warrants | 3,017 | $ 1 | 3,016 | |
Stock-based compensation | 448 | 448 | ||
Net loss | (7,016) | (7,016) | ||
Ending balance (in shares) at Jun. 30, 2021 | 15,873,941 | |||
Ending balance at Jun. 30, 2021 | 33,415 | $ 2 | 158,333 | (124,920) |
Beginning balance (in shares) at Mar. 31, 2021 | 15,084,754 | |||
Beginning balance at Mar. 31, 2021 | 28,742 | $ 2 | 149,047 | (120,307) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock and common stock warrants, net of issuance costs (in shares) | 786,927 | |||
Issuance of common stock and common stock warrants, net of issuance costs | 9,005 | 9,005 | ||
Issuance of common stock upon exercise of warrants (in shares) | 2,260 | |||
Issuance of common stock upon exercise of warrants | 17 | 17 | ||
Stock-based compensation | 264 | 264 | ||
Net loss | (4,613) | (4,613) | ||
Ending balance (in shares) at Jun. 30, 2021 | 15,873,941 | |||
Ending balance at Jun. 30, 2021 | $ 33,415 | $ 2 | $ 158,333 | $ (124,920) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (7,016) | $ (8,568) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Non-cash stock-based compensation | 448 | 291 |
Change in operating lease right of use assets | 0 | 24 |
Change in fair value of common stock warrants | 59 | (19) |
Change in fair value of contingent consideration | 263 | 281 |
Changes in operating assets and liabilities: | ||
Contract asset | 1,128 | 0 |
Prepaid expenses and other assets | (1,932) | (1,383) |
Accounts payable | (2,381) | (1,476) |
Accrued expenses and other current liabilities | (136) | 638 |
Deferred revenue | (5,600) | 0 |
Net cash used in operating activities | (15,167) | (10,212) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of offering costs | 6,765 | 5,963 |
Collection of stock subscription receivable | 0 | 308 |
Net proceeds from exercise of warrants | 3,017 | 4 |
Net cash provided by financing activities | 9,782 | 6,275 |
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents | (5,385) | (3,937) |
Cash, cash equivalents, restricted cash, and restricted cash equivalents at the beginning of period | 35,402 | 7,377 |
Cash, cash equivalents, restricted cash, and restricted cash equivalents at the end of period | 30,017 | 3,440 |
Supplemental disclosure of cash flow information: | ||
Cash received during the period for interest | 4 | 25 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Stock subscription receivable | 2,240 | 0 |
Operating right of use asset and current and non-current lease liability | 0 | 976 |
Offering expenses in accounts payable and accrued expenses and other current liabilities | $ 0 | $ 25 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Overview SELLAS Life Sciences Group, Inc. (the "Company" or "SELLAS") is a late-stage clinical biopharmaceutical company focused on novel cancer immunotherapeutics for a broad range of cancer indications. SELLAS’ lead product candidate, galinpepimut-S ("GPS"), is a cancer immunotherapeutic agent licensed from Memorial Sloan Kettering Cancer Center ("MSK") and targets the Wilms Tumor 1 ("WT1") protein, which is present in 20 or more cancer types. Based on its mechanism of action as a directly immunizing agent, GPS has potential as a monotherapy or in combination with other immunotherapeutic agents to address a broad spectrum of hematologic, or blood, cancers and solid tumor indications. SELLAS’ second product candidate, nelipepimut-S ("NPS"), is a cancer immunotherapy targeting the human epidermal growth factor receptor 2 ("HER2") expressing cancers with potential for the treatment of patients with early stage breast cancer with low to intermediate HER2 expression, otherwise known as HER2 1+ or 2+, which includes triple negative breast cancer ("TNBC") patients, following standard of care. As used in this Quarterly Report on Form 10-Q, the words the "Company," and "SELLAS" refer to SELLAS Life Sciences Group, Inc. and its consolidated subsidiaries following the completion of the business combination with Galena Biopharma, Inc., a Delaware corporation ("Galena"), and SELLAS Life Sciences Group, Ltd., a privately held Bermuda exempted company ("Private SELLAS"), in December 2017. This business combination is referred to as the Merger. Upon completion of the Merger, the Company's name changed from "Galena Biopharma, Inc." to "SELLAS Life Sciences Group, Inc." and the Company's financial statements became those of Private SELLAS. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Liquidity Since inception, the Company has incurred recurring losses and negative cash flows from operations and, as of June 30, 2021, has an accumulated deficit of $124.9 million. During the six months ended June 30, 2021, the Company used $15.2 million of cash in operations which included a net loss of $7.0 million, a $1.9 million increase in prepaid expenses and other assets primarily for insurance and prepaid clinical trial costs, a $5.6 million decrease in deferred revenue due to the recognition of licensing revenues and a $2.5 million decrease in accounts payable and accrued expenses and other current liabilities, partially offset by a $1.1 million decrease of contract acquisition costs related to the out-licensing of intellectual property rights and transfer of technical know-how and various net non-cash charges of $0.7 million. The Company expects to continue to generate operating losses and negative cash flows for the next few years and will need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful development, approval, and commercialization of the Company's product candidates and the achievement of a level of revenues adequate to support its cost structure. On April 16, 2021, the Company entered into a Controlled Equity Offering SM Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. (the "Agent"). From time to time during the term of the Sales Agreement, the Company may offer and sell shares of common stock having an aggregate offering price up to a total of $50.0 million in gross proceeds. The Agent will collect a fee equal to 3% of the gross sales price of all shares of common stock sold. Shares of common stock sold under the Sales Agreement will be offered and sold pursuant to the Company's registration statement on Form S-3, which was filed with the SEC on April 16, 2021 and was declared effective on April 29, 2021. During the three months ended June 30, 2021, the Company sold 786,927 shares of common stock pursuant to the Sales Agreement at an average price of $12.04 per share for aggregate net proceeds of approximately $9.0 million, of which approximately $2.2 million in net proceeds were received in July 2021 and classified as a stock subscription receivable as of June 30, 2021. Other than the Sales Agreement, the Company currently does not have any commitments to obtain additional funds. The Company received $1.0 million and $2.0 million during the three and six months ended June 30, 2021, respectively, for the achievement of certain development milestones pursuant to the Company's Exclusive License Agreement (the "3DMed License Agreement) with 3D Medicines, Inc. ("3DMed"). An additional $192.5 million in potential future certain development, regulatory, and sales milestones remains under the 3DMed License Agreement, which milestones are variable in nature and not under the Company's control. As of June 30, 2021, the Company had cash and cash equivalents of approximately $29.9 million, restricted cash and cash equivalents of $0.1 million, and $2.2 million of stock subscription receivable which cash was received in July 2021. In accordance with Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements - Going Concern , the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the consolidated financial statements are issued. The Company expects its cash and cash equivalents, together with access to the Sales Agreement to sell common stock, will be sufficient to fund current planned operations for at least the next 12 months from the date of issuance of these financial statements, though it may pursue additional capital resources through public or private equity or debt financings or by entering into additional license agreements or collaborations with other companies. Management's expectations with respect to its ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. If actual results are different from management's estimates, the Company may need to seek additional strategic or financing opportunities sooner than would otherwise be expected. There is no guarantee that any of these strategic or financing opportunities will be executed or executed on favorable terms, and some could be dilutive to existing stockholders. If the Company is unable to obtain additional funding on a timely basis, it may be forced to significantly curtail, delay, or discontinue one or more of its planned research and development programs or be unable to expand its operations or otherwise prepare for the potential regulatory approval and commercialization of its product candidates, assuming positive data. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The Company's complete summary of significant accounting policies can be found in "Item 8. Financial Statements and Supplementary Data - Note 3. Basis of Presentation and Significant Accounting Policies" in the audited annual consolidated financial statements included in the 2020 Annual Report. The significant accounting policies summarized and included in the 2020 Annual Report have not materially changed, except as set forth below. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Updates of the Financial Accounting Standards Board ("FASB"). Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. Unless the context otherwise indicates, reference in these notes to the "Company" refer to SELLAS Life Sciences Group, Inc., and its wholly owned subsidiaries, Private SELLAS, SLSG Limited, LLC, Sellas Life Sciences Limited, and Apthera, Inc. The functional currency of the Company's non-U.S. operations is the U.S. dollar. Unaudited Interim Results These consolidated financial statements and accompanying notes should be read in conjunction with the Company's annual consolidated financial statements and the notes thereto included in the 2020 Annual Report. The accompanying consolidated financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020, are unaudited, but include all adjustments, consisting of normal recurring entries, that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2020 have been derived from the audited financial statements as of that date. Reclassification Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications had no effect on the Company's loss from operations, net loss, and net loss per share. Stock Subscription Receivable In accordance with FASB ASC 505-10-45-2, Receivables for Issuance of Equity , the Company recorded a stock subscription receivable as of June 30, 2021 related to the sale, prior to June 30, 2021 and before the financial statements are issued or available to be issued, of 157,130 shares of common stock pursuant to the Sales Agreement for net proceeds of $2.2 million which cash was collected on July 2, 2021. Time-Vested Restricted Stock Units During the six months ended June 30, 2021, the Board of Directors granted restricted stock units ("RSUs") to employees that vest based on continuous service. Time-vested RSUs awarded to employees vest one-fourth per year annually over four years, provided the employee remains employed with the Company. The fair values of the RSUs are measured on the date of grant and are based on the Company's closing stock price on such date. Compensation expense for RSUs with only service conditions is recognized straight-line over the applicable service period. The Company accounts for forfeitures of RSUs when they occur. Previously recognized compensation expense for forfeited RSUs are reversed in the period the RSUs are forfeited. Net Loss Per Share Net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants, stock options and unvested restricted stock that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive (in thousands): Six Months Ended June 30, 2021 2020 Common stock warrants 559 1,120 Stock options 520 208 RSUs 210 170 1,289 1,498 Recent Accounting Standards Adopted and Recent Accounting Standards Not Yet Adopted Recent Accounting Standards Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which, among other things, eliminates certain exceptions in the current rules regarding the approach for intraperiod tax allocations and the methodology for calculating income taxes in an interim period, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard was adopted by the Company on January 1, 2021. This new standard did not have a material impact on the Company’s financial statements. Recent accounting standards not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity which, among other things, simplifies the accounting models for the allocation of proceeds attributable to the issuance of a convertible debt instrument. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (i) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (ii) a convertible debt instrument was issued at a substantial premium. The standard becomes effective for the Company in the first quarter of 2022 and early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets (in thousands): Description June 30, 2021 Quoted Prices In Significant Other Unobservable Assets: Cash equivalents $ 29,455 $ 29,455 $ — $ — Restricted cash equivalents 100 100 — — Total assets measured and recorded at fair value $ 29,555 $ 29,555 $ — $ — Liabilities: Warrant liability $ 114 $ — $ — $ 114 Contingent consideration 4,896 — — 4,896 Total liabilities measured and recorded at fair value $ 5,010 $ — $ — $ 5,010 Description December 31, 2020 Quoted Prices In Significant Other Unobservable Assets: Cash equivalents $ 34,959 $ 34,959 $ — $ — Restricted cash equivalents 100 100 — — Total assets measured and recorded at fair value $ 35,059 $ 35,059 $ — $ — Liabilities: Warrant liability $ 55 $ — $ — $ 55 Contingent consideration 4,633 — — 4,633 Total liabilities measured and recorded at fair value $ 4,688 $ — $ — $ 4,688 The Company did not transfer any financial instruments into or out of Level 3 classification during the six months ended June 30, 2021 or during the year ended December 31, 2020. See Note 8, Warrants to Acquire Shares of Common Stock, for a reconciliation of the changes in the fair value of the warrant liability for the six months ended June 30, 2021. A reconciliation of the change in the fair value of the contingent consideration liability for the six months ended June 30, 2021 is as follows (in thousands): Fair Value Contingent consideration, December 31, 2020 $ 4,633 Change in the estimated fair value of the contingent consideration 263 Contingent consideration, June 30, 2021 $ 4,896 The fair value of the contingent consideration is measured at the end of each reporting period using Level 3 inputs in a probability-weighted, discounted cash-outflow model. The contingent consideration relates to Galena's acquisition of Apthera, Inc. in 2011 and the future contingent payments of up to $32.0 million based on the achievement of certain development and commercial milestones relating to the Company’s NPS product candidate, of which $2.0 million has been paid to date. The remaining contingent consideration of up to $30.0 million is payable at the election of the Company in either cash or shares of common stock, provided that the Company may not issue any shares in satisfaction of any contingent consideration, unless it has first obtained approval from its stockholders in accordance with Rule 5635(a) of the Nasdaq Marketplace Rules. five |
Balance Sheet Accounts
Balance Sheet Accounts | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Accounts | Balance Sheet Accounts Prepaid expenses and other current assets consist of the following (in thousands): June 30, 2021 December 31, 2020 Insurance $ 1,247 $ 221 Clinical trial costs 996 95 Professional fees 72 49 Other 3 30 Prepaid expenses and other current assets $ 2,318 $ 395 Accrued expenses and other current liabilities consist of the following (in thousands): June 30, 2021 December 31, 2020 Clinical trial costs $ 806 $ 631 Compensation and related benefits 576 812 Professional fees 149 276 Other 250 194 Accrued expenses and other current liabilities $ 1,781 $ 1,913 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease The Company has a non-cancelable operating lease for certain executive, administrative, and general business office space for its headquarters in New York, New York, which began on June 5, 2020 and has a term through December 31, 2024. The discount rate of the Company's operating lease under ASC 842: Leases is the Company's estimated incremental borrowing rate of 13%. As of June 30, 2021, the lease has a remaining term of 3.5 years. Rent expense related to the Company's operating lease was approximately $0.1 million for each of the three months ended June 30, 2021 and 2020 and $0.1 million and $0.2 million f or the six months ended June 30, 2021 and 2020, respectively. The Company made cash payments related to its operating lease of approximately $0.1 million for each of the three months ended June 30, 2021 and 2020 and $0.2 million for each of the six months ended June 30, 2021 and 2020. Future minimum lease payments under the Company's non-cancelable operating lease are as follows as of June 30, 2021 (in thousands): Future minimum lease payments: 2021 (remaining) $ 152 2022 311 2023 321 2024 330 Total future minimum lease payments 1,114 Less: imputed interest (211) Current and non-current operating lease liability $ 903 Legal Proceedings From time to time, the Company is subject to various pending or threatened legal actions and proceedings, including those that arise in the ordinary course of its business, which may include employment matters, breach of contract disputes and stockholder litigation. Such actions and proceedings are subject to many uncertainties and to outcomes that are not predictable with assurance and that may not be known for extended periods of time. The Company records a liability in its consolidated financial statements for costs related to claims, including future legal costs, settlements and judgments, when the Company has assessed that a loss is probable and an amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range, the Company records the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. The Company discloses a contingent liability even if the liability is not probable or the amount is not estimable, or both, if there is a reasonable possibility that a material loss may have been incurred. In the opinion of management, as of the date hereof, the amount of liability, if any, with respect to these matters, individually or in the aggregate, will not materially affect the Company’s consolidated results of operations, financial position or cash flows. The Company’s predecessor company, Galena, was involved in multiple legal proceedings and administrative actions, including stockholder class actions, both state and federal. The remaining legal proceedings to which the Company is now subject are as follows: On February 13, 2017, certain putative shareholder securities class action complaints were filed in federal court alleging, among other things, that Galena and certain of Galena's former officers and directors failed to disclose that Galena’s promotional practices for Abstral® (fentanyl sublingual tablets) were allegedly improper and that Galena may be subject to civil and criminal liability, and that these alleged failures rendered Galena’s statements about its business misleading. The actions were consolidated, lead plaintiffs were named by the U.S. District Court for the District of New Jersey and a consolidated complaint was filed. The Company filed a motion to dismiss the consolidated complaint. On August 21, 2018, the Company's motion to dismiss the consolidated complaint was granted without prejudice to file an amended complaint. On September 20, 2018, the plaintiffs filed an amended complaint. On October 22, 2018, the Company filed a motion to dismiss the amended complaint. On November 13, 2019, the U.S. District Court for the District of New Jersey granted the Company's motion to dismiss without prejudice to file an amended complaint. On December 20, 2019, the lead plaintiffs filed a second Amended Consolidated Class Action Complaint. On January 29, 2020, the Company filed a motion to dismiss the amended complaint. On January 5, 2021, the U.S. District Court for the District of New Jersey granted the Company's motion to dismiss without prejudice to file an amended complaint. On February 18, 2021, the lead plaintiffs filed a third Amended Consolidated Class Action Complaint. The Company has reached a settlement in principle with the plaintiffs in this action which is subject to final documentation and court approval and which will be fully covered by the Company's directors and officers insurance policy applicable to this case. In March 2017, a derivative complaint was filed in the U.S. District Court for the District of New Jersey against the Company’s former directors and Galena, as a nominal defendant. In July 2017, a derivative complaint was filed in California state court against the Company’s former directors and Galena, as a nominal defendant. In January 2018, a derivative complaint was filed in the U.S. District Court for the District of New Jersey against the Company’s former directors, officers and employees, and the Company as a nominal defendant. These complaints purport to assert derivative claims for breach of fiduciary duty on the Company’s behalf against the Company’s former directors and, in certain of the complaints, the Company’s current directors, and the Company’s former officers and former employees, based on substantially similar facts as alleged in the putative shareholder securities class action complaints mentioned above. The derivative lawsuit filed in California state court is currently stayed pending resolution of a motion to dismiss in the referenced securities class action. On July 13, 2020 and July 16, 2020, respectively, the Company filed motions to dismiss the two complaints filed in the U.S. District Court for the District of New Jersey. The Company has reached a settlement in principle with the plaintiffs in these three cases which is subject to final documentation and court approval and which will be fully covered by the Company's directors and officers insurance policy applicable to these cases. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock The Company has authorized up to 5,000,000 shares of preferred stock, $0.0001 par value per share, for issuance. Common Stock The Company has authorized up to 350,000,000 shares of common stock, $0.0001 par value per share, for issuance. As of June 30, 2021, the Company has shares of common stock reserved for future issuance as follows (in thousands): Warrants outstanding 559 Stock options outstanding 520 RSUs outstanding 210 Shares reserved for future issuance under the Company’s 2019 Equity Incentive Plan 463 Shares reserved for future issuance under the 2021 Employee Stock Purchase Plan 300 Shares reserved for future issuance under the 2017 Employee Stock Purchase Plan 11 Total common stock reserved for future issuance 2,063 |
Warrants to Acquire Shares of C
Warrants to Acquire Shares of Common Stock | 6 Months Ended |
Jun. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants to Acquire Shares of Common Stock | Warrants to Acquire Shares of Common Stock Warrants Outstanding The following is a summary of the activity of the Company's warrants to acquire shares of common stock for the six months ended June 30, 2021 (in thousands): Warrant Issuance Outstanding, December 31, 2020 Granted Exercised Canceled/Expired Outstanding, June 30, 2021 Expiration July 2020 PIPE Offering 445 — (420) — 25 August 2025 January 2020 Offering 719 — (410) — 309 July 2025 June 2019 Offering 2 — (1) — 1 June 2024 March 2019 Exercise Agreement 63 — — — 63 March 2024 July 2018 Offering 141 — (1) — 140 July 2023 Other 22 — — (1) 21 November 2021 - November 2023 1,392 — (832) (1) 559 Warrants to acquire shares of common stock consist of warrants that may be settled in cash, which are liability-classified warrants, and equity-classified warrants. Warrants Classified as Liabilities Liability-classified warrants consist of warrants to acquire common stock issued in connection with certain previous equity financings. These warrants may be settled in cash and were determined not to be indexed to the Company’s common stock. The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the consolidated statement of operations as change in fair value of warrant liability. The fair value of the warrants is estimated using a Black-Scholes pricing model with the following inputs: As of June 30, 2021 Warrant Issuance Outstanding (in thousands) Strike price (per share) Expected term (years) Volatility % Risk-free rate % Other warrants (liability-classified) 13 $ 7.50 2.26 151.45 % 0.30 % As of December 31, 2020 Warrant Issuance Outstanding (in thousands) Strike price (per share) Expected term (years) Volatility % Risk-free rate % Other warrants (liability-classified) 13 $ 7.50 2.75 150.38 % 0.16 % The expected volatility assumptions are based on the Company's implied volatility in combination with the implied volatilities of similar publicly traded entities. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero coupon rates in effect at the time of valuation. The dividend yield used in the pricing model is zero, because the Company has no present intention to pay cash dividends. The changes in fair value of the warrant liability for the six months ended June 30, 2021 were as follows (in thousands): Warrant Issuance Warrant liability, December 31, 2020 Change in fair value of warrants Warrant liability, June 30, 2021 Other warrants (liability-classified) $ 55 $ 59 $ 114 $ 55 $ 59 $ 114 |
License Revenue with 3D Medicin
License Revenue with 3D Medicines, Inc. | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
License Revenue with 3D Medicines, Inc. | License Revenue with 3D Medicines, Inc. Exclusive License Agreement with 3D Medicines, Inc. In December 2020, the Company, together with its wholly-owned subsidiary, SLSG Limited, LLC, entered into an Exclusive License Agreement (the “3DMed License Agreement”) with 3D Medicines Inc. ("3DMed"), pursuant to which the Company granted 3DMed a sublicensable, royalty-bearing license, under certain intellectual property owned or controlled by the Company, to develop, manufacture and have manufactured, and commercialize GPS and heptavalent GPS (referred to as GPS Plus) product candidates ("GPS Licensed Products") for all therapeutic and other diagnostic uses in mainland China, Hong Kong, Macau and Taiwan ("3DMed Territory"). The license is exclusive, except with respect to certain know-how that has been non-exclusively licensed to the Company and is sublicensed to 3DMed on a non-exclusive basis. The Company has retained development, manufacturing and commercialization rights with respect to the GPS Licensed Products in the rest of the world. In partial consideration for the rights granted by the Company, 3DMed agreed to pay the Company (i) a one-time upfront cash payment of $7.5 million, and (ii) milestone payments totaling up to $194.5 million in the aggregate upon the achievement of certain technology transfer, development and regulatory milestones, as well as sales milestones based on certain net sales thresholds of GPS Licensed Products in the 3DMed Territory in a given calendar year. The Company is responsible for providing the licensed technology and data (the "3DMed License") as well as transferring certain technological and manufacturing know-how (the "transfer of know-how"). 3DMed also agreed to pay tiered royalties based upon a percentage of annual net sales of GPS Licensed Products in the 3DMed Territory ranging from the high single digits to the low double digits. The royalties are payable on a GPS Licensed Product-by-GPS Licensed Product and region-by-region basis commencing on the first commercial sale of a GPS Licensed Product in a region and continuing until the latest of (i) the date that is 15 years from the receipt of marketing authorization for such GPS Licensed Product in such region and (ii) the date that is 10 years from the expiration of the last valid claim of a licensed patent covering or claiming such GPS Licensed Product in such region. The royalty rate is subject to reduction under certain circumstances, including when generic competition for a GPS Licensed Product exists in a particular region. 3DMed is responsible for all costs related to developing, obtaining regulatory approval of and commercializing the GPS Licensed Products in the 3DMed Territory. 3DMed is required to use commercially reasonable best efforts to develop and obtain regulatory approval for, and upon receipt of regulatory approval, commercialize the GPS Licensed Products in the 3DMed Territory. A joint steering committee has been established between 3DMed and the Company to coordinate and review the development, manufacturing and commercialization plans with respect to the GPS Licensed Products in the 3DMed Territory. The Company and 3DMed also agreed to negotiate in good faith the terms and conditions of a clinical supply agreement, a commercial supply agreement, and related quality agreements pursuant to which the Company will manufacture or have manufactured and supply 3DMed with all quantities of the GPS Licensed Products necessary for 3DMed to develop and commercialize the GPS Licensed Products in the 3DMed Territory until 3DMed has received all approvals required for 3DMed or its designated contract manufacturing organization to manufacture the GPS Licensed Products in the 3DMed Territory. The 3DMed License Agreement will expire on a GPS Licensed Product-by-GPS Licensed Product and region-by-region basis on the date of the expiration of all of 3DMed’s payment obligations to the Company. Upon expiration of the 3DMed License Agreement, the license granted to 3DMed will become fully paid-up, perpetual and irrevocable. Either party may terminate the 3DMed License Agreement for the other party’s material breach following a cure period or upon certain insolvency events. The Company may terminate the 3DMed License Agreement if 3DMed or its affiliates or sublicensees challenge the validity or enforceability of the licensed patents. At any time following the two-year anniversary of the effective date, 3DMed has the right to terminate the 3DMed License Agreement for convenience, subject to certain requirements. 3DMed may terminate the 3DMed License Agreement upon prior notice to the Company if the grant of the license to 3DMed is prohibited or delayed for a period of time due to a change of U.S. export laws and regulations. The 3DMed License Agreement includes customary representations and warranties, covenants and indemnification obligations for a transaction of this nature. Revenue Recognition The Company evaluated the 3DMed License Agreement and concluded that 3DMed was a customer and the 3DMed License Agreement should be evaluated under ASC 606. In determining the appropriate amount of revenue to be recognized under ASC 606 as the Company fulfills its obligations under the 3DMed License Agreement, the Company performs the following steps: (i) identifies the promised goods or services in the contract; (ii) determines whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measures the transaction price, including any constraints on variable consideration; (iv) allocates the transaction price to the performance obligations; and (v) recognizes revenue when (or as) the Company satisfies each performance obligation. The Company identified the 3DMed License and the transfer of know-how to be the material promises under the 3DMed License Agreement. The Company determined that the 3DMed License and the transfer of know-how are not distinct from each other. As such, for the purposes of ASC 606, the Company determined that these two material promises, described above, should be combined into a single performance obligation. The Company determined the initial transaction price of the single performance obligation to be $9.5 million, which includes the $7.5 million upfront fee as well as $2.0 million in development milestones that are assessed to be probable of being achieved at the inception of the 3DMed License Agreement and therefore were not constrained. The Company achieved $1.0 million of these milestones in the first quarter of 2021 and achieved the remaining $1.0 million milestone in the second quarter of 2021. The Company determined that $192.5 million in future certain development, regulatory, and sales milestones to be variable consideration subject to constraint at inception. At the end of each subsequent reporting period, the Company will reevaluate the probability of achievement of the future development, regulatory, and sales milestones subject to constraint and, if necessary, will adjust its estimate of the overall transaction price. Any such adjustments will be recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. For the sales-based royalties, the Company will recognize revenue when the related sales occur. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Since 3DMed benefited from the combined single performance obligation relating to the 3DMed License and the transfer of know-how as the technology transfer occurred, the Company recognized the transaction price over the technology transfer period, which was finalized in the second quarter of 2021. The revenue recognized was based on an output method to measure progress, using a straight-line convention, which the Company believes reasonably approximates its efforts in satisfying the combined performance obligation. The Company recognized $1.9 million and $7.6 million of license revenue during the three and six months ended June 30, 2021, respectively. As of June 30, 2021, the initial transaction price of the single performance obligation of $9.5 million has been fully recognized as licensing revenue. There was no license revenue recognized during the three and six months ended June 30, 2020. The following table presents a summary of the activity in the Company's deferred revenue, related to the total cash payments received of $9.5 million to date under the 3DMed License, during the six months ended June 30, 2021 (in thousands): December 31, 2020 Additions Revenue Recognized June 30, 2021 Deferred revenue $ 5,600 $ 2,000 $ (7,600) $ — Cost of Contract Acquisition The Company incurred contract acquisition costs (commissions) recorded as a contract asset amounting to approximately $1.4 million at inception of the 3DMed License Agreement which were capitalized under ASC 340-40 as incremental costs of obtaining the 3DMed License Agreement. These costs are amortized through general and administrative expense over the technology transfer period, commensurate with when the license revenue is recognized. The Company recognized $0.3 million and $1.1 million in expense associated with these costs during the three and six months ended June 30, 2021, respectively. There was no contract acquisitions expense during the three and six months ended June 30, 2020. Cost of License Revenue The Company incurred $0.1 million and $0.2 million of sublicensing fees payable under its license from MSK in connection with the 3DMed License during the three and six months ended June 30, 2021, respectively. There was no cost of license revenue during the three and six months ended June 30, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2017 Equity Incentive Plan On December 29, 2017, the 2017 Equity Incentive Plan was approved by the stockholders of the Company, which provided for the issuance of up to a maximum of 24,204 shares of common stock underlying stock options granted prior to September 10, 2019. The 2017 Equity Incentive Plan was terminated upon the approval of the 2019 Incentive Plan subject to outstanding stock options granted under the 2017 Equity Incentive Plan that remain exercisable through maturity for the Company's employees and directors. 2019 Equity Incentive Plan On September 10, 2019, the 2019 Equity Incentive Plan was approved by the stockholders of the Company, which currently allows for issuance of up to approximately (i) 1,191,000 shares of common stock in connection with the grant of stock-based awards, including stock options, restricted stock, restricted stock units, stock appreciation rights and other types of awards as deemed appropriate plus (ii) 2,684 shares of common stock under the 2017 Equity Incentive Plan that were forfeited back to the Company subsequent to September 10, 2019 and are available for future issuance. The number of shares reserved for issuance under the 2019 Equity Incentive Plan will automatically increase on January 1 of each year, for a period of not more than four years, commencing on January 1, 2020 and ending on (and including) January 1, 2023, by an amount equal to the lesser of (i) 5% of the total number of shares of common stock outstanding at the end of the prior fiscal year; and (ii) an amount determined by the board of directors or authorized committee. As of June 30, 2021, approximately 463,000 shares of common stock were reserved for future grants under the 2019 Equity Incentive Plan. Options to Purchase Shares of Common Stock The following table summarizes stock option activity of the Company for the six months ended June 30, 2021: Total Weighted Weighted Average Remaining Contractual Term (In Years) Aggregate Outstanding at December 31, 2020 208 $ 13.38 9.08 $ 733 Granted 312 7.99 Outstanding at June 30, 2021 520 $ 10.14 9.25 $ 2,688 Options exercisable at June 30, 2021 90 $ 23.36 8.48 $ 695 The aggregate intrinsic values of outstanding and exercisable stock options at June 30, 2021 were calculated based on the closing price of the Company’s common stock as reported on the Nasdaq Capital Market on June 30, 2021 of $11.10 per share. The aggregate intrinsic value equals the positive difference between the closing fair market value of the Company’s common stock and the exercise price of the underlying stock options. The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations for the three and six months ended June 30, 2021 and 2020, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 35 $ 4 $ 48 $ 5 General and administrative 229 142 400 286 Total stock-based compensation $ 264 $ 146 $ 448 $ 291 The Company uses the Black-Scholes option-pricing model to determine the fair value of all its stock options granted. The assumptions used during the three and six months ended June 30, 2021 and 2020, respectively, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Risk free interest rate 1.12 % 0.53 % 1.04 % 0.62 % Volatility 121.47 % 108.08 % 121.23 % 106.24 % Expected lives (years) 6.25 6.25 6.18 6.15 Expected dividend yield — % — % — % — % The weighted-average grant date fair value of options granted during the three months ended June 30, 2021 and 2020 was $6.89 and $1.35, respectively. The weighted-average grant date fair value of options granted during the six months ended June 30, 2021 and 2020 was $6.97 and $1.53, respectively. The Company’s expected common stock price volatility assumption is based upon the Company's own implied volatility in combination with the implied volatility of a basket of comparable companies. The expected life assumptions for employee grants were based upon the simplified method, which averages the contractual term of the Company’s options of ten years with the average vesting term of four years for an average of approximately six years. The expected life assumptions for non-employees were based upon the contractual term of the option. The dividend yield assumption is zero because the Company has never paid cash dividends and presently has no intention to do so. The risk-free interest rate used for each grant was also based upon prevailing short-term interest rates. The Company accounts for forfeitures as they occur. As of June 30, 2021, there was $2.4 million of unrecognized compensation cost related to outstanding stock options that is expected to be recognized as a component of the Company’s operating expenses over a weighted-average period of 2.98 years. Time-vested RSUs and RSUs with Performance Conditions The following table summarizes RSU activity of the Company for the six months ended June 30, 2021: Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2020 170 $ 1.89 Granted 40 $ 8.00 Vested — $ — Unvested at June 30, 2021 210 $ 3.06 As of June 30, 2021, there was $0.6 million of unrecognized compensation cost related to outstanding RSUs that is expected to be recognized as a component of the Company's operating expenses over a weighted-average period of 2.94 years. No RSUs vested during the three and six months ended June 30, 2021. 2021 Employee Stock Purchase Plan On April 22, 2021, the Board of Directors adopted the 2021 Employee Stock Purchase Plan ("2021 ESPP") which was approved by the Company's stockholders on June 8, 2021. The 2021 ESPP allows employees to contribute up to 20% of their cash earnings, subject to a maximum of $25,000 per year under Internal Revenue Service rules, to be used to purchase shares of the Company’s common stock on semi-annual purchase dates. The 2021 ESPP allows eligible employees to purchase shares of common stock at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each six-month offering period during the term of the 2021 ESPP. The first offering period will begin in September 2021. There are currently 300,000 shares of common stock reserved for issuance under the 2021 ESPP. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company evaluated all events or transactions that occurred after June 30, 2021 up through the date these financial statements were issued. Other than as disclosed elsewhere in the notes to the consolidated financial statements, the Company did not have any material subsequent events. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Updates of the Financial Accounting Standards Board ("FASB"). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. Unless the context otherwise indicates, reference in these notes to the "Company" refer to SELLAS Life Sciences Group, Inc., and its wholly owned subsidiaries, Private SELLAS, SLSG Limited, LLC, Sellas Life Sciences Limited, and Apthera, Inc. The functional currency of the Company's non-U.S. operations is the U.S. dollar. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications had no effect on the Company's loss from operations, net loss, and net loss per share. |
Time-Vested Restricted Stock Units | Time-Vested Restricted Stock Units During the six months ended June 30, 2021, the Board of Directors granted restricted stock units ("RSUs") to employees that vest based on continuous service. Time-vested RSUs awarded to employees vest one-fourth per year annually over four years, provided the employee remains employed with the Company. The fair values of the RSUs are measured on the date of grant and are based on the Company's closing stock price on such date. Compensation expense for RSUs with only service conditions is recognized straight-line over the applicable service period. The Company accounts for forfeitures of RSUs when they occur. Previously recognized compensation expense for forfeited RSUs are reversed in the period the RSUs are forfeited. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants, stock options and unvested restricted stock that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. |
Recent Accounting Standards Adopted and Recent Accounting Standards Not Yet Adopted | Recent Accounting Standards Adopted and Recent Accounting Standards Not Yet Adopted Recent Accounting Standards Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which, among other things, eliminates certain exceptions in the current rules regarding the approach for intraperiod tax allocations and the methodology for calculating income taxes in an interim period, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard was adopted by the Company on January 1, 2021. This new standard did not have a material impact on the Company’s financial statements. Recent accounting standards not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity which, among other things, simplifies the accounting models for the allocation of proceeds attributable to the issuance of a convertible debt instrument. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (i) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (ii) a convertible debt instrument was issued at a substantial premium. The standard becomes effective for the Company in the first quarter of 2022 and early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its consolidated financial statements. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive (in thousands): Six Months Ended June 30, 2021 2020 Common stock warrants 559 1,120 Stock options 520 208 RSUs 210 170 1,289 1,498 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value | The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets (in thousands): Description June 30, 2021 Quoted Prices In Significant Other Unobservable Assets: Cash equivalents $ 29,455 $ 29,455 $ — $ — Restricted cash equivalents 100 100 — — Total assets measured and recorded at fair value $ 29,555 $ 29,555 $ — $ — Liabilities: Warrant liability $ 114 $ — $ — $ 114 Contingent consideration 4,896 — — 4,896 Total liabilities measured and recorded at fair value $ 5,010 $ — $ — $ 5,010 Description December 31, 2020 Quoted Prices In Significant Other Unobservable Assets: Cash equivalents $ 34,959 $ 34,959 $ — $ — Restricted cash equivalents 100 100 — — Total assets measured and recorded at fair value $ 35,059 $ 35,059 $ — $ — Liabilities: Warrant liability $ 55 $ — $ — $ 55 Contingent consideration 4,633 — — 4,633 Total liabilities measured and recorded at fair value $ 4,688 $ — $ — $ 4,688 |
Reconciliation of Level 3 Liabilities | A reconciliation of the change in the fair value of the contingent consideration liability for the six months ended June 30, 2021 is as follows (in thousands): Fair Value Contingent consideration, December 31, 2020 $ 4,633 Change in the estimated fair value of the contingent consideration 263 Contingent consideration, June 30, 2021 $ 4,896 |
Balance Sheet Accounts (Tables)
Balance Sheet Accounts (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): June 30, 2021 December 31, 2020 Insurance $ 1,247 $ 221 Clinical trial costs 996 95 Professional fees 72 49 Other 3 30 Prepaid expenses and other current assets $ 2,318 $ 395 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): June 30, 2021 December 31, 2020 Clinical trial costs $ 806 $ 631 Compensation and related benefits 576 812 Professional fees 149 276 Other 250 194 Accrued expenses and other current liabilities $ 1,781 $ 1,913 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments | Future minimum lease payments under the Company's non-cancelable operating lease are as follows as of June 30, 2021 (in thousands): Future minimum lease payments: 2021 (remaining) $ 152 2022 311 2023 321 2024 330 Total future minimum lease payments 1,114 Less: imputed interest (211) Current and non-current operating lease liability $ 903 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | As of June 30, 2021, the Company has shares of common stock reserved for future issuance as follows (in thousands): Warrants outstanding 559 Stock options outstanding 520 RSUs outstanding 210 Shares reserved for future issuance under the Company’s 2019 Equity Incentive Plan 463 Shares reserved for future issuance under the 2021 Employee Stock Purchase Plan 300 Shares reserved for future issuance under the 2017 Employee Stock Purchase Plan 11 Total common stock reserved for future issuance 2,063 |
Warrants to Acquire Shares of_2
Warrants to Acquire Shares of Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | The following is a summary of the activity of the Company's warrants to acquire shares of common stock for the six months ended June 30, 2021 (in thousands): Warrant Issuance Outstanding, December 31, 2020 Granted Exercised Canceled/Expired Outstanding, June 30, 2021 Expiration July 2020 PIPE Offering 445 — (420) — 25 August 2025 January 2020 Offering 719 — (410) — 309 July 2025 June 2019 Offering 2 — (1) — 1 June 2024 March 2019 Exercise Agreement 63 — — — 63 March 2024 July 2018 Offering 141 — (1) — 140 July 2023 Other 22 — — (1) 21 November 2021 - November 2023 1,392 — (832) (1) 559 |
Schedule of Fair Value of Warrants is Estimated Using Black-Scholes Option Pricing Model | The fair value of the warrants is estimated using a Black-Scholes pricing model with the following inputs: As of June 30, 2021 Warrant Issuance Outstanding (in thousands) Strike price (per share) Expected term (years) Volatility % Risk-free rate % Other warrants (liability-classified) 13 $ 7.50 2.26 151.45 % 0.30 % As of December 31, 2020 Warrant Issuance Outstanding (in thousands) Strike price (per share) Expected term (years) Volatility % Risk-free rate % Other warrants (liability-classified) 13 $ 7.50 2.75 150.38 % 0.16 % |
Schedule of Changes in Fair Value of Warrant Liability | The changes in fair value of the warrant liability for the six months ended June 30, 2021 were as follows (in thousands): Warrant Issuance Warrant liability, December 31, 2020 Change in fair value of warrants Warrant liability, June 30, 2021 Other warrants (liability-classified) $ 55 $ 59 $ 114 $ 55 $ 59 $ 114 |
License Revenue with 3D Medic_2
License Revenue with 3D Medicines, Inc. (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue, Related to Upfront Cash Payment Received | The following table presents a summary of the activity in the Company's deferred revenue, related to the total cash payments received of $9.5 million to date under the 3DMed License, during the six months ended June 30, 2021 (in thousands): December 31, 2020 Additions Revenue Recognized June 30, 2021 Deferred revenue $ 5,600 $ 2,000 $ (7,600) $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity of the Company for the six months ended June 30, 2021: Total Weighted Weighted Average Remaining Contractual Term (In Years) Aggregate Outstanding at December 31, 2020 208 $ 13.38 9.08 $ 733 Granted 312 7.99 Outstanding at June 30, 2021 520 $ 10.14 9.25 $ 2,688 Options exercisable at June 30, 2021 90 $ 23.36 8.48 $ 695 |
Schedule of Allocated Stock-based Compensation Expense | The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations for the three and six months ended June 30, 2021 and 2020, respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 35 $ 4 $ 48 $ 5 General and administrative 229 142 400 286 Total stock-based compensation $ 264 $ 146 $ 448 $ 291 |
Assumptions for Option Grants Issued | The Company uses the Black-Scholes option-pricing model to determine the fair value of all its stock options granted. The assumptions used during the three and six months ended June 30, 2021 and 2020, respectively, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Risk free interest rate 1.12 % 0.53 % 1.04 % 0.62 % Volatility 121.47 % 108.08 % 121.23 % 106.24 % Expected lives (years) 6.25 6.25 6.18 6.15 Expected dividend yield — % — % — % — % |
Summary of RSU Activity | The following table summarizes RSU activity of the Company for the six months ended June 30, 2021: Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2020 170 $ 1.89 Granted 40 $ 8.00 Vested — $ — Unvested at June 30, 2021 210 $ 3.06 |
Liquidity (Details)
Liquidity (Details) - USD ($) | Jul. 02, 2021 | Apr. 16, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Accumulated deficit | $ 124,920,000 | $ 124,920,000 | $ 117,904,000 | ||||||
Net loss | 4,613,000 | $ 4,425,000 | 7,016,000 | $ 8,568,000 | |||||
Net cash used in operating activities | 15,167,000 | 10,212,000 | |||||||
Increase in prepaid expenses and other current assets | 1,932,000 | 1,383,000 | |||||||
Decrease in deferred revenue | 5,600,000 | ||||||||
Decrease in accounts payable and accrued expenses | 2,500,000 | ||||||||
Amortization of contract asset | 300,000 | $ 0 | 1,100,000 | $ 0 | |||||
Non-cash charges | $ 700,000 | ||||||||
Number of shares of stock (in shares) | 157,130 | ||||||||
Milestone payment received | 1,000,000 | $ 1,000,000 | $ 2,000,000 | ||||||
Potential milestone payments to be received | 192,500,000 | ||||||||
Cash and cash equivalents | 29,917,000 | 29,917,000 | 35,302,000 | ||||||
Restricted cash and cash equivalents | 100,000 | 100,000 | 100,000 | ||||||
Stock subscription receivable | $ 2,240,000 | $ 2,240,000 | $ 0 | ||||||
Subsequent Event | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Net proceeds of common stock | $ 2,200,000 | ||||||||
Sales Agreement | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Sale of shares, common stock gross proceeds | $ 50,000,000 | ||||||||
Percentage gross proceeds from the sale of share (as a percent) | 3.00% | ||||||||
Number of shares of stock (in shares) | 786,927 | ||||||||
Stock price per share (in dollars per share) | $ 12.04 | $ 12.04 | |||||||
Net proceeds of common stock | $ 9,000,000 | ||||||||
Sales Agreement | Subsequent Event | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Net proceeds of common stock | $ 2,200,000 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Stock Subscription Receivable (Details) - USD ($) $ in Millions | Jul. 02, 2021 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||
Number of shares of stock (in shares) | 157,130 | |
Subsequent Event | ||
Class of Stock [Line Items] | ||
Net proceeds of common stock | $ 2.2 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Time - Vested Restricted Stock Units (Details) | 6 Months Ended |
Jun. 30, 2021 | |
RSUs | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Restricted stock unit award vested period | 4 years |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Antidilutive Securities (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,289 | 1,498 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 559 | 1,120 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 520 | 208 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 210 | 170 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Purchase Price Consideration, Measured at Estimated Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Warrant liability | $ 114 | $ 55 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Cash equivalents | 29,455 | 34,959 |
Restricted cash equivalents | 100 | 100 |
Total assets measured and recorded at fair value | 29,555 | 35,059 |
Liabilities: | ||
Warrant liability | 114 | 55 |
Contingent consideration | 4,896 | 4,633 |
Total liabilities measured and recorded at fair value | 5,010 | 4,688 |
Fair Value, Measurements, Recurring | Quoted Prices In Active Markets (Level 1) | ||
Assets: | ||
Cash equivalents | 29,455 | 34,959 |
Restricted cash equivalents | 100 | 100 |
Total assets measured and recorded at fair value | 29,555 | 35,059 |
Liabilities: | ||
Warrant liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Restricted cash equivalents | 0 | 0 |
Total assets measured and recorded at fair value | 0 | 0 |
Liabilities: | ||
Warrant liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Restricted cash equivalents | 0 | 0 |
Total assets measured and recorded at fair value | 0 | 0 |
Liabilities: | ||
Warrant liability | 114 | 55 |
Contingent consideration | 4,896 | 4,633 |
Total liabilities measured and recorded at fair value | $ 5,010 | $ 4,688 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 Liabilities (Details) - Unobservable Inputs (Level 3) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration, December 31, 2020 | $ 4,633 |
Change in the estimated fair value of the contingent consideration | 263 |
Contingent consideration, June 30, 2021 | $ 4,896 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Apthera, Inc. | 6 Months Ended | |
Jun. 30, 2021USD ($) | Dec. 31, 2011USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration payable, maximum amount | $ 30,000,000 | $ 32,000,000 |
Contingent consideration paid | 2,000,000 | |
Contingent consideration | 30,000,000 | |
Contingent consideration payable, minimum amount | $ 0 | |
Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business combination, contingent consideration, timing of development milestones | 5 years | |
Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business combination, contingent consideration, timing of development milestones | 8 years | |
Weighted average cost of capital | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business combination, contingent consideration, measurement input (as a percent) | 0.118 | |
Cost of debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business combination, contingent consideration, measurement input (as a percent) | 0.054 |
Balance Sheet Accounts - Prepai
Balance Sheet Accounts - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Insurance | $ 1,247 | $ 221 |
Clinical trial costs | 996 | 95 |
Professional fees | 72 | 49 |
Other | 3 | 30 |
Prepaid expenses and other current assets | $ 2,318 | $ 395 |
Balance Sheet Accounts - Accrue
Balance Sheet Accounts - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Clinical trial costs | $ 806 | $ 631 |
Compensation and related benefits | 576 | 812 |
Professional fees | 149 | 276 |
Other | 250 | 194 |
Accrued expenses and other current liabilities | $ 1,781 | $ 1,913 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Jul. 16, 2020complaint | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Number of claims which the Company filed motions to dismiss | complaint | 2 | ||||
Office Space Lease Expiring December 31, 2024 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease, discount rate (as a percent) | 13.00% | 13.00% | |||
Operating lease, remaining term | 3 years 6 months | ||||
Rent expense | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.2 | |
Cash payments related to operating lease | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Commitments and Contingencies_2
Commitments and Contingencies - Maturities of Lease Liabilities - 842 (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (remaining) | $ 152 |
2022 | 311 |
2023 | 321 |
2024 | 330 |
Total future minimum lease payments | 1,114 |
Less: imputed interest | (211) |
Current and non-current operating lease liability | $ 903 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock are Reserved for Future Issuance (Details) - shares shares in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding (in shares) | 559 | 1,392 |
Stock options outstanding (in shares) | 520 | 208 |
Total common stock reserved for future issuance (in shares) | 2,063 | |
2019 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance (in shares) | 463 | |
2021 ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance (in shares) | 300 | |
2017 ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance (in shares) | 11 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs outstanding (in shares) | 210 | 170 |
Warrants to Acquire Shares of_3
Warrants to Acquire Shares of Common Stock - Warrants Outstanding (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2021shares | |
Class of Warrant or Right, Outstanding [Roll Forward] | |
Outstanding, beginning of period (in shares) | 1,392 |
Granted (in shares) | 0 |
Exercised (in shares) | (832) |
Canceled/Expired (in shares) | (1) |
Outstanding, end of period (in shares) | 559 |
July 2020 PIPE Offering | |
Class of Warrant or Right, Outstanding [Roll Forward] | |
Outstanding, beginning of period (in shares) | 445 |
Granted (in shares) | 0 |
Exercised (in shares) | (420) |
Canceled/Expired (in shares) | 0 |
Outstanding, end of period (in shares) | 25 |
January 2020 Offering | |
Class of Warrant or Right, Outstanding [Roll Forward] | |
Outstanding, beginning of period (in shares) | 719 |
Granted (in shares) | 0 |
Exercised (in shares) | (410) |
Canceled/Expired (in shares) | 0 |
Outstanding, end of period (in shares) | 309 |
June 2019 Offering | |
Class of Warrant or Right, Outstanding [Roll Forward] | |
Outstanding, beginning of period (in shares) | 2 |
Granted (in shares) | 0 |
Exercised (in shares) | (1) |
Canceled/Expired (in shares) | 0 |
Outstanding, end of period (in shares) | 1 |
March 2019 Exercise Agreement | |
Class of Warrant or Right, Outstanding [Roll Forward] | |
Outstanding, beginning of period (in shares) | 63 |
Granted (in shares) | 0 |
Exercised (in shares) | 0 |
Canceled/Expired (in shares) | 0 |
Outstanding, end of period (in shares) | 63 |
July 2018 Offering | |
Class of Warrant or Right, Outstanding [Roll Forward] | |
Outstanding, beginning of period (in shares) | 141 |
Granted (in shares) | 0 |
Exercised (in shares) | (1) |
Canceled/Expired (in shares) | 0 |
Outstanding, end of period (in shares) | 140 |
Other | |
Class of Warrant or Right, Outstanding [Roll Forward] | |
Outstanding, beginning of period (in shares) | 22 |
Granted (in shares) | 0 |
Exercised (in shares) | 0 |
Canceled/Expired (in shares) | (1) |
Outstanding, end of period (in shares) | 21 |
Warrants to Acquire Shares of_4
Warrants to Acquire Shares of Common Stock - Fair Value of Warrants is Estimated Using Black-Scholes Option Pricing Model (Details) - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 559 | 1,392 |
Other warrants (liability-classified) | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 13 | 13 |
Strike price (in dollars per share) | $ 7.50 | $ 7.50 |
Expected term (years) | 2 years 3 months 3 days | 2 years 9 months |
Volatility % | 151.45% | 150.38% |
Risk-free rate % | 0.30% | 0.16% |
Warrants to Acquire Shares of_5
Warrants to Acquire Shares of Common Stock - Narrative (Details) | Jun. 30, 2021 |
Measurement Input, Risk Free Interest Rate | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input coupon rate | 0 |
Measurement Input, Expected Dividend Rate | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input coupon rate | 0 |
Warrants to Acquire Shares of_6
Warrants to Acquire Shares of Common Stock - Changes in Fair Value of Warrant Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Class of Warrant or Right, Fair Value [Roll Forward] | |
Warrant liability, beginning balance | $ 55 |
Change in fair value of warrants | 59 |
Warrant liability, ending balance | 114 |
Other warrants (liability-classified) | |
Class of Warrant or Right, Fair Value [Roll Forward] | |
Warrant liability, beginning balance | 55 |
Change in fair value of warrants | 59 |
Warrant liability, ending balance | $ 114 |
License Revenue with 3D Medic_3
License Revenue with 3D Medicines, Inc. - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||||
Upfront cash payment received | $ 7,500,000 | $ 9,500,000 | ||||
Future milestone payments received | $ 194,500,000 | |||||
Royalties payable, maximum term | 15 years | |||||
Royalties payable, minimum term | 10 years | |||||
Performance obligation, amount | $ 9,500,000 | |||||
Milestones probable of being achieved | $ 2,000,000 | |||||
Milestone payment received | $ 1,000,000 | $ 1,000,000 | 2,000,000 | |||
Potential milestone payments to be received | 192,500,000 | |||||
Licensing revenue | 1,900,000 | $ 0 | 7,600,000 | $ 0 | ||
Contract acquisition costs | 1,400,000 | 1,400,000 | ||||
Amortization of contract asset | 300,000 | 0 | 1,100,000 | 0 | ||
Cost of licensing revenue | $ 100,000 | $ 0 | $ 200,000 | $ 0 |
License Revenue with 3D Medic_4
License Revenue with 3D Medicines, Inc. - Deferred Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Beginning balance | $ 5,600,000 | |||
Additions | 2,000,000 | |||
Revenue Recognized | $ (1,900,000) | $ 0 | (7,600,000) | $ 0 |
Ending balance | $ 0 | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 22, 2021 | Sep. 10, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 29, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of common stock reserved for issuance (in shares) | 2,063,000 | 2,063,000 | |||||
Closing price of the Company's common stock (in dollars per share) | $ 11.10 | $ 11.10 | |||||
Weighted average exercise price, granted (in dollars per share) | $ 6.89 | $ 1.35 | $ 6.97 | $ 1.53 | |||
Averages contractual term | 10 years | ||||||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% | |||
Unrecognized compensation cost, options | $ 2.4 | $ 2.4 | |||||
Operating expenses weighted average period | 2 years 11 months 23 days | ||||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average exercise price, granted (in dollars per share) | $ 8 | ||||||
Operating expenses weighted average period | 2 years 11 months 8 days | ||||||
Unrecognized compensation cost | $ 0.6 | $ 0.6 | |||||
RSUs Vested (in shares) | 0 | 0 | |||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Average vesting term | 6 years | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Average vesting term | 4 years | ||||||
2017 Equity Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of common stock reserved for issuance (in shares) | 2,684 | 2,684 | |||||
2017 Equity Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of common stock authorized for issuance (in shares) | 24,204 | ||||||
2019 Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of common stock authorized for issuance (in shares) | 1,191,000 | ||||||
Shares of common stock reserved for issuance (in shares) | 463,000 | 463,000 | |||||
Option term | 4 years | ||||||
Increase in number of shares available for future issuance under stock based awards (as a percent) | 5.00% | ||||||
2021 ESPP | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of common stock reserved for issuance (in shares) | 300,000 | ||||||
Cash earnings contributed per year | 20.00% | ||||||
Purchase price of common stock | 85.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding, beginning balance (in shares) | 208 | |
Granted (in shares) | 312 | |
Options outstanding, ending balance (in shares) | 520 | 208 |
Options exercisable (in shares) | 90 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 13.38 | |
Weighted average exercise price, granted (in dollars per share) | 7.99 | |
Weighted average exercise price, ending balance (in dollars per share) | 10.14 | $ 13.38 |
Weighted average exercise price, exercisable (in dollars per share) | $ 23.36 | |
Weighted average remaining contractual term, outstanding (in years) | 9 years 3 months | 9 years 29 days |
Weighted average remaining contractual term, options exercisable (in years) | 8 years 5 months 23 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value [Roll Forward] | ||
Aggregate intrinsic value, beginning balance | $ 733 | |
Aggregate intrinsic value, ending balance | 2,688 | $ 733 |
Aggregate intrinsic value, options exercisable | $ 695 |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocated Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share based compensation expense | $ 264 | $ 146 | $ 448 | $ 291 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share based compensation expense | 35 | 4 | 48 | 5 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share based compensation expense | $ 229 | $ 142 | $ 400 | $ 286 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions for Option Grants Issued (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Risk free interest rate | 1.12% | 0.53% | 1.04% | 0.62% |
Volatility | 121.47% | 108.08% | 121.23% | 106.24% |
Expected lives (years) | 6 years 3 months | 6 years 3 months | 6 years 2 months 4 days | 6 years 1 month 24 days |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSU Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per share) | $ 6.89 | $ 1.35 | $ 6.97 | $ 1.53 |
RSUs | ||||
Shares (In Thousands) | ||||
Beginning balance (in shares) | 170,000 | |||
Granted (in shares) | 40,000 | |||
Vested (in shares) | 0 | 0 | ||
Ending balance (in shares) | 210,000 | 210,000 | ||
Weighted Average Grant Date Fair Value | ||||
Beginning balance (in dollars per share) | $ 1.89 | |||
Granted (in dollars per share) | 8 | |||
Vested (in dollars per share) | 0 | |||
Ending balance (in dollars per share) | $ 3.06 | $ 3.06 |