Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 09, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NVUS | ||
Entity Registrant Name | Novus Therapeutics, Inc. | ||
Entity Central Index Key | 0001404281 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 001-36620 | ||
Entity Tax Identification Number | 20-1000967 | ||
Entity Address, Address Line One | 19900 MacArthur Boulevard | ||
Entity Address, Address Line Two | Suite 550 | ||
Entity Address, City or Town | Irvine | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92612 | ||
City Area Code | (949) | ||
Local Phone Number | 238-8090 | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 16,069,562 | ||
Entity Public Float | $ 9,638,037 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2020 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end December 31, 2019, are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 8,791 | $ 12,972 |
Prepaid expenses and other current assets | 1,180 | 1,304 |
Total current assets | 9,971 | 14,276 |
Property and equipment, net | 5 | 14 |
Operating lease asset, net | 316 | |
Goodwill | 1,867 | |
Other assets | 639 | 869 |
Total assets | 10,931 | 17,026 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 329 | 689 |
Current operating lease liability | 180 | |
Accrued expenses and other liabilities | 813 | 1,845 |
Total current liabilities | 1,322 | 2,534 |
Non-current operating lease liability | 144 | |
Total liabilities | 1,466 | 2,534 |
Commitments and contingencies (Note 5) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized and none issued and outstanding at December 31, 2019 and 2018 | ||
Common stock, $0.001 par value, 200,000,000 shares authorized at December 31, 2019 and 2018; 12,967,338 and 9,422,143 shares issued and outstanding at December 31, 2019 and 2018, respectively | 13 | 9 |
Additional paid-in capital | 67,034 | 56,054 |
Accumulated deficit | (57,582) | (41,571) |
Total stockholders’ equity | 9,465 | 14,492 |
Total liabilities and stockholders’ equity | $ 10,931 | $ 17,026 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 12,967,338 | 9,422,143 |
Common stock, shares outstanding | 12,967,338 | 9,422,143 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses | ||
Research and development | $ 8,128,000 | $ 6,817,000 |
General and administrative | 6,056,000 | 7,243,000 |
Goodwill impairment | 1,867,000 | 0 |
Total operating expenses | 16,051,000 | 14,060,000 |
Loss from operations | (16,051,000) | (14,060,000) |
Other income (expense), net | 40,000 | (5,000) |
Net loss and other comprehensive loss | $ (16,011,000) | $ (14,065,000) |
Net loss per share, basic and diluted | $ (1.36) | $ (1.56) |
Weighted-average common shares outstanding, basic and diluted | 11,799,468 | 9,005,352 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2017 | $ 19,452 | $ 7 | $ 46,951 | $ (27,506) |
Beginning Balance, Shares at Dec. 31, 2017 | 7,110,414 | |||
Issuance of common stock at-the-market, net of issuance costs | 7,491 | $ 2 | 7,489 | |
Issuance of common stock at-the-market, Shares | 2,296,610 | |||
Issuance of common stock in connection with exercise of options | 71 | 71 | ||
Issuance of common stock in connection with exercise of options, Shares | 15,119 | |||
Stock-based compensation | 1,543 | 1,543 | ||
Net loss and other comprehensive loss | (14,065) | (14,065) | ||
Ending Balance at Dec. 31, 2018 | 14,492 | $ 9 | 56,054 | (41,571) |
Ending Balance, Shares at Dec. 31, 2018 | 9,422,143 | |||
Issuance of common stock at-the-market, net of issuance costs | 107 | 107 | ||
Issuance of common stock at-the-market, Shares | 25,218 | |||
Issuance of common stock and warrants in registered direct offering, net of issuance costs | 9,569 | $ 4 | 9,565 | |
Issuance of common stock and warrants in registered direct offering, net of issuance costs, shares | 3,449,112 | |||
Issuance of common stock in connection with vesting of restricted stock units, Shares | 78,450 | |||
Cancellation of common stock, Shares | (7,585) | |||
Stock-based compensation | 1,308 | 1,308 | ||
Net loss and other comprehensive loss | (16,011) | (16,011) | ||
Ending Balance at Dec. 31, 2019 | $ 9,465 | $ 13 | $ 67,034 | $ (57,582) |
Ending Balance, Shares at Dec. 31, 2019 | 12,967,338 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | ||
Net loss | $ (16,011,000) | $ (14,065,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,000 | 11,000 |
Amortization of operating lease asset | 173,000 | |
Goodwill impairment | 1,867,000 | 0 |
Stock-based compensation | 1,308,000 | 1,543,000 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 354,000 | (476,000) |
Accounts payable and accrued expenses | (1,392,000) | 1,094,000 |
Operating lease liability | (165,000) | |
Net cash used in operating activities | (13,857,000) | (11,893,000) |
Financing activities | ||
Proceeds from issuances of common stock, net | 9,676,000 | 7,491,000 |
Proceeds from exercise of stock options | 71,000 | |
Net cash provided by financing activities | 9,676,000 | 7,562,000 |
Net decrease in cash and cash equivalents | (4,181,000) | (4,331,000) |
Cash and cash equivalents at beginning of year | 12,972,000 | 17,303,000 |
Cash and cash equivalents at end of year | $ 8,791,000 | $ 12,972,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. Description of Business Novus Therapeutics, Inc. is a specialty pharmaceutical company focused on developing products for disorders of the ear, nose, and throat. Unless otherwise indicated, references to the terms “Novus,” “our,” ‘us,” “we”, or the “Company” refer to Novus Therapeutics, Inc. In 2017, Otic Pharma, Ltd. (“Otic”) consummated a reverse merger with Tokai Pharmaceuticals, Inc. (“Tokai”), pursuant to which, among other things, Tokai purchased from Otic and its stockholders all of the common and preferred shares of Otic in exchange for the issuance of a certain number of shares of common stock of Tokai (the “Reverse Merger”). Following the Reverse Merger, Tokai changed its name to Novus Therapeutics, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Novus, a Delaware corporation, owns 100% of the issued and outstanding common stock or other ownership interest in Otic Pharma , Ltd., a private limited company organized under the laws of the State of Israel (“Otic”) All significant intercompany accounts and transactions among the entities have been eliminated in consolidation. Liquidity and Financial Condition The Company has experienced recurring net losses and negative cash flows from operating activities since its inception. The Company recorded a net loss of $16.0 million and used $13.9 million of cash in operating activities for the year ended December 31, 2019. As of December 31, 2019, the Company had cash and cash equivalents of $8.8 million, working capital of $8.6 million and an accumulated deficit of $57.6 million. Due to continuing research and development activities, the Company expects to continue to incur net losses into the foreseeable future. In order to continue these activities, the Company will need to raise additional funds through public or private debt and equity financings or strategic collaboration and licensing arrangements. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s common stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. Adequate additional funding may not be available to us on acceptable terms on a timely basis, or at all. During fiscal year 2019, the Company has implemented, and will continue to implement, certain cost cutting measures to reduce its cash flow requirements. Consistent with the actions the Company has taken in the past, it will execute the appropriate steps to enable the continued operation of the business and preservation of the value of its assets beyond the next twelve months, including but not limited to actions such as reduced personnel-related costs, delay or curtailment of the Company’s research and development activities, and other discretionary expenses that are within the Company’s control. These initiatives, if required, may have an adverse impact on the Company’s ability to achieve certain of its planned objectives as it seeks strategic alternatives. On August 8, 2019, the Company received written notice (the “Notification Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company did not meet the minimum closing bid price requirement. On February 6, 2020, the Company received written notice that Nasdaq determined that it is eligible for an additional 180-day extension (the “Extension Letter”), or until August 3, 2020, to regain compliance with the minimum bid price requirement. The Extension Letter does not impact the Company’s listing on the Nasdaq Capital Market at this time. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to August 3, 2020 The Company intends to monitor the closing bid price of its common stock and consider its available options to resolve its noncompliance with the minimum bid price requirement. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or that the Company will otherwise be in compliance with other Nasdaq listing criteria. If the Company fails to regain compliance with the minimum bid requirement or to meet the other applicable continued listing requirements for the Nasdaq Capital Market in the future and Nasdaq determines to delist its common stock, the delisting could adversely affect the market price and liquidity of the Company’s common stock and reduce its ability to raise additional capital. If the Company’s common stock is delisted by Nasdaq, the common stock may be eligible to trade on the OTC Bulletin Board or another market. Any such alternative would likely result in it being more difficult for the Company to raise additional capital through the public or private sale of equity securities and for investors to dispose of, or obtain accurate quotations as to the market value of, the common stock and could result in a decrease in the trading price of the common stock. In addition, there can be no assurance that the common stock would be eligible for trading on any such alternative exchange or markets. At the time of issuance of the consolidated financial statements for the year ended December 31, 2019, the Company concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern for the twelve months from the date of issuance of the consolidated financial statements for the year ended December 31, 2019. The financial information and the consolidated financial statements included in this Annual Report have been prepared on a basis that assumes that we 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. This financial information and these consolidated financial statements do not include any adjustments that may result from an unfavorable outcome of this uncertainty. Our ability to continue as a going concern is dependent upon our ability to successfully secure sources of financing and ultimately achieve profitable operations. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make informed estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to stock-based compensation, accruals for liabilities, operating lease liability, carrying value of goodwill, and other matters that affect the consolidated financial statements and related disclosures. Actual results could differ materially from those estimates under different assumptions or conditions and the differences may be material to the consolidated financial statements. Cash and Cash Equivalents Cash represents cash deposits held at financial institutions. The Company considers all liquid investments purchased with an original maturity of three months or less and that can be liquidated without prior notice or penalty to be cash equivalents. The carrying value of cash equivalents approximates their fair value due to the short-term maturities of these instruments. Cash equivalents are held for the purpose of meeting short-term liquidity requirements, rather than for investment purposes. The Company had no cash equivalents at December 31, 2019 and 2018. Fair Value Measurements Financial assets and liabilities are recorded at fair value. The Company measures the fair value of certain of its financial instruments on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1—Quoted prices (unadjusted) in active markets for identical assets and liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. There have been no transfers of assets for liabilities between these fair value measurement classifications during the periods presented. The Company had no financial instruments, assets or liabilities measured at fair value on a recurring basis at December 31, 2019 and 2018. Concentration of Credit Risk and Other Risks and Uncertainties As of December 31, 2019 and 2018, all of the Company’s long-lived assets were located in the United States. Financial instruments that are subject to concentration of credit risk consist primarily of cash equivalents. The Company’s policy is to invest cash in institutional money market funds to limit the amount of credit exposure. At times, the Company maintains cash equivalents in short‑term money market funds and it has not experienced any losses on its cash equivalents. The Company’s products will require approval from the U.S. Food and Drug Administration (“FDA”) and foreign regulatory agencies before commercial sales can commence. There can be no assurance that its products will receive any of these required approvals. The denial or delay of such approvals may impact the Company’s business in the future. In addition, after the approval by the FDA, there is still an ongoing risk of adverse events that did not appear during the product approval process. The Company is subject to risks common to companies in the pharmaceutical industry, including, but not limited to, new technological innovations, clinical development risk, establishment of appropriate commercial partnerships, protection of proprietary technology, compliance with government and environmental regulations, uncertainty of market acceptance of products, product liability, the volatility of its stock price and the need to obtain additional financing. Our facilities and equipment may be affected by natural or man-made disasters. We currently conduct our research, development and management activities in Irvine, California, near known earthquake fault zones. We have taken precautions to safeguard our facilities, equipment and systems, including insurance, health and safety protocols, and off-site storage of computer data. However, our facilities and systems may be vulnerable to earthquakes, fire, storm, power loss, telecommunications failures, physical and software break-ins, software viruses and similar events which could cause substantial delays in our operations, damage or destroy our equipment or inventory, and cause us to incur additional expenses. In addition, the insurance coverage we maintain may not be adequate to cover our losses in any circumstance and may not continue to be available to use on acceptable terms, or at all. Reportable Segments Operating segments under GAAP are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The CODM is the Company’s Chief Executive Officer and the Company has determined that it operates in one business segment, which is the development of Goodwill Goodwill represents the difference between the consideration transferred and the fair value of the net assets acquired under the acquisition method of accounting. Goodwill is not amortized but is evaluated for impairment as of October 1 of each year or if indicators of impairment exist that would, more likely than not, reduce the fair value from its carrying amount. The Company performs its goodwill impairment analysis at the reporting unit level, which aligns with the Company’s reporting structure and availability of discrete financial information. If a quantitative assessment is performed the evaluation includes management estimates of cash flow projections based on internal future projections . Key assumptions for these projections include revenue growth, future gross and operating margin growth, and its weighted cost of capital and terminal growth rates. The revenue and margin growth is based on increased sales of new products as the Company maintains investments in research and development. Additional assumed value creators may include increased efficiencies from capital spending. The resulting cash flows are discounted using a weighted average cost of capital. Operating mechanisms and requirements to ensure that growth and efficiency assumptions will ultimately be realized are also considered in the evaluation, including timing and probability of regulatory approvals for Company products to be commercialized. The Company’s market capitalization is also considered as a part of its analysis. The Company’s annual evaluation for impairment of goodwill consists of one reporting unit. In accordance with the Company’s policy, the Company completed its annual evaluation for impairment as of October 1, 2019 using the qualitative assessment and determined that no impairment existed. However, due to declining market conditions, the Company performed an additional goodwill impairment test as of December 31, 2019 and No impairment was recorded for the year ended 2018. Long-Lived Assets Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Additions, major renewals and improvements are capitalized and repair and maintenance costs are charged to expense as incurred. Leasehold improvements are amortized over the remaining life of the initial lease term or the estimated useful lives of the assets, whichever is shorter. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. Significant management judgment is required in the forecast of future operating results that are used in the preparation of expected cash flows. No impairments of tangible assets have been identified during the years presented. Research and Development Expenses Research and development expenses include personnel and facility-related expenses, outside contracted services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services and non-cash stock-based compensation. Research and development costs are expensed as incurred. Amounts due under contracts with third parties may be either fixed fee or fee for service, and may include upfront payments, monthly payments and payments upon the completion of milestones or receipt of deliverables. Non-refundable advance payments under agreements are capitalized and expensed as the related goods are delivered or services are performed. The Company’s contracts with third parties to perform various clinical trial activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows to its vendors. Payments under the contracts depend on factors such as the achievement of certain events, successful enrollment of patients, and completion of portions of the clinical trial or similar conditions. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. These contracts may be terminated by the Company upon written notice and the Company is generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company estimates its research and development expenses and the related accrual as of each balance sheet date based on the facts and circumstances known to the Company at that time. There have been no material adjustments to the Company’s prior period accrued estimates for clinical trial activities through December 31, 2019. Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, preferred stock, and stock options and warrants are considered to be potentially dilutive securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share was the same for the periods presented due to the Company’s net loss position. Year Ended December 31, 2019 2018 (In thousands, except share and per share data) Net loss $ (16,011 ) $ (14,065 ) Net loss per share, basic and diluted $ (1.36 ) $ (1.56 ) Weighted-average number of common shares 11,799,468 9,005,352 The computation of diluted earnings per share excludes stock options, warrants, and restricted stock units that are anti-dilutive. For the year ended December 31, 2019, common share equivalents of 8,770,947 shares were anti-dilutive. For the year ended December 31, 2018, common share equivalents of 974,817 shares were anti-dilutive. Stock-based Compensation For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the grant-date estimated fair value. The fair value of stock options is determined using the Black-Scholes option pricing model, using assumptions which are subjective and require significant judgment and estimation by management. The risk-free rate assumption was based on observed yields from governmental zero-coupon bonds with an equivalent term. The expected volatility assumption was based on historical volatilities of a group of comparable industry companies whose share prices are publicly available. The peer group was developed based on companies in the pharmaceutical industry. The expected term of stock options represents the weighted-average period that the stock options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determined the expected life assumption using the simplified method, which is an average of the options ordinary vesting period and the contractual term. The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not expect to pay dividends at any time in the foreseeable future. The Company recognizes forfeitures on an actual basis and as such did not estimate forfeitures to calculate stock-based compensation. Restricted Stock Units (“RSU”) and Performance-Based Restricted Stock Units (“PRSU”) are measured and recognized based on the quoted market price of our common stock on the date of grant. Effective as of August 1, 2018, the Board of Directors amended the Company’s 2014 Stock Incentive Plan (the “2014 Plan”) and the Company’s 2014 Employee Stock Purchase Plan (the “ESPP” and, together with the 2014 Plan, the “Plans”) to reduce the share reserves under the Plans. These reductions were made to equitably adjust the share reserves in accordance with the terms of the Plans. As a result of these equitable adjustments: (1) the number of shares of common stock authorized for issuance under the 2014 Plan (excluding shares underlying outstanding awards as of August 1, 2018) was reduced to 766,500 shares and the maximum number of shares that can be added to the 2014 Plan under the evergreen provision set forth in Section 4(a)(1)(C) of the 2014 Plan was reduced to 550,000 shares annually; and (2) the number of shares of common stock authorized for future issuance under the ESPP was reduced to 209,500 shares (excluding shares previously issued under the ESPP prior to August 1, 2018) and the maximum number of shares that can be added to the ESPP under the evergreen provision set forth in the ESPP was reduced to 135,000 shares annually. The 2014 Plan and ESPP were amended and restated as of August 1, 2018 to reflect these equitable adjustments. The number of shares reserved for issuance under the 2014 Plan and ESPP were 337,955 and 303,721 shares, respectively, as of December 31, 2019 Stock-based compensation expense related to stock options granted to nonemployees is recognized based on the estimated fair value of the stock options on their grant date, determined using the Black-Scholes option pricing model. The awards generally vest over the period the Company expects to receive services from the nonemployees. Similar to stock options granted to employees, the fair value of stock options granted to nonemployees, is determined using the Black-Scholes option pricing model, involves assumptions that are subjective and require significant judgment and estimation by management. The risk-free rate assumption was based on observed yields from governmental zero-coupon bonds with an equivalent term. The expected volatility assumption was based on historical volatilities of a group of comparable industry companies whose share prices are publicly available. The peer group was developed based on companies in the pharmaceutical industry. The expected term of stock options represents the weighted-average period that the stock options are expected to be outstanding. Because the Company does not have historical exercise behavior on stock options granted to nonemployees, the Company determined the contractual term is the appropriate periods for expected life on stock options granted to nonemployees. The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not expect to pay dividends at any time in the foreseeable future. The Company recognizes forfeitures on an actual basis and as such did not estimate forfeitures to calculate stock-based compensation. Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Tax law and rate changes are reflected in income in the period such changes are enacted. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are calculated at the beginning and end of the year; the change in the sum of the deferred tax asset, valuation allowance and deferred tax liability during the year generally is recognized as a deferred tax expense or benefit. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and the valuation allowance recorded against net deferred tax assets. We assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis and includes a review of all available positive and negative evidence. Factors reviewed include projections of pre-tax book income for the foreseeable future, determination of cumulative pre-tax book income after permanent differences, earnings history, and reliability of forecasting. We have provided a full valuation allowance on our deferred tax assets as of December 31, 2019 and 2018 because we believe it is more likely than not that our deferred tax assets will not be realized as of those dates. The Company evaluates the accounting for uncertainty in income tax recognized in its consolidated financial statements and determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in its consolidated financial statements. For those tax positions where it is “not more likely than not” that a tax benefit will be sustained, no tax benefit is recognized. Where applicable, associated interest and penalties are also recorded. The Company has not accrued any liabilities for any such uncertain tax positions as of December 31, 2019 and 2018. The Company is subject to U.S. federal and state tax authority examinations for all the years since inception due to net operating loss and tax credit carryforwards. The net operating losses and tax credits are subject to adjustment until the statute closes on the year the attributes are ultimately utilized. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential revisions and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. For additional information, see Note 7. Income Taxes Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract 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” In January 2017, the FASB issued ASU No. 2017-04 “ Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), an amendment which modifies the measurement and recognition of credit losses for most financial assets and certain other instruments. The amendment updates the guidance for measuring and recording credit losses on financial assets measured at amortized cost by replacing the “incurred loss” model with an “expected loss” model. Accordingly, these financial assets will be presented at the net amount expected to be collected. The amendment also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. The guidance is effective for fiscal years beginning after December 15, 2019, for public business entities that meet the definition of an SEC filer, excluding entities eligible to be Smaller Reporting Companies (SRCs) as defined by the SEC. For all other public entities, including the Company, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022 . The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. Recently Adopted Accounting Pronouncements On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) The Company elected practical expedients as follows as of January 1, 2019: Practical expedient package The Company has not reassessed whether any expired or existing contracts are, or contain, leases. The Company has not reassessed the lease classification for any expired or existing leases. The Company has not reassessed initial direct costs for any expired or existing leases. Hindsight practical expedient The Company has not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets. As a result of adopting ASC 842 as of January 1, 2019, the Company recorded an operating lease right-of-use asset of $489,000 and related operating lease liability of $491,000, respectively, related to the Company’s office lease, based on the present value of the future lease payments on the date of adoption. No other new accounting pronouncement issued or effective during the fiscal period had or is expected to have a material impact on the Company’s consolidated financial statements or disclosures. |
Prepaid Expenses Other Assets A
Prepaid Expenses Other Assets Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses Other Assets Accrued Expenses And Other Liabilities [Abstract] | |
Prepaid Expenses, Other Assets, Accrued Expenses and Other Liabilities | Note 3. Prepaid Expenses, Other Assets, Accrued Expenses and Other Liabilities Prepaid expenses and other current assets consisted of the following as of December 31, 2019 and 2018 (in thousands): As of December 31, 2019 2018 Prepaid insurance $ 734 $ 413 Prepaid clinical 102 208 Prepaid other 45 53 Insurance receivable 245 594 Other current assets 54 36 Total prepaid expenses and other current assets $ 1,180 $ 1,304 Accrued expenses and other liabilities consisted of the following as of December 31, 2019 and 2018 (in thousands): As of December 31, 2019 2018 Accrued compensation and related expenses $ 40 $ 742 Accrued clinical 437 735 Accrued professional services 130 194 Accrued vacation 199 160 Accrued other 7 14 Total accrued expenses and other liabilities $ 813 $ 1,845 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 4. Goodwill The changes in the carrying amount of goodwill consisted of the following for the years ended December 31, 2019 and 2018 (in thousands): Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Balance as of December 31, 2017 $ 1,867 $ — $ 1,867 Impairments — — — Balance as of December 31, 2018 1,867 — 1,867 Impairments (1,867 ) (1,867 ) Balance as of December 31, 2019 $ 1,867 $ (1,867 ) $ — The Company performed a goodwill impairment test as of December 31, 2019 and No 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5. Commitments and Contingencies Operating Leases The Company leases office space under various operating leases. Total rent expense for all operating leases in the consolidated statements of operations and comprehensive loss was approximately $188,000 and $170,000 for the years ended December 31, 2019 and 2018, respectively. In September 2015, the Company entered into a three-year operating lease for 5,197 square feet of office space in Irvine, California. The lease had an initial expiration date of August 31, 2018 ; however, the Company extended the term of the lease through September 30, 2021 by amending the office lease effective October 31, 2018. The Company determines if a contract contains a lease at inception. Our material operating lease consists of a single office space. Our office lease has a remaining term of 1.75 years and does not include options to extend the lease for additional periods. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities as adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. As we have no outstanding debt nor committed credit facilities, secured or otherwise, we estimate this rate based on prevailing financial market conditions, comparable company and credit analysis, and management’s judgment. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. Our lease agreement does not contain any material residual value guarantees or material restrictive covenants. The Company has no lease agreements with lease and non-lease components. Related to the adoption of Topic 842, our policy elections were as follows: Separation of lease and non-lease components While we do not currently have any lease agreement with lease and non-lease components, we elected this expedient to account for lease and non-lease components as separate components. Short-term policy We have elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the consolidated balance sheet. The components of lease expense were as follows: For the Year Ended December 31, 2019 Operating lease cost (a) $ 196 (a) Other information related to leases was as follows (in thousands, except lease term and discount rate): For the Year Ended December 31, 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 180 Operating lease asset obtained in exchange for lease liability: Operating lease 489 Remaining lease term Operating lease 1.75 Discount rate Operating lease 3.25 % Future payments under noncancelable operating leases having initial or remaining terms of one year or more are as follows for the succeeding fiscal year and thereafter (in thousands): As of December 31, 2019 Years ending 2020 188 2021 146 Total minimum lease payments 334 Less imputed interest (10 ) Present value of lease liabilities 324 Less current portion (180 ) $ 144 As of December 31, 2018 Years ending 2019 180 2020 188 2021 146 Total minimum lease payments $ 514 Grants and Licenses Israeli Innovation Authority Grant From 2012 through 2015, the Company received grants in the amount of approximately $537,000 from the Israeli Innovation Authority (previously the Office of Chief Scientist) of the Israeli Ministry of Economy and Industry designated for investments in research and development. The grants are linked to the U.S. dollar and bear annual interest of LIBOR. The grants are to be repaid as royalties from sales of the products developed by the Company from their investments in research and development. Because the Company has not yet earned revenues related to these investments and cannot estimate potential royalties, no liabilities related to these grants have been recorded as of each period presented. Repayment of the grant is contingent upon the successful completion of the Company’s research and development programs and generating sales. The Company has no obligation to repay these grants, if the research and development program fails, is unsuccessful or aborted or if no sales are generated. The Company had not yet generated sales as of December 31, 2019; therefore, no liability was recorded for the repayment in the accompanying consolidated financial statements. Otodyne License Agreement In November 2015, the Company entered into an exclusive license agreement with Scientific Development and Research, Inc. and Otodyne, Inc. (collectively, the “Licensors”) granting it exclusive worldwide rights to develop and commercialize OP0201, a potential first-in-class treatment option for patients at risk for or with otitis media (middle ear inflammation with or without infection), which is often caused by ETD. Under the terms of the agreement, the Company is obligated to use commercially reasonable efforts to seek approval for and commercialize at least one product for otitis media in the U.S. and key European markets (France, Germany, Italy, Spain, and the United Kingdom). The Company is responsible for prosecuting, maintaining, and enforcing all intellectual property and will be the sole owner of improvements. Under the agreement with the Licensors, the Company paid license fees totaling $750,000 and issued 9,780 common shares to the Licensors, which was expensed to research and development during the year ended December 31, 2015. In December 2015, the Licensors completed transfer of all technology, including the active IND application to the Company. The Company is obligated to pay up to $42.1 million in development and regulatory milestones if OP0201 is approved for three indications in the United States, two in Europe, and two in Japan. The Company is also obligated to pay up to $36.0 million in sales based milestones, beginning with sales exceeding $1.0 billion in a calendar year. The Company is also obligated to pay a tiered royalty for a period up to eight years, on a country-by-country basis. The royalty ranges from a low-single to mid-single percentage of net sales. The Company made a $300,000 milestone payment in March 2019 related to the first patient enrolled in a phase 2 study, which is included in research and development expenses in 2019. There were no other milestones achieved during the years ended December 31, 2019 or 2018. Legal Matters The Company is involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property, employment, and contractual matters. In connection with these matters, the Company assesses, on a regular basis, the probability and range of possible loss based on the developments in these matters. A liability is recorded in the financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable results could occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews outstanding legal matters to determine the adequacy of the liabilities accrued and related disclosures. The amount of ultimate loss may differ from these estimates. Each matter presents its own unique circumstances, and prior litigation does not necessarily provide a reliable basis on which to predict the outcome, or range of outcomes, in any individual proceeding. Because of the uncertainties related to the occurrence, amount, and range of loss on any pending litigation or claim, the Company does not consider a liability probable and is currently unable to predict their ultimate outcome, and, with respect to any pending litigation or claim where no liability has been accrued, to make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. In the event that opposing litigants in outstanding litigation proceedings or claims ultimately succeed at trial and any subsequent appeals on their claims, any potential loss or charges in excess of any established accruals, individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition, results of operations, and/or cash flows in the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods. Legal Proceedings On September 22, 2014, Tokai , the legal predecessor of the Company, Given the uncertainty of litigation, the preliminary stage of these cases, and the legal standards that must be met for, among other things, success on the merits, it cannot estimate the reasonably possible loss or range of loss that may result from these actions. • Angelos Action On July 25, 2017, a purported stockholder of Tokai filed a lawsuit in the U.S. District Court for the District of Massachusetts, entitled Peter B. Angelos v. Tokai Pharmaceuticals, Inc., et al., No. 1:17-cv-11365-MLW. On September 7, 2018, plaintiff filed an amended complaint. Defendants moved to dismiss the amended complaint on October 15, 2018. Plaintiff opposed defendants’ motion on November 19, 2018, defendants filed a reply in support of their motion on December 17, 2018, and plaintiff filed a sur-reply in support of his opposition on January 8, 2019. On February 18, 2020, the court held a hearing on defendants’ motion to dismiss. The court also ordered the parties to confer and notify it by March 10, 2020, if they reached an agreement to settle the case. • Jackie888 Action Jackie888, Inc. v. Tokai Pharmaceuticals, Inc., et al., • Wu Action On December 5, 2016, a putative securities class action was filed in the Massachusetts State Court, entitled Wu v. Tokai Pharmaceuticals, Inc., et al., 16-3725 BLS (“Wu Action”). The plaintiff seeks to represent a class of purchasers of Tokai common stock in or traceable to Tokai’s IPO. On December 19, 2016, defendants removed the Wu Action to the U.S. District Court for the District of Massachusetts, where it was captioned Wu v. Tokai Pharmaceuticals, Inc., et al., 16-cv-12550. On January 6, 2017, plaintiff filed a motion to remand the Wu Action to Massachusetts State Court. On September 28, 2017, the court stayed the case pending a decision by the United States Supreme Court in Cyan, Inc. v. Beaver County Employees Retirement Fund , S. Ct. Case No. 15-1439. On March 20, 2018, the United States Supreme Court ruled in Cyan that state courts have subject matter jurisdiction over covered class actions alleging only Securities Act claims and that such actions are not removable to federal court. On March 22, 2018, plaintiff moved for leave to submit the Cyan decision in support of plaintiff’s remand motion. On March 27, 2018 the Wu Action was remanded to the Massachusetts State Court. On May 3, 2018, plaintiff filed an amended class action complaint. Following the refiling of the Jackie888 Action in Massachusetts State Court (discussed above), on June 28, 2018, plaintiff Wu moved to consolidate the Jackie888 Action with the Wu Action. On June 29, 2018, plaintiffs Jackie888 and Wu filed a consolidated complaint. On July 6, 2018, the Jackie888 Action was consolidated with the Wu Action. Defendants moved to dismiss the consolidated complaint on August 15, 2018, plaintiffs filed their opposition thereto on September 28, 2018, and defendants filed their reply in support of their motion on October 19, 2018. In addition, Defendants moved to strike the class allegations in the consolidated complaint on August 15, 2018, plaintiffs filed their opposition thereto on September 11, 2018, and defendants filed their reply in support of their motion on September 21, 2018. The court held a hearing on November 15, 2018 on defendants’ motion to strike. On December 20, 2018, the court denied defendants’ motion to strike. The court held a hearing on December 20, 2018 on defendants’ motion to dismiss. On January 8, 2019, the court denied defendants’ motion to dismiss. On February 6, 2019, the court entered a scheduling order, pursuant to which discovery on merits issues was stayed pending the court’s resolution of class certification. On April 18, 2019, the court held a hearing as to plaintiff Wu’s failure to respond to defendant’s discovery requests. The court issued an order requiring plaintiff Wu to serve written responses to the pending discovery requests by May 10, 2019. Plaintiff Wu failed to serve written responses by the deadline and her claims were subsequently dismissed with prejudice by the court on May 16, 2019. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves future claims that may be made against the Company but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future because of these indemnification obligations. No amounts associated with such indemnifications have been recorded to date. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There have been no contingent liabilities requiring accrual at December 31, 2019 and 2018. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 6. Stock-Based Compensation The Company has two stock compensation plans, the 2014 Stock Incentive Plan (the “2014 Plan”) and the 2007 Stock Incentive Plan (the “2007 Plan”). The 2014 Plan permits the Company to make grants of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights and other stock-based awards to the Company’s employees, officers, directors, consultants and advisors; however, incentive stock options may only be granted to the Company’s employees. The number of shares initially reserved for issuance under the 2014 Plan was 1,700,000 shares of common stock and may be increased by the number of shares under the 2007 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company. The number of shares of common stock that may be issued under the plan is also subject to an annual increase on the first day of each fiscal year equal to the lesser of (i) 1,800,000 shares of the Company’s common stock, (ii) 4% of the number of shares of the Company’s common stock outstanding on the first day of the applicable fiscal year or (iii) an amount determined by the Company’s board of directors. Options remain outstanding under both the 2007 and the 2014 Plan. The number of shares subject to and the exercise prices applicable to these outstanding options were adjusted in connection with the one for nine reverse stock-split. As of December 31, 2019, there were 84,612 options outstanding under the 2007 plan. Options granted under the 2007 and 2014 Plans generally expire ten years from the date of grant. The Company intends for the 2014 Plan to be its primary stock compensation plan in the future. Effective as of August 1, 2018, the Board of Directors amended the Company’s 2014 Stock Incentive Plan (the “2014 Plan”) and the Company’s 2014 Employee Stock Purchase Plan (the “ESPP” and, together with the 2014 Plan, the “Plans”) to reduce the share reserves under the Plans. These reductions were made to equitably adjust the share reserves in accordance with the terms of the Plans. As a result of these equitable adjustments: (1) the number of shares of common stock authorized for issuance under the 2014 Plan (excluding shares underlying outstanding awards as of August 1, 2018) was reduced to 766,500 shares and the maximum number of shares that can be added to the 2014 Plan under evergreen provision set forth in Section 4(a)(1)(C) of the 2014 Plan was reduced to 550,000 shares annually; and (2) the number of shares of common stock authorized for future issuance under the ESPP was reduced to 209,500 shares (excluding shares previously issued under the ESPP prior to August 1, 2018) and the maximum number of shares that can be added to the ESPP under the evergreen provision set forth in the ESPP was reduced to 135,000 shares annually. The 2014 Plan and ESPP were amended and restated as of August 1, 2018 to reflect these equitable adjustments. Stock Option and PRSU Activity As of December 31, 2019, a total of 337,955 stock awards were available for grant under the 2014 Plan. The following table shows the stock option and PRSU activity, as follows: Shares Issuable Under Options and PRSUs Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Outstanding as of January 1, 2018 782,340 $ 14.28 8.8 $ 8.5 Granted 267,950 5.02 Exercised (15,120 ) 4.74 Forfeited / Canceled (60,353 ) 7.31 Outstanding as of December 31, 2018 974,817 12.31 8.2 — Granted 815,400 1.75 PRSUs vested (78,450 ) 4.83 Forfeited / Canceled (11,500 ) 4.41 Outstanding as of December 31, 2019 1,700,267 $ 7.64 8.2 $ — Stock awards vested and expected to vest as of December 31, 2019 1,645,267 $ 7.64 8.2 $ — Options exercisable as of December 31, 2019 882,576 $ 12.49 7.3 $ — As of December 31, 2019, the range of exercise prices was between $0.67 and $119.25 for options outstanding. Intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that had exercise prices that were lower than the fair value per share of the common stock on the date of exercise. There was no aggregate intrinsic value of options exercised during the years ended December 31, 2019 and 2018. As of December 31, 2019, total unrecognized stock-based compensation expense related to non-vested equity awards was $1.3 million, which is expected to be recognized over an estimated weighted-average period of 2.2 years. Stock-based Compensation Expense Total compensation expense related to all of the Company’s stock-based awards for the years ended December 31, 2019 and 2018 was comprised of the following (in thousands): Year Ended December 31, 2019 2018 Stock-based compensation classified as: Research and development expense $ 343 $ 249 General and administrative expense 965 1,294 Total stock-based compensation expense $ 1,308 $ 1,543 Stock-based compensation expense for the year ended December 31, 2019 included no stock-based compensation expense related to a performance-based option granted during 2019. During the year ended December 31, 2019, PRSUs awarded to employees totaling 78,450 shares vested and resulted in the recognition of $379,000 in stock-based compensation expense. Valuation Assumptions The following table presents the assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted in the periods presented Year Ended December 31, 2019 2018 Expected stock price volatility 74% - 87% 63% - 86% Risk-free interest rate 1% - 3% 2% - 3% Expected life of option (in years) 6 5 - 7 Estimated dividend yield 0% 0% |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes Loss before income taxes are as follows (in thousands): Year Ended December 31, 2019 2018 Losses before income taxes: U.S. $ (16,174 ) $ (14,177 ) Non-U.S. 163 112 Total $ (16,011 ) $ (14,065 ) The provision (benefit) for income taxes are as follows (in thousands): Year Ended December 31, 2019 2018 Current: $ — $ — Federal — — State — — Foreign — — — — Deferred Federal — — State — — Foreign — — — — Provision (benefit) for income taxes $ — $ — The Company is subject to income taxes under U.S. tax laws. The Company was subject to an Israeli corporate tax rate of 23% in 2018. The Company is The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of H.R. 1/Public Law No. 115-97, known as the Tax Cuts and Jobs Act (the “Tax Act”). SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. As of December 22, 2018, the Company’s accounting for the remeasurement of its deferred tax assets was complete and there were no changes to the amount previously recorded. Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and the valuation allowance recorded against net deferred tax assets. Deferred tax assets and liabilities are determined using the enacted tax rates in effect for the years in which those tax assets are expected to be realized. A valuation allowance is established when it is more likely than not the future realization of all or some of the deferred tax assets will not be achieved. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis, and includes a review of all available positive and negative evidence. Factors reviewed include projections of pre-tax book income for the foreseeable future, determination of cumulative pre-tax book income after permanent differences, earnings history, and reliability of forecasting. Based on its review, the Company concluded that it was more likely than not that they would not realize the benefit of its deferred tax assets in the future. This conclusion was based on historical and projected operating performance, as well as the Company’s expectation that its operations will not generate sufficient taxable income in future periods to realize the tax benefits associated with the deferred tax assets within the statutory carryover periods. Therefore, the Company maintained a full valuation allowance on its deferred tax assets as of December 31, 2019 and 2018. The Company will continue to assess the need for a valuation allowance on its deferred tax assets by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the statement of operations for the period that the adjustment is determined to be required. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2019 2018 Statutory Federal income tax rate $ (3,362 ) $ (2,953 ) State income taxes, net of Federal tax benefits — — Foreign losses — — Tax credits (207 ) (204 ) Change in statutory rates — — Stock-based compensation 141 72 Goodwill impairment 392 Permanent items 4 3 Other 38 90 Change in valuation allowance 2,994 2,992 Total provision for income taxes $ — $ — Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 consisted of the following (in thousands): Year Ended December 31, 2019 2018 Net operating loss carryforwards $ 9,947 $ 7,126 Research and development tax credits 506 299 Accruals and reserves 43 159 Stock compensation 391 301 Depreciation and amortization 116 126 Lease liability 68 — Total deferred tax assets 11,071 8,011 Right-of-use asset (66 ) — Total deferred tax liabilities (66 ) — Less: valuation allowance (11,005 ) (8,011 ) Net deferred tax assets $ — $ — The following table reconciles the beginning and ending amounts of unrecognized tax benefits for the years presented (in thousands): Year Ended December 31, 2019 2018 Gross unrecognized tax benefits at the beginning of the year $ 328 $ 181 Additions from tax positions taken in the current year 214 158 Additions from tax positions taken in prior years 6 — Reductions from tax positions taken in prior years — (11 ) Tax settlements — — Gross unrecognized tax benefits at the end of the year $ 548 $ 328 The deferred income tax assets have been fully offset by a valuation allowance, as realization is dependent on future earnings, if any, the timing and amount of which are uncertain. The net valuation allowance increased by $3.0 million. The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of its net deferred tax assets. The Company primarily considered such factors as its history of operating losses, the nature of the Company’s deferred tax assets, and the timing, likelihood, and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. At present, the Company does not believe that it is more likely than not that the deferred tax assets will be realized; accordingly, a full valuation allowance has been established and no deferred tax asset is shown in the accompanying balance sheets. As of December 31, 2019 and 2018, the Company had federal net operating loss carryforwards of approximately $38.6 million and $25.0 million, respectively, available to reduce future taxable income. As of December 31, 2019 and December 31, 2018, the Company also has state net operating loss carryforwards of $0.9 million. Both the federal and California net operating loss carryforwards incurred before 2018 begin expiring in 2034 if not utilized. The December 31, 2019 and 2018 federal net operating losses of $13.6 million and $12.5 million, respectively, do not expire. As of December 31, 2019 and 2018, the Company had Israeli net operating losses of $8.0 million and $8.2 million, respectively, which carryforward indefinitely. As of December 31, 2019 and 2018, the Company had federal research and development tax credit carryforwards of approximately $764,000 and $420,000, respectively. If not utilized, the carryforwards will begin expiring in 2025. As of December 31, 2019 and 2018, the Company has state research and development credit carryforwards or approximately $264,000 and $161,000, respectively, which do not expire. Pursuant to Internal Revenue Code (“IRC) Sections 382 and 383, annual use of the Company’s net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has not completed an IRC Section 382/383 analysis regarding the limitation of net operating loss and research and development credit carryforwards. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact the Company’s effective tax rate. The Company’s ability to use its remaining net operating loss and tax credit carryforwards may be further limited if the Company experiences a Section 382 ownership change in connection with future changes in the Company’s stock ownership. In the United States, the Company files income tax returns in the U.S. Federal jurisdiction and California. The Company’s tax years for 2016 and forward are subject to examination by the Federal and California tax authorities due to the carryforward of unutilized net operating losses and research and development credits. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. There was no accrued interest and penalties associated with uncertain tax positions as of December 31, 2019 and 2018. The Company has not recorded any interest or penalties in 2019 or 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8. Stockholders’ Equity Equity Distribution Agreement On July 23, 2018, the Company filed a prospectus and prospectus supplement (the “2018 Prospectus”) under which the Company may offer and sell, from time to time, pursuant to an equity distribution agreement with Piper Jaffray & Co., up to $9.8 million in shares of its common stock. As of December 31, 2019, 25,218 shares have been sold under the 2018 Prospectus for gross proceeds of approximately $110,000. As of December 31, 2019, $8.7 million of the $9.8 million shares of common stock remains available to be offered and sold under the 2018 Prospectus. 2019 Equity Offering On April 30, 2019, the Company agreed to sell in a registered direct offering, an aggregate 3,449,112 shares of its common stock to certain investors for gross proceeds of approximately $10.7 million under its effective shelf registration statement on Form S-3 (File No. 333-226286). In a concurrent private placement, the Company also agreed to issue to such investors Series A warrants to purchase up to 3,449,112 shares of its common stock at an exercise price of $4.00 with a term of eighteen months and Series B warrants to purchase up 3,449,112 shares of its common stock at an exercise price of $4.00 with a term of five years. The Series B warrants become exercisable only upon the exercise of the Series A warrants. In addition, the Company agreed to issue to H.C. Wainwright & Co., LLC, the placement agent for the transaction, warrants to purchase up to 172,456 shares of common stock. The placement agent warrants have substantially the same terms as the Series A Warrants, except that the placement agent warrants will have an exercise price equal to $3.86875 and will expire on April 30, 2024. All the warrants issued in connection with the 2019 Equity Offering contained put options that allow the holders of the warrants the right to receive, for each warrant share that would have been issuable upon an exercise immediately prior to the occurrence of an effective change in control event defined as a fundamental transaction, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of common stock for which this warrant is exercisable immediately prior to such fundamental transaction. The Company evaluated the embedded put option contained in the warrants under the guidance of Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging Warrants As of December 31, 2019, a total of 7,070,680 warrants were available for exercise. The following table shows the warrant activity (in thousands): Rollforward of Warrant Activity Registered direct warrants, series A Registered direct warrants, series B Registered direct warrants, placement agent Total Balance as of January 1, 2019 — — — — Warrants issued 3,449,112 3,449,112 172,456 7,070,680 Warrants exercised — — — — Warrants expired — — — — Balance as of December 31, 2019 3,449,112 3,449,112 172,456 7,070,680 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events Warrant Exercise Transaction On January 10, 2020 and January 15, 2020, the Company entered into warrant exercise agreements (the “Exercise Agreements”) with the holders (the “Holders”) of its Series A Warrants and Series B Warrants to purchase shares of the Company’s common stock (collectively, the “Warrants”), previously issued in a private placement by the Company in May 2019, pursuant to which the Holders agreed to exercise in cash their Warrants to purchase an aggregate of 6,898,224 shares of the Company’s common stock at a reduced exercise price of $0.715 per share, plus an additional $0.125 per share for the issuance of the private placement warrants for gross proceeds (before placement agent fees and expenses) to the Company of approximately $5.8 million (the “Exercise Transaction”). The Company intends to use the net proceeds from the Exercise Transaction to fund the ongoing phase 2a clinical trial in acute otitis media, as well as for working capital and other general corporate purposes. Under the Exercise Agreements, the Company also agreed to issue to the Holders new warrants to purchase up to 6,898,224 shares of the Company’s common stock at an exercise price of $0.72 per share, with an exercise period of five and a half years (the “Private Placement Warrants”). The Private Placement Warrants transaction subsequently closed and the Private Placement Warrants were issued on January 14, 2020 with respect to the Warrants exercised on January 10, 2020 and on or about January 17, 2020, with respect to the Warrants exercised on January 15, 2020. The shares of common stock underlying the Warrants are registered for offer and sale under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s effective registration statement on Form S-1 (File No. 333-232011). Common Stock Exchange Agreement On February 13, 2020, the Company entered into an exchange agreement (the “Exchange Agreement”) with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P. and Biotechnology Value Trading Fund OS, L.P. (the “Exchanging Stockholders”), pursuant to which the Exchanging Stockholders exchanged (the “Exchange”) 3,796,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for 3,796 shares of newly designated Series X Convertible Preferred Stock (the “Series X Preferred Stock”). The Company agreed to reimburse the Exchanging Stockholders for their expenses in connection with the Exchange up to a total of $25,000. On February 13, 2020, in connection with the Exchange, the Company filed a Certificate of Designation (the “CoD”) setting forth the preferences, rights and limitations of the Series X Preferred Stock with the Secretary of State of the State of Delaware. Each share of Series X Preferred Stock will be convertible into 1,000 shares of Common Stock at the option of the holder at any time; subject to certain limitations, including, that the holder will be prohibited from converting Series X Preferred Stock into Common Stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares of Common Stock above a conversion blocker, which is initially set at 9.99% of the total Common Stock then issued and outstanding immediately following the conversion of such shares of Series X Preferred Stock. In the event of the Company’s liquidation, dissolution or winding up, holders of Series X Preferred Stock will participate pari passu with any distribution of proceeds to holders of Common Stock. Holders of Series X Preferred Stock are entitled to receive dividends on shares of Series X Preferred Stock equal (on an as-if-converted-to-Common Stock basis) to and in the same form as dividends actually paid on the Common Stock or other junior securities of the Company. Shares of Series X Preferred Stock will generally have no voting rights, except as required by law and except that the consent of a majority of the holders of the outstanding Series X Preferred Stock will be required to amend the terms of the Series X Preferred Stock. The Series X Preferred Stock was issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act. The Exchange was completed on February 19, 2020. Following the Exchange, the Company had 16,069,562 shares of Common Stock outstanding and 3,796 shares of Series X Preferred Stock outstanding, which are convertible into 3,796,000 shares of Common Stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Novus, a Delaware corporation, owns 100% of the issued and outstanding common stock or other ownership interest in Otic Pharma , Ltd., a private limited company organized under the laws of the State of Israel (“Otic”) All significant intercompany accounts and transactions among the entities have been eliminated in consolidation. |
Liquidity and Financial Condition | Liquidity and Financial Condition The Company has experienced recurring net losses and negative cash flows from operating activities since its inception. The Company recorded a net loss of $16.0 million and used $13.9 million of cash in operating activities for the year ended December 31, 2019. As of December 31, 2019, the Company had cash and cash equivalents of $8.8 million, working capital of $8.6 million and an accumulated deficit of $57.6 million. Due to continuing research and development activities, the Company expects to continue to incur net losses into the foreseeable future. In order to continue these activities, the Company will need to raise additional funds through public or private debt and equity financings or strategic collaboration and licensing arrangements. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s common stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. Adequate additional funding may not be available to us on acceptable terms on a timely basis, or at all. During fiscal year 2019, the Company has implemented, and will continue to implement, certain cost cutting measures to reduce its cash flow requirements. Consistent with the actions the Company has taken in the past, it will execute the appropriate steps to enable the continued operation of the business and preservation of the value of its assets beyond the next twelve months, including but not limited to actions such as reduced personnel-related costs, delay or curtailment of the Company’s research and development activities, and other discretionary expenses that are within the Company’s control. These initiatives, if required, may have an adverse impact on the Company’s ability to achieve certain of its planned objectives as it seeks strategic alternatives. On August 8, 2019, the Company received written notice (the “Notification Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company did not meet the minimum closing bid price requirement. On February 6, 2020, the Company received written notice that Nasdaq determined that it is eligible for an additional 180-day extension (the “Extension Letter”), or until August 3, 2020, to regain compliance with the minimum bid price requirement. The Extension Letter does not impact the Company’s listing on the Nasdaq Capital Market at this time. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to August 3, 2020 The Company intends to monitor the closing bid price of its common stock and consider its available options to resolve its noncompliance with the minimum bid price requirement. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or that the Company will otherwise be in compliance with other Nasdaq listing criteria. If the Company fails to regain compliance with the minimum bid requirement or to meet the other applicable continued listing requirements for the Nasdaq Capital Market in the future and Nasdaq determines to delist its common stock, the delisting could adversely affect the market price and liquidity of the Company’s common stock and reduce its ability to raise additional capital. If the Company’s common stock is delisted by Nasdaq, the common stock may be eligible to trade on the OTC Bulletin Board or another market. Any such alternative would likely result in it being more difficult for the Company to raise additional capital through the public or private sale of equity securities and for investors to dispose of, or obtain accurate quotations as to the market value of, the common stock and could result in a decrease in the trading price of the common stock. In addition, there can be no assurance that the common stock would be eligible for trading on any such alternative exchange or markets. At the time of issuance of the consolidated financial statements for the year ended December 31, 2019, the Company concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern for the twelve months from the date of issuance of the consolidated financial statements for the year ended December 31, 2019. The financial information and the consolidated financial statements included in this Annual Report have been prepared on a basis that assumes that we 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. This financial information and these consolidated financial statements do not include any adjustments that may result from an unfavorable outcome of this uncertainty. Our ability to continue as a going concern is dependent upon our ability to successfully secure sources of financing and ultimately achieve profitable operations. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make informed estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to stock-based compensation, accruals for liabilities, operating lease liability, carrying value of goodwill, and other matters that affect the consolidated financial statements and related disclosures. Actual results could differ materially from those estimates under different assumptions or conditions and the differences may be material to the consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash represents cash deposits held at financial institutions. The Company considers all liquid investments purchased with an original maturity of three months or less and that can be liquidated without prior notice or penalty to be cash equivalents. The carrying value of cash equivalents approximates their fair value due to the short-term maturities of these instruments. Cash equivalents are held for the purpose of meeting short-term liquidity requirements, rather than for investment purposes. The Company had no cash equivalents at December 31, 2019 and 2018. |
Fair Value Measurements | Fair Value Measurements Financial assets and liabilities are recorded at fair value. The Company measures the fair value of certain of its financial instruments on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1—Quoted prices (unadjusted) in active markets for identical assets and liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. There have been no transfers of assets for liabilities between these fair value measurement classifications during the periods presented. The Company had no financial instruments, assets or liabilities measured at fair value on a recurring basis at December 31, 2019 and 2018. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties As of December 31, 2019 and 2018, all of the Company’s long-lived assets were located in the United States. Financial instruments that are subject to concentration of credit risk consist primarily of cash equivalents. The Company’s policy is to invest cash in institutional money market funds to limit the amount of credit exposure. At times, the Company maintains cash equivalents in short‑term money market funds and it has not experienced any losses on its cash equivalents. The Company’s products will require approval from the U.S. Food and Drug Administration (“FDA”) and foreign regulatory agencies before commercial sales can commence. There can be no assurance that its products will receive any of these required approvals. The denial or delay of such approvals may impact the Company’s business in the future. In addition, after the approval by the FDA, there is still an ongoing risk of adverse events that did not appear during the product approval process. The Company is subject to risks common to companies in the pharmaceutical industry, including, but not limited to, new technological innovations, clinical development risk, establishment of appropriate commercial partnerships, protection of proprietary technology, compliance with government and environmental regulations, uncertainty of market acceptance of products, product liability, the volatility of its stock price and the need to obtain additional financing. Our facilities and equipment may be affected by natural or man-made disasters. We currently conduct our research, development and management activities in Irvine, California, near known earthquake fault zones. We have taken precautions to safeguard our facilities, equipment and systems, including insurance, health and safety protocols, and off-site storage of computer data. However, our facilities and systems may be vulnerable to earthquakes, fire, storm, power loss, telecommunications failures, physical and software break-ins, software viruses and similar events which could cause substantial delays in our operations, damage or destroy our equipment or inventory, and cause us to incur additional expenses. In addition, the insurance coverage we maintain may not be adequate to cover our losses in any circumstance and may not continue to be available to use on acceptable terms, or at all. |
Reportable Segments | Reportable Segments Operating segments under GAAP are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The CODM is the Company’s Chief Executive Officer and the Company has determined that it operates in one business segment, which is the development of |
Goodwill | Goodwill Goodwill represents the difference between the consideration transferred and the fair value of the net assets acquired under the acquisition method of accounting. Goodwill is not amortized but is evaluated for impairment as of October 1 of each year or if indicators of impairment exist that would, more likely than not, reduce the fair value from its carrying amount. The Company performs its goodwill impairment analysis at the reporting unit level, which aligns with the Company’s reporting structure and availability of discrete financial information. If a quantitative assessment is performed the evaluation includes management estimates of cash flow projections based on internal future projections . Key assumptions for these projections include revenue growth, future gross and operating margin growth, and its weighted cost of capital and terminal growth rates. The revenue and margin growth is based on increased sales of new products as the Company maintains investments in research and development. Additional assumed value creators may include increased efficiencies from capital spending. The resulting cash flows are discounted using a weighted average cost of capital. Operating mechanisms and requirements to ensure that growth and efficiency assumptions will ultimately be realized are also considered in the evaluation, including timing and probability of regulatory approvals for Company products to be commercialized. The Company’s market capitalization is also considered as a part of its analysis. The Company’s annual evaluation for impairment of goodwill consists of one reporting unit. In accordance with the Company’s policy, the Company completed its annual evaluation for impairment as of October 1, 2019 using the qualitative assessment and determined that no impairment existed. However, due to declining market conditions, the Company performed an additional goodwill impairment test as of December 31, 2019 and No impairment was recorded for the year ended 2018. |
Long-Lived Assets | Long-Lived Assets Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Additions, major renewals and improvements are capitalized and repair and maintenance costs are charged to expense as incurred. Leasehold improvements are amortized over the remaining life of the initial lease term or the estimated useful lives of the assets, whichever is shorter. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. Significant management judgment is required in the forecast of future operating results that are used in the preparation of expected cash flows. No impairments of tangible assets have been identified during the years presented. |
Research and Development Expenses | Research and Development Expenses Research and development expenses include personnel and facility-related expenses, outside contracted services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services and non-cash stock-based compensation. Research and development costs are expensed as incurred. Amounts due under contracts with third parties may be either fixed fee or fee for service, and may include upfront payments, monthly payments and payments upon the completion of milestones or receipt of deliverables. Non-refundable advance payments under agreements are capitalized and expensed as the related goods are delivered or services are performed. The Company’s contracts with third parties to perform various clinical trial activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows to its vendors. Payments under the contracts depend on factors such as the achievement of certain events, successful enrollment of patients, and completion of portions of the clinical trial or similar conditions. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. These contracts may be terminated by the Company upon written notice and the Company is generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company estimates its research and development expenses and the related accrual as of each balance sheet date based on the facts and circumstances known to the Company at that time. There have been no material adjustments to the Company’s prior period accrued estimates for clinical trial activities through December 31, 2019. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, preferred stock, and stock options and warrants are considered to be potentially dilutive securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share was the same for the periods presented due to the Company’s net loss position. Year Ended December 31, 2019 2018 (In thousands, except share and per share data) Net loss $ (16,011 ) $ (14,065 ) Net loss per share, basic and diluted $ (1.36 ) $ (1.56 ) Weighted-average number of common shares 11,799,468 9,005,352 The computation of diluted earnings per share excludes stock options, warrants, and restricted stock units that are anti-dilutive. For the year ended December 31, 2019, common share equivalents of 8,770,947 shares were anti-dilutive. For the year ended December 31, 2018, common share equivalents of 974,817 shares were anti-dilutive. |
Stock-based Compensation | Stock-based Compensation For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the grant-date estimated fair value. The fair value of stock options is determined using the Black-Scholes option pricing model, using assumptions which are subjective and require significant judgment and estimation by management. The risk-free rate assumption was based on observed yields from governmental zero-coupon bonds with an equivalent term. The expected volatility assumption was based on historical volatilities of a group of comparable industry companies whose share prices are publicly available. The peer group was developed based on companies in the pharmaceutical industry. The expected term of stock options represents the weighted-average period that the stock options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determined the expected life assumption using the simplified method, which is an average of the options ordinary vesting period and the contractual term. The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not expect to pay dividends at any time in the foreseeable future. The Company recognizes forfeitures on an actual basis and as such did not estimate forfeitures to calculate stock-based compensation. Restricted Stock Units (“RSU”) and Performance-Based Restricted Stock Units (“PRSU”) are measured and recognized based on the quoted market price of our common stock on the date of grant. Effective as of August 1, 2018, the Board of Directors amended the Company’s 2014 Stock Incentive Plan (the “2014 Plan”) and the Company’s 2014 Employee Stock Purchase Plan (the “ESPP” and, together with the 2014 Plan, the “Plans”) to reduce the share reserves under the Plans. These reductions were made to equitably adjust the share reserves in accordance with the terms of the Plans. As a result of these equitable adjustments: (1) the number of shares of common stock authorized for issuance under the 2014 Plan (excluding shares underlying outstanding awards as of August 1, 2018) was reduced to 766,500 shares and the maximum number of shares that can be added to the 2014 Plan under the evergreen provision set forth in Section 4(a)(1)(C) of the 2014 Plan was reduced to 550,000 shares annually; and (2) the number of shares of common stock authorized for future issuance under the ESPP was reduced to 209,500 shares (excluding shares previously issued under the ESPP prior to August 1, 2018) and the maximum number of shares that can be added to the ESPP under the evergreen provision set forth in the ESPP was reduced to 135,000 shares annually. The 2014 Plan and ESPP were amended and restated as of August 1, 2018 to reflect these equitable adjustments. The number of shares reserved for issuance under the 2014 Plan and ESPP were 337,955 and 303,721 shares, respectively, as of December 31, 2019 Stock-based compensation expense related to stock options granted to nonemployees is recognized based on the estimated fair value of the stock options on their grant date, determined using the Black-Scholes option pricing model. The awards generally vest over the period the Company expects to receive services from the nonemployees. Similar to stock options granted to employees, the fair value of stock options granted to nonemployees, is determined using the Black-Scholes option pricing model, involves assumptions that are subjective and require significant judgment and estimation by management. The risk-free rate assumption was based on observed yields from governmental zero-coupon bonds with an equivalent term. The expected volatility assumption was based on historical volatilities of a group of comparable industry companies whose share prices are publicly available. The peer group was developed based on companies in the pharmaceutical industry. The expected term of stock options represents the weighted-average period that the stock options are expected to be outstanding. Because the Company does not have historical exercise behavior on stock options granted to nonemployees, the Company determined the contractual term is the appropriate periods for expected life on stock options granted to nonemployees. The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not expect to pay dividends at any time in the foreseeable future. The Company recognizes forfeitures on an actual basis and as such did not estimate forfeitures to calculate stock-based compensation. |
Income Taxes | Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Tax law and rate changes are reflected in income in the period such changes are enacted. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are calculated at the beginning and end of the year; the change in the sum of the deferred tax asset, valuation allowance and deferred tax liability during the year generally is recognized as a deferred tax expense or benefit. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and the valuation allowance recorded against net deferred tax assets. We assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis and includes a review of all available positive and negative evidence. Factors reviewed include projections of pre-tax book income for the foreseeable future, determination of cumulative pre-tax book income after permanent differences, earnings history, and reliability of forecasting. We have provided a full valuation allowance on our deferred tax assets as of December 31, 2019 and 2018 because we believe it is more likely than not that our deferred tax assets will not be realized as of those dates. The Company evaluates the accounting for uncertainty in income tax recognized in its consolidated financial statements and determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in its consolidated financial statements. For those tax positions where it is “not more likely than not” that a tax benefit will be sustained, no tax benefit is recognized. Where applicable, associated interest and penalties are also recorded. The Company has not accrued any liabilities for any such uncertain tax positions as of December 31, 2019 and 2018. The Company is subject to U.S. federal and state tax authority examinations for all the years since inception due to net operating loss and tax credit carryforwards. The net operating losses and tax credits are subject to adjustment until the statute closes on the year the attributes are ultimately utilized. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential revisions and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. For additional information, see Note 7. Income Taxes |
Recently Issued or Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract 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” In January 2017, the FASB issued ASU No. 2017-04 “ Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), an amendment which modifies the measurement and recognition of credit losses for most financial assets and certain other instruments. The amendment updates the guidance for measuring and recording credit losses on financial assets measured at amortized cost by replacing the “incurred loss” model with an “expected loss” model. Accordingly, these financial assets will be presented at the net amount expected to be collected. The amendment also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. The guidance is effective for fiscal years beginning after December 15, 2019, for public business entities that meet the definition of an SEC filer, excluding entities eligible to be Smaller Reporting Companies (SRCs) as defined by the SEC. For all other public entities, including the Company, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022 . The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. Recently Adopted Accounting Pronouncements On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) The Company elected practical expedients as follows as of January 1, 2019: Practical expedient package The Company has not reassessed whether any expired or existing contracts are, or contain, leases. The Company has not reassessed the lease classification for any expired or existing leases. The Company has not reassessed initial direct costs for any expired or existing leases. Hindsight practical expedient The Company has not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets. As a result of adopting ASC 842 as of January 1, 2019, the Company recorded an operating lease right-of-use asset of $489,000 and related operating lease liability of $491,000, respectively, related to the Company’s office lease, based on the present value of the future lease payments on the date of adoption. No other new accounting pronouncement issued or effective during the fiscal period had or is expected to have a material impact on the Company’s consolidated financial statements or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Common Share Equivalents Included from Computation of Net Loss Per Share | Year Ended December 31, 2019 2018 (In thousands, except share and per share data) Net loss $ (16,011 ) $ (14,065 ) Net loss per share, basic and diluted $ (1.36 ) $ (1.56 ) Weighted-average number of common shares 11,799,468 9,005,352 |
Prepaid Expenses Other Assets_2
Prepaid Expenses Other Assets Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses Other Assets Accrued Expenses And Other Liabilities [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of December 31, 2019 and 2018 (in thousands): As of December 31, 2019 2018 Prepaid insurance $ 734 $ 413 Prepaid clinical 102 208 Prepaid other 45 53 Insurance receivable 245 594 Other current assets 54 36 Total prepaid expenses and other current assets $ 1,180 $ 1,304 |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following as of December 31, 2019 and 2018 (in thousands): As of December 31, 2019 2018 Accrued compensation and related expenses $ 40 $ 742 Accrued clinical 437 735 Accrued professional services 130 194 Accrued vacation 199 160 Accrued other 7 14 Total accrued expenses and other liabilities $ 813 $ 1,845 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill consisted of the following for the years ended December 31, 2019 and 2018 (in thousands): Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Balance as of December 31, 2017 $ 1,867 $ — $ 1,867 Impairments — — — Balance as of December 31, 2018 1,867 — 1,867 Impairments (1,867 ) (1,867 ) Balance as of December 31, 2019 $ 1,867 $ (1,867 ) $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: For the Year Ended December 31, 2019 Operating lease cost (a) $ 196 (a) |
Schedule of Other Information Related to Leases | Other information related to leases was as follows (in thousands, except lease term and discount rate): For the Year Ended December 31, 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 180 Operating lease asset obtained in exchange for lease liability: Operating lease 489 Remaining lease term Operating lease 1.75 Discount rate Operating lease 3.25 % |
Schedule of Future Payments Under Noncancelable Operating Leases | Future payments under noncancelable operating leases having initial or remaining terms of one year or more are as follows for the succeeding fiscal year and thereafter (in thousands): As of December 31, 2019 Years ending 2020 188 2021 146 Total minimum lease payments 334 Less imputed interest (10 ) Present value of lease liabilities 324 Less current portion (180 ) $ 144 |
Schedule of Future Payments Under Noncancelable Operating Leases | As of December 31, 2018 Years ending 2019 180 2020 188 2021 146 Total minimum lease payments $ 514 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option and PRSU Activity | The following table shows the stock option and PRSU activity, as follows: Shares Issuable Under Options and PRSUs Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Outstanding as of January 1, 2018 782,340 $ 14.28 8.8 $ 8.5 Granted 267,950 5.02 Exercised (15,120 ) 4.74 Forfeited / Canceled (60,353 ) 7.31 Outstanding as of December 31, 2018 974,817 12.31 8.2 — Granted 815,400 1.75 PRSUs vested (78,450 ) 4.83 Forfeited / Canceled (11,500 ) 4.41 Outstanding as of December 31, 2019 1,700,267 $ 7.64 8.2 $ — Stock awards vested and expected to vest as of December 31, 2019 1,645,267 $ 7.64 8.2 $ — Options exercisable as of December 31, 2019 882,576 $ 12.49 7.3 $ — |
Schedule of Stock-Based Compensation Expense Related to Stock-Based Awards | Total compensation expense related to all of the Company’s stock-based awards for the years ended December 31, 2019 and 2018 was comprised of the following (in thousands): Year Ended December 31, 2019 2018 Stock-based compensation classified as: Research and development expense $ 343 $ 249 General and administrative expense 965 1,294 Total stock-based compensation expense $ 1,308 $ 1,543 |
Schedule of Assumptions Used in Black-Scholes Option Pricing Model to Determine the Fair Value of Stock Options Granted | The following table presents the assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted in the periods presented Year Ended December 31, 2019 2018 Expected stock price volatility 74% - 87% 63% - 86% Risk-free interest rate 1% - 3% 2% - 3% Expected life of option (in years) 6 5 - 7 Estimated dividend yield 0% 0% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Income Taxes | Loss before income taxes are as follows (in thousands): Year Ended December 31, 2019 2018 Losses before income taxes: U.S. $ (16,174 ) $ (14,177 ) Non-U.S. 163 112 Total $ (16,011 ) $ (14,065 ) |
Summary of Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes are as follows (in thousands): Year Ended December 31, 2019 2018 Current: $ — $ — Federal — — State — — Foreign — — — — Deferred Federal — — State — — Foreign — — — — Provision (benefit) for income taxes $ — $ — |
Reconciliation of U.S. Federal Statutory Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2019 2018 Statutory Federal income tax rate $ (3,362 ) $ (2,953 ) State income taxes, net of Federal tax benefits — — Foreign losses — — Tax credits (207 ) (204 ) Change in statutory rates — — Stock-based compensation 141 72 Goodwill impairment 392 Permanent items 4 3 Other 38 90 Change in valuation allowance 2,994 2,992 Total provision for income taxes $ — $ — |
Schedule of Significant Components Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 consisted of the following (in thousands): Year Ended December 31, 2019 2018 Net operating loss carryforwards $ 9,947 $ 7,126 Research and development tax credits 506 299 Accruals and reserves 43 159 Stock compensation 391 301 Depreciation and amortization 116 126 Lease liability 68 — Total deferred tax assets 11,071 8,011 Right-of-use asset (66 ) — Total deferred tax liabilities (66 ) — Less: valuation allowance (11,005 ) (8,011 ) Net deferred tax assets $ — $ — |
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | The following table reconciles the beginning and ending amounts of unrecognized tax benefits for the years presented (in thousands): Year Ended December 31, 2019 2018 Gross unrecognized tax benefits at the beginning of the year $ 328 $ 181 Additions from tax positions taken in the current year 214 158 Additions from tax positions taken in prior years 6 — Reductions from tax positions taken in prior years — (11 ) Tax settlements — — Gross unrecognized tax benefits at the end of the year $ 548 $ 328 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Warrant Activity | The following table shows the warrant activity (in thousands): Rollforward of Warrant Activity Registered direct warrants, series A Registered direct warrants, series B Registered direct warrants, placement agent Total Balance as of January 1, 2019 — — — — Warrants issued 3,449,112 3,449,112 172,456 7,070,680 Warrants exercised — — — — Warrants expired — — — — Balance as of December 31, 2019 3,449,112 3,449,112 172,456 7,070,680 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Feb. 06, 2020$ / shares | Aug. 08, 2019$ / shares | Dec. 31, 2019USD ($)SegmentReporting_Unitshares | Dec. 31, 2018USD ($)shares | Jan. 01, 2019USD ($) | Aug. 01, 2018shares |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Net loss | $ (16,011,000) | $ (14,065,000) | ||||
Cash used in operating activities | (13,857,000) | (11,893,000) | ||||
Cash and cash equivalents | 8,791,000 | 12,972,000 | ||||
Working capital | 8,600,000 | |||||
Accumulated deficit | $ (57,582,000) | (41,571,000) | ||||
Closing bid price per NASDAQ listing notification letter | $ / shares | $ 1 | |||||
Consecutive business days for closing bid price of common stock | 30 days | |||||
Cash, cash equivalents and restricted cash, maturity period | three months or less | |||||
Cash equivalents | $ 0 | 0 | ||||
Financial assets transfers level 1 to 2 | 0 | 0 | ||||
Financial assets transfers level 2 to 1 | 0 | 0 | ||||
Financial liabilities transfers level 1 to 2 | 0 | 0 | ||||
Financial liabilities transfers level 2 to 1 | $ 0 | 0 | ||||
Number of operating business segments | Segment | 1 | |||||
Number of reporting units | Reporting_Unit | 1 | |||||
Impairment charge | $ 1,867,000 | $ 0 | ||||
Impairment of tangible assets | $ 0 | |||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 8,770,947 | 974,817 | ||||
Tax benefit | $ 0 | |||||
Income tax examination, likelihood of settlement, description | The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. | |||||
Income tax examination, likelihood of settlement, percentage | 50.00% | |||||
Lease, Practical Expedients, Package [true false] | true | |||||
Lease, Practical Expedient, Use of Hindsight [true false] | false | |||||
Operating lease right of use asset | $ 316,000 | |||||
Operating lease liability | $ 324,000 | |||||
ASU 2016-02 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating lease right of use asset | $ 489,000 | |||||
Operating lease liability | $ 491,000 | |||||
2014 Stock Incentive Plan [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of shares of common stock authorized issuance reduced | shares | 766,500 | |||||
Common stock, shares authorized for issuance | shares | 1,700,000 | 337,955 | ||||
2014 Stock Incentive Plan Under Evergreen Provision [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of shares of common stock authorized issuance reduced | shares | 550,000 | |||||
2014 Employee Stock Purchase Plan [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock, shares authorized for issuance | shares | 303,721 | 209,500 | ||||
2014 Employee Stock Purchase Plan Under Evergreen Provision [Member] | Maximum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock, shares authorized for issuance | shares | 135,000 | |||||
Fair Value, Measurements, Recurring [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets measured at fair value | $ 0 | $ 0 | ||||
Liabilities measured at fair value | $ 0 | $ 0 | ||||
Subsequent Event [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Closing bid price per NASDAQ listing notification letter | $ / shares | $ 1 | |||||
Consecutive business days for closing bid price of common stock | 10 days | |||||
Stock market granted additional calendar days | 180 days | |||||
Otic Pharma [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Ownership percentage | 100.00% | |||||
Otic Pharma, Inc. [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Ownership percentage | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Common Share Equivalents Included from Computation of Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (16,011) | $ (14,065) |
Net loss per share, basic and diluted | $ (1.36) | $ (1.56) |
Weighted-average common shares outstanding, basic and diluted | 11,799,468 | 9,005,352 |
Prepaid Expenses Other Assets_3
Prepaid Expenses Other Assets Accrued Expenses and Other Liabilities - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid insurance | $ 734 | $ 413 |
Prepaid clinical | 102 | 208 |
Prepaid other | 45 | 53 |
Insurance receivable | 245 | 594 |
Other current assets | 54 | 36 |
Total prepaid expenses and other current assets | $ 1,180 | $ 1,304 |
Prepaid Expenses Other Assets_4
Prepaid Expenses Other Assets Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued compensation and related expenses | $ 40 | $ 742 |
Accrued clinical | 437 | 735 |
Accrued professional services | 130 | 194 |
Accrued vacation | 199 | 160 |
Accrued other | 7 | 14 |
Total accrued expenses and other liabilities | $ 813 | $ 1,845 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Gross Carrying Amount, Beginning balance | $ 1,867,000 | $ 1,867,000 |
Impairments | (1,867,000) | 0 |
Gross Carrying Amount, Ending balance | 1,867,000 | 1,867,000 |
Accumulated Impairment | (1,867,000) | |
Net Carrying Amount, Beginning balance | $ 1,867,000 | 1,867,000 |
Net Carrying Amount, Ending balance | $ 1,867,000 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment | $ 1,867,000 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019USD ($) | Apr. 30, 2018 | Dec. 31, 2015USD ($) | Nov. 30, 2015USD ($)shares | Sep. 30, 2015ft² | Dec. 31, 2019USD ($)Milestone | Dec. 31, 2018USD ($)Milestone | |
Other Commitments [Line Items] | |||||||
Rental expense | $ 188,000 | $ 170,000 | |||||
Remaining term of office lease | 1 year 9 months | ||||||
Debt outstanding | $ 0 | ||||||
Number of milestones achieved | Milestone | 0 | 0 | |||||
Indemnification obligations amount | $ 0 | ||||||
Contingent liabilities | $ 0 | $ 0 | |||||
Research and Development Expenses [Member] | |||||||
Other Commitments [Line Items] | |||||||
Milestone payment | $ 300,000 | ||||||
License Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Sales based milestone payment | $ 36,000,000 | ||||||
Royalty payment period | 8 years | ||||||
License Agreement [Member] | Maximum [Member] | |||||||
Other Commitments [Line Items] | |||||||
Development and regulatory milestone payments | $ 42,100,000 | ||||||
License Agreement [Member] | Minimum [Member] | |||||||
Other Commitments [Line Items] | |||||||
Sales required to achieve milestone payment | 1,000,000,000 | ||||||
Office of Chief Scientist of Israeli Ministry of Economy and Industry [Member] | |||||||
Other Commitments [Line Items] | |||||||
Grants received | $ 537,000 | ||||||
Scientific Development and Research, Inc. and Otodyne, Inc. [Member] | License Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
License fees paid | $ 750,000 | ||||||
Share issued as consideration | shares | 9,780 | ||||||
Three-year Operating Lease [Member] | |||||||
Other Commitments [Line Items] | |||||||
Operating lease expiration term | 3 years | ||||||
Area of office space | ft² | 5,197 | ||||||
Leases expiration date | Aug. 31, 2018 | ||||||
Leases extension date | Sep. 30, 2021 |
Commitments and Contingencies_2
Commitments and Contingencies - Components of Lease Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 196 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Other Information Related to Leases (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liability: | |
Operating cash flows from operating lease | $ 180 |
Operating lease asset obtained in exchange for lease liability: | |
Operating lease | $ 489 |
Remaining lease term | |
Operating lease | 1 year 9 months |
Discount rate | |
Operating lease | 3.25% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Payments Under Noncancelable Operating Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments And Contingencies Disclosure [Abstract] | ||
2020 | $ 188 | |
2021 | 146 | |
Total minimum lease payments | 334 | |
Less imputed interest | (10) | |
Present value of lease liabilities | 324 | |
Less current portion | (180) | |
Non-current operating lease liability | $ 144 | |
2019 | $ 180 | |
2020 | 188 | |
2021 | 146 | |
Total minimum lease payments | $ 514 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)Plan$ / sharesshares | Dec. 31, 2018USD ($) | Aug. 01, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock compensation plans | Plan | 2 | ||
Common stock reverse stock split ratio | 0.111111111 | ||
Common stock reverse stock split description | one for nine | ||
Aggregate intrinsic value of options exercised | $ | $ 0 | $ 0 | |
Unrecognized stock-based compensation expense | $ | $ 1,300,000 | ||
Unrecognized stock-based compensation expense, recognized over estimated weighted average period | 2 years 2 months 12 days | ||
Stock-based compensation expense | $ | $ 1,308,000 | $ 1,543,000 | |
PRSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ | $ 0 | ||
Number of shares vested | 78,450 | ||
Value of shares vested | $ | $ 379,000 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of exercise prices | $ / shares | $ 119.25 | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of exercise prices | $ / shares | $ 0.67 | ||
2014 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized for issuance | 1,700,000 | 337,955 | |
Maximum annual increase in common stock reserved for future issuance | 1,800,000 | ||
Additional shares of common stock, percentage | 400.00% | ||
Options granted, expiration period | 10 years | ||
Number of shares of common stock authorized issuance reduced | 766,500 | ||
Stock awards available for grant | 337,955 | ||
2007 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options outstanding | 84,612 | ||
Options granted, expiration period | 10 years | ||
2014 Stock Incentive Plan Under Evergreen Provision [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock authorized issuance reduced | 550,000 | ||
2014 Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized for issuance | 303,721 | 209,500 | |
2014 Employee Stock Purchase Plan Under Evergreen Provision [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized for issuance | 135,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option and PRSU Activity (Details) - Stock Option and PRSU [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares Issuable Under Options and PRSU | |||
Outstanding, beginning balance | 974,817 | 782,340 | |
Granted | 815,400 | 267,950 | |
Exercised | (15,120) | ||
PRSUs vested | (78,450) | ||
Forfeited / Canceled | (11,500) | (60,353) | |
Outstanding, ending balance | 1,700,267 | 974,817 | 782,340 |
Stock awards vested and expected to vest as of December 31, 2019 | 1,645,267 | ||
Options exercisable as of December 31, 2019 | 882,576 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning balance | $ 12.31 | $ 14.28 | |
Granted | 1.75 | 5.02 | |
Exercised | 4.74 | ||
PRSUs vested | 4.83 | ||
Forfeited / Canceled | 4.41 | 7.31 | |
Outstanding, ending balance | 7.64 | $ 12.31 | $ 14.28 |
Stock awards vested and expected to vest as of December 31, 2019 | 7.64 | ||
Options exercisable as of December 31, 2019 | $ 12.49 | ||
Weighted Average Remaining Contractual Term (In years) | |||
Outstanding as of January 1, 2018 | 8 years 2 months 12 days | 8 years 2 months 12 days | 8 years 9 months 18 days |
Stock awards vested and expected to vest as of December 31, 2019 | 8 years 2 months 12 days | ||
Options exercisable as of December 31, 2019 | 7 years 3 months 18 days | ||
Aggregate Intrinsic Value | |||
Aggregate intrinsic value, Outstanding | $ 8,500 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Related to Stock-Based Awards (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 1,308 | $ 1,543 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 343 | 249 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 965 | $ 1,294 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Assumptions Used in Black-Scholes Option Pricing Model to Determine the Fair Value of Stock Options Granted (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected stock price volatility, minimum | 74.00% | 63.00% |
Expected stock price volatility, maximum | 77.00% | 86.00% |
Risk-free interest rate, minimum | 1.00% | 2.00% |
Risk-free interest rate, maximum | 3.00% | 3.00% |
Expected life of option (in years) | 6 years | |
Estimated dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected life of option (in years) | 5 years | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected life of option (in years) | 7 years |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Losses before income taxes: | ||
U.S. | $ (16,174) | $ (14,177) |
Non-U.S. | 163 | 112 |
Total | $ (16,011) | $ (14,065) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | ||
Federal Income tax rate | 21.00% | 21.00% |
Net valuation allowance increased | $ 3,000,000 | |
Research and development tax credit carryforwards for federal and state | $ 506,000 | $ 299,000 |
Period for which cumulative change in ownership annual use net operating loss and research and development credit carryforwards | 3 years | |
Accrued interest and penalties associated with uncertain tax positions | $ 0 | 0 |
Interest or penalties recorded during the year | $ 0 | 0 |
Minimum [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Percentage of cumulative change in ownership | 50.00% | |
Domestic Tax Authority [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Federal net operating loss carryforwards | $ 38,600,000 | 25,000,000 |
Net operating loss carryforward expiration period | 2034 | |
Federal net operating loss carryforwards, not to expiration | $ 13,600,000 | 12,500,000 |
Research and development tax credit carryforwards for federal and state | $ 764,000 | 420,000 |
Research and development tax credit carryforwards expiration period | 2025 | |
State and Local Jurisdiction [Member] | ||
Tax Credit Carryforward [Line Items] | ||
State net operating loss carryforwards | $ 900,000 | 900,000 |
Research and development tax credit carryforwards for federal and state | $ 264,000 | $ 161,000 |
Research and development tax credit carryforwards expiration description | As of December 31, 2019 and 2018, the Company has state research and development credit carryforwards or approximately $264,000 and $161,000, respectively, which do not expire. | |
Israeli Tax Authority [Member] | Foreign Country [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Income tax rate | 23.00% | 23.00% |
Foreign operating losses carryforwards | $ 8,000,000 | $ 8,200,000 |
California [Member] | State and Local Jurisdiction [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforward expiration period | 2034 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. Federal Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory Federal income tax rate | $ (3,362) | $ (2,953) |
Tax credits | (207) | (204) |
Stock-based compensation | 141 | 72 |
Goodwill impairment | 392 | |
Permanent items | 4 | 3 |
Other | 38 | 90 |
Change in valuation allowance | $ 2,994 | $ 2,992 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 9,947 | $ 7,126 |
Research and development tax credits | 506 | 299 |
Accruals and reserves | 43 | 159 |
Stock compensation | 391 | 301 |
Depreciation and amortization | 116 | 126 |
Lease liability | 68 | |
Total deferred tax assets | 11,071 | 8,011 |
Right-of-use asset | (66) | |
Total deferred tax liabilities | (66) | |
Less: valuation allowance | $ (11,005) | $ (8,011) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits at the beginning of the year | $ 328 | $ 181 |
Additions from tax positions taken in the current year | 214 | 158 |
Additions from tax positions taken in prior years | 6 | |
Reductions from tax positions taken in prior years | (11) | |
Gross unrecognized tax benefits at the end of the year | $ 548 | $ 328 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 21, 2017 |
Class Of Stock [Line Items] | ||||
Proceeds from issuance of common stock | $ 9,676,000 | $ 7,491,000 | ||
Warrants available for exercise | 7,070,680 | 0 | ||
2019 Equity Offering [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock shares agreed to sell | 3,449,112 | |||
Common stock shares agreed to sell, gross proceeds value | $ 10,700,000 | |||
Series A Warrants [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants available for exercise | 3,449,112 | 0 | ||
Series B Warrants [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants available for exercise | 3,449,112 | 0 | ||
Private Placement [Member] | Series A Warrants [Member] | 2019 Equity Offering [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrant exercise price per share | $ 4 | |||
Warrants exercisable term | 18 months | |||
Private Placement [Member] | Series B Warrants [Member] | 2019 Equity Offering [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrant exercise price per share | $ 4 | |||
Warrants exercisable term | 5 years | |||
Placement Agent [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants available for exercise | 172,456 | 0 | ||
Placement Agent [Member] | 2019 Equity Offering [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrant exercise price per share | $ 3.86875 | |||
Warrants offering price maturity date | Apr. 30, 2024 | |||
Common Stock [Member] | Private Placement [Member] | Series A Warrants [Member] | Maximum [Member] | 2019 Equity Offering [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants to issue shares of common stock | 3,449,112 | |||
Common Stock [Member] | Private Placement [Member] | Series B Warrants [Member] | Maximum [Member] | 2019 Equity Offering [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants to issue shares of common stock | 3,449,112 | |||
Piper Jaffray & Co. [Member] | Equity Distribution Agreement [Member] | ||||
Class Of Stock [Line Items] | ||||
Equity distribution agreement maximum value of common shares issuable | $ 8,700,000 | $ 9,800,000 | ||
Piper Jaffray & Co. [Member] | Equity Distribution Agreement [Member] | Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock number of shares issued | 25,218 | |||
Proceeds from issuance of common stock | $ 110,000 | |||
H.C. Wainwright & Co., LLC, [Member] | Common Stock [Member] | Placement Agent [Member] | Maximum [Member] | 2019 Equity Offering [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants to issue shares of common stock | 172,456 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Activity (Detail) | 12 Months Ended |
Dec. 31, 2019shares | |
Class Of Warrant Or Right [Line Items] | |
Balance as of January 1, 2019 | 0 |
Warrants issued | 7,070,680 |
Warrants exercised | 0 |
Warrants expired | 0 |
Balance as of December 31, 2019 | 7,070,680 |
Registered Direct Warrants, Series A [Member] | |
Class Of Warrant Or Right [Line Items] | |
Balance as of January 1, 2019 | 0 |
Warrants issued | 3,449,112 |
Warrants exercised | 0 |
Warrants expired | 0 |
Balance as of December 31, 2019 | 3,449,112 |
Registered Direct Warrants, Series B [Member] | |
Class Of Warrant Or Right [Line Items] | |
Balance as of January 1, 2019 | 0 |
Warrants issued | 3,449,112 |
Warrants exercised | 0 |
Warrants expired | 0 |
Balance as of December 31, 2019 | 3,449,112 |
Registered Direct Warrants, Placement Agent [Member] | |
Class Of Warrant Or Right [Line Items] | |
Balance as of January 1, 2019 | 0 |
Warrants issued | 172,456 |
Warrants exercised | 0 |
Warrants expired | 0 |
Balance as of December 31, 2019 | 172,456 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Feb. 13, 2020 | Jan. 15, 2020 | Feb. 19, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares outstanding | 12,967,338 | 9,422,143 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares outstanding | 16,069,562 | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Convertible preferred stock, shares issued upon conversion | 3,796,000 | ||||
Subsequent Event [Member] | Series X Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, shares outstanding | 3,796 | ||||
Subsequent Event [Member] | Warrant Exercise Agreements [Member] | Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants to purchase common stock | 6,898,224 | ||||
Warrant reduced exercise price per share | $ 0.715 | ||||
Warrant additional exercise price per share | $ 0.125 | ||||
Common stock shares gross proceeds value | $ 5,800,000 | ||||
Subsequent Event [Member] | Warrant Exercise Agreements [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrant exercise price per share | $ 0.72 | ||||
Warrants exercisable term | 5 years 6 months | ||||
Subsequent Event [Member] | Warrant Exercise Agreements [Member] | Common Stock [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants to purchase common stock | 6,898,224 | ||||
Subsequent Event [Member] | Exchange Agreement [Member] | Exchanging Stockholders [Member] | |||||
Subsequent Event [Line Items] | |||||
Reimbursement of expenses | $ 25,000 | ||||
Conversion of stock blocker provision percentage | 9.99% | ||||
Subsequent Event [Member] | Exchange Agreement [Member] | Exchanging Stockholders [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Conversion of stock, shares converted | 3,796,000 | ||||
Common stock, par value | $ 0.001 | ||||
Convertible preferred stock, shares issued upon conversion of each share | 1,000 | ||||
Subsequent Event [Member] | Exchange Agreement [Member] | Exchanging Stockholders [Member] | Series X Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Conversion of stock, shares issued | 3,796 |