Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38418 | |
Entity Registrant Name | COCRYSTAL PHARMA, INC. | |
Entity Central Index Key | 0001412486 | |
Entity Tax Identification Number | 35-2528215 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 19805 North Creek Parkway | |
Entity Address, City or Town | Bothell | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98011 | |
City Area Code | (786) | |
Local Phone Number | 459-1831 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | COCP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 97,468,755 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 61,644,000 | $ 33,010,000 |
Restricted cash | 50,000 | 50,000 |
Accounts receivable | 556,000 | |
Prepaid expenses and other current assets | 747,000 | 399,000 |
Total current assets | 62,441,000 | 34,015,000 |
Property and equipment, net | 493,000 | 591,000 |
Deposits | 46,000 | 46,000 |
Operating lease right-of-use assets, net (including $167 and $37, respectively, to related party) | 526,000 | 498,000 |
Goodwill | 19,092,000 | 19,092,000 |
Total assets | 82,598,000 | 54,242,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 961,000 | 1,080,000 |
Current maturities of finance lease liabilities | 29,000 | 39,000 |
Current maturities of operating lease liabilities (including $167 and $39, respectively, to related party) | 204,000 | 178,000 |
Derivative liabilities | 34,000 | 61,000 |
Total current liabilities | 1,228,000 | 1,358,000 |
Long-term liabilities: | ||
Finance lease liabilities | 14,000 | 34,000 |
Operating lease liabilities | 344,000 | 345,000 |
Total long-term liabilities | 358,000 | 379,000 |
Total liabilities | 1,586,000 | 1,737,000 |
Commitments and contingencies (note 9) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 150,000 and 100,000 shares authorized; 97,469 and 70,439 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 98,000 | 71,000 |
Additional paid-in capital | 336,322,000 | 297,342,000 |
Accumulated deficit | (255,408,000) | (244,908,000) |
Total stockholders’ equity | 81,012,000 | 52,505,000 |
Total liabilities and stockholders’ equity | $ 82,598,000 | $ 54,242,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Related party operating lease right of use assets | $ 167 | $ 37 |
Related party operating lease liabilities current | $ 167 | $ 39 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 100,000,000 |
Common stock, shares issued | 97,468,755 | 70,438,755 |
Common stock, shares outstanding | 97,468,755 | 70,438,755 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Collaboration revenue | $ 489,000 | $ 1,504,000 | ||
Operating expenses: | ||||
Research and development | 2,165,000 | 2,077,000 | 6,489,000 | 5,336,000 |
General and administrative | 1,788,000 | 1,121,000 | 4,030,000 | 4,288,000 |
Total operating expenses | 3,953,000 | 3,198,000 | 10,519,000 | 9,624,000 |
Loss from operations | (3,953,000) | (2,709,000) | (10,519,000) | (8,120,000) |
Other income (expense): | ||||
Interest expense, net | (1,000) | (2,000) | (4,000) | (6,000) |
Foreign exchange loss | (4,000) | (4,000) | ||
Change in fair value of derivative liabilities | 17,000 | 41,000 | 27,000 | (29,000) |
Total other income (expense), net | 12,000 | 39,000 | 19,000 | (35,000) |
Net loss | $ (3,941,000) | $ (2,670,000) | $ (10,500,000) | $ (8,155,000) |
Net loss per common share, basic and diluted | $ (0.04) | $ (0.05) | $ (0.12) | $ (0.16) |
Weighted average number of common shares outstanding, basic and diluted | 97,469 | 57,555 | 85,301 | 50,491 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 36 | $ 260,932 | $ (235,260) | $ 25,708 |
Beginning balance, shares at Dec. 31, 2019 | 35,150,000 | |||
Stock-based compensation | 107 | 107 | ||
Sale of common stock, net of transaction costs | $ 17 | 16,589 | 16,606 | |
Sale of common stock, net of transaction costs, shares | 16,991 | |||
Net loss | (1,990) | (1,990) | ||
Ending balance, value at Mar. 31, 2020 | $ 53 | 277,628 | (237,250) | 40,431 |
Ending balance, shares at Mar. 31, 2020 | 52,141,000 | |||
Beginning balance, value at Dec. 31, 2019 | $ 36 | 260,932 | (235,260) | 25,708 |
Beginning balance, shares at Dec. 31, 2019 | 35,150,000 | |||
Net loss | (8,155) | |||
Ending balance, value at Sep. 30, 2020 | $ 69 | 293,523 | (243,415) | 50,177 |
Ending balance, shares at Sep. 30, 2020 | 68,564,000 | |||
Beginning balance, value at Mar. 31, 2020 | $ 53 | 277,628 | (237,250) | 40,431 |
Beginning balance, shares at Mar. 31, 2020 | 52,141,000 | |||
Stock-based compensation | 119 | 119 | ||
Net loss | (3,495) | (3,495) | ||
Ending balance, value at Jun. 30, 2020 | $ 53 | 277,747 | (240,745) | 37,055 |
Ending balance, shares at Jun. 30, 2020 | 52,141,000 | |||
Stock-based compensation | 237 | 237 | ||
Sale of common stock, net of transaction costs | $ 16 | 15,539 | 15,555 | |
Sale of common stock, net of transaction costs, shares | 16,423 | |||
Net loss | (2,670) | (2,670) | ||
Ending balance, value at Sep. 30, 2020 | $ 69 | 293,523 | (243,415) | 50,177 |
Ending balance, shares at Sep. 30, 2020 | 68,564,000 | |||
Beginning balance, value at Dec. 31, 2020 | $ 71 | 297,342 | (244,908) | 52,505 |
Beginning balance, shares at Dec. 31, 2020 | 70,439,000 | |||
Stock-based compensation | 219 | 219 | ||
Sale of common stock, net of transaction costs | $ 1 | 2,071 | 2,072 | |
Sale of common stock, net of transaction costs, shares | 1,030 | |||
Net loss | (2,738) | (2,738) | ||
Ending balance, value at Mar. 31, 2021 | $ 72 | 299,632 | (247,646) | 52,058 |
Ending balance, shares at Mar. 31, 2021 | 71,469,000 | |||
Beginning balance, value at Dec. 31, 2020 | $ 71 | 297,342 | (244,908) | 52,505 |
Beginning balance, shares at Dec. 31, 2020 | 70,439,000 | |||
Net loss | (10,500) | |||
Ending balance, value at Sep. 30, 2021 | $ 98 | 336,322 | (255,408) | 81,012 |
Ending balance, shares at Sep. 30, 2021 | 97,469,000 | |||
Beginning balance, value at Mar. 31, 2021 | $ 72 | 299,632 | (247,646) | 52,058 |
Beginning balance, shares at Mar. 31, 2021 | 71,469,000 | |||
Stock-based compensation | 78 | 78 | ||
Sale of common stock, net of transaction costs | $ 26 | 36,407 | 36,433 | |
Sale of common stock, net of transaction costs, shares | 26,000 | |||
Net loss | (3,821) | (3,821) | ||
Ending balance, value at Jun. 30, 2021 | $ 98 | 336,117 | (251,467) | 84,748 |
Ending balance, shares at Jun. 30, 2021 | 97,469,000 | |||
Stock-based compensation | 205 | 205 | ||
Net loss | (3,941) | (3,941) | ||
Ending balance, value at Sep. 30, 2021 | $ 98 | $ 336,322 | $ (255,408) | $ 81,012 |
Ending balance, shares at Sep. 30, 2021 | 97,469,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net loss | $ (10,500) | $ (8,155) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 142 | 112 |
Amortization of right of use assets | 143 | 133 |
Stock-based compensation | 502 | 463 |
Payments on operating lease liabilities | (146) | (131) |
Change in fair value of derivative liabilities | (27) | 29 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 550 | 63 |
Prepaid expenses and other current assets | (342) | (318) |
Deposits | 4 | |
Accounts payable and accrued expenses | (119) | 351 |
Net cash used in operating activities | (9,797) | (7,449) |
Investing activities: | ||
Purchases of property and equipment | (44) | (239) |
Net cash used in investing activities | (44) | (239) |
Financing activities: | ||
Payments on finance lease liabilities | (30) | (110) |
Proceeds from sale of common stock, net of transaction costs | 38,505 | 32,161 |
Net cash provided by financing activities | 38,475 | 32,051 |
Net increase in cash and restricted cash | 28,634 | 24,363 |
Cash and restricted cash at beginning of period | 33,060 | 7,468 |
Cash and restricted cash at end of period | 61,694 | 31,831 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Recognition of finance lease right-of-use asset and liability | 77 | |
Recognition of operating lease right-of-use asset and liability | $ 171 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Cocrystal Pharma, Inc. (“we”, the “Company” or “Cocrystal”), a clinical stage biopharmaceutical company incorporated in Delaware, has been developing novel technologies and approaches to create first-in-class or best-in-class antiviral drug candidates since its initial funding in 2008. Our focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating our research and development efforts on viral replication inhibitors, we plan to leverage our infrastructure and expertise in these areas. The Company’s activities since inception have principally consisted of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs, obtaining regulatory approvals of its products and, ultimately, the attainment of profitable operations is dependent on future events, including, among other things, its ability to access potential markets, secure financing, develop a customer base, attract, retain and motivate qualified personnel, and develop strategic alliances. Through September 30, 2021, the Company has primarily funded its operations through equity offerings. In September 2021, the Company opened a wholly owned foreign subsidiary in Australia named Cocrystal Pharma Australia, Ltd (“Cocrystal Australia”) with the objective of operating clinical trials in Australia. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X set forth by the Securities and Exchange Commission (“SEC”). They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods presented are not necessarily indicative of the results of operations for the entire fiscal year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020 filed on March 17, 2021 (“Annual Report”). Principles of Consolidation The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: RFS Pharma, LLC, Cocrystal Discovery, Inc., Cocrystal Pharma Australia Pty Ltd. and Cocrystal Merger Sub, Inc. Intercompany transactions and balances have been eliminated. Segments The Company operates in only one Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards and derivative liabilities, recoverability of deferred tax assets, estimated useful lives of fixed assets, and forecast assumptions used in the valuation of goodwill. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts held at two U.S. financial institutions, which may, at times, exceed federally insured limits of $ 250,000 61,577,000 33,010,000 50,000 Foreign Currency Transactions The Company and its subsidiaries use the US dollar as functional currency. Foreign currency transactions are initially measured and recorded in the functional currency using the exchange rate on the date of the transaction. Foreign exchange gains and losses arising from settlement of foreign currency transactions are recognized in profit and loss. Cocrystal Australia maintains its records in Australian dollar. The monetary assets and liabilities of Cocrystal Australia are remeasured into the functional currency using the closing rate at the end of every reporting period. All nonmonetary assets and liabilities and related profit and loss accounts are remeasured into the functional currency using the historical exchange rates. Profit and loss accounts, other than those that are remeasured using the historical exchange rates, are remeasured into the functional currency using the average exchange rate for the period. Foreign exchange gains and losses arising from the remeasurement into the functional currency is recognized in profit and loss. Fair Value Measurements FASB Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company categorizes its cash and restricted cash as Level 1 fair value measurements. The Company categorizes its warrants potentially settleable in cash as Level 2 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as component of stockholders’ equity. The warrants are valued using the Black-Scholes option pricing model as discussed in Note 7 – Warrants. At September 30, 2021 and December 31, 2020, the carrying amounts of financial assets and liabilities, such as cash, accounts receivable, other assets, and accounts payable and accrued expenses approximate their fair values due to their short-term nature. The carrying values of notes payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company’s derivative liabilities are considered Level 2 measurements. Goodwill In November 2014, goodwill was recorded in connection with the acquisition of RFS Pharma. We evaluate goodwill for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit’s goodwill is less than its carrying value, we then would proceed with the quantitative impairment test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value. Fair value is typically estimated using an income approach based on the present value of future discounted cash flows. The significant estimates in the discounted cash flow model primarily include the discount rate, and rates of future revenue and expense growth and/or profitability of the acquired assets. In performing the impairment test, the Company considered, among other factors, the Company’s intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of Cocrystal’s product candidates. At September 30, 2021, the Company had goodwill of $ 19,092,000 Based on management’s assessment at September 30, 2021, no impairment of Goodwill is required. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. Research and Development Expenses All research and development costs are expensed as incurred. Revenue Recognition The Company recognizes revenue from research and development arrangements. In accordance with Accounting Standards Codification (“ASC”) Topic 606– Revenue from Contracts with Customers In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 On January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”) with Merck to discover and develop certain proprietary influenza A/B antiviral agents. Under the terms of the Collaboration Agreement, Merck will fund research and development for the program, including clinical development, and will be responsible for worldwide commercialization of any products derived from the collaboration. The Company recognized revenue for the nine months ended September 30, 2020 of $ 1,504,000 556,000 Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. As of September 30, 2021, the Company assessed its income tax expense based on its projected future taxable income for the year ending December 31, 2021 and therefore recorded no amount for income tax expense for the nine months ended September 30, 2021. In addition, the Company has significant deferred tax assets available to offset income tax expense due to net operating loss carry forwards which are currently subject to a full valuation allowance based on the Company’s assessment of future taxable income. Refer to our Annual Report on Form 10-K for the year ended December 31, 2020 for more information. Stock-Based Compensation The Company recognizes compensation expense using a fair value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense over the requisite service period on a straight-line basis. Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate. The Company estimates volatility using a blend of its own historical stock price volatility as well as that of market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected term of the options is estimated by using the Securities and Exchange Commission Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term Share Issuance Costs The Company accounts for direct and incremental costs related to the issuance of its capital stock as a reduction in the proceeds from such issuances. Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity Net Income (Loss) per Share The Company accounts for and discloses net income (loss) per common share in accordance with FASB ASC Topic 260, Earnings Per Share As of September 30, 2021, and 2020, the Company had total outstanding options of 2,475,000 1,801,000 243,000 243,000 Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment are recorded at cost and depreciated over the estimated useful lives of the underlying assets (three to five years) using the straight-line method. As of September 30, 2021, and December 31, 2020, property and equipment consists of (in thousands): Schedule of Property and Equipment September 30, 2021 December 31, 2020 Lab equipment $ 1,532 $ 1,498 Finance lease right-of-use lab equipment 211 211 Computer and office equipment 131 120 Total property and equipment 1,874 1,829 Less: accumulated depreciation and amortization (1,381 ) 1,238 Property and equipment, net $ 493 $ 591 Total depreciation and amortization expense was $ 47,000 142,000 6,000 18,000 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 4. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands) as of: Schedule of Accounts Payable and Accrued Expenses September 30, 2021 December 31, 2020 Accounts payable $ 491 $ 657 Accrued compensation 158 126 Accrued other expenses 312 297 Total accounts payable and accrued expenses $ 961 $ 1,080 Accounts payable and accrued other expenses contain unpaid general and administrative expenses and costs related to research and development that have been billed and estimated unbilled, respectively, as of period-end. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock | 5. Common Stock The Company had 150,000,000 100,000,000 0.001 97,468,755 70,438,755 On August 6, 2021, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation pursuant to which the number of shares of common stock the Company is authorized to issue was increased from 100,000,000 150,000,000 The holders of common stock are entitled to one vote for each share of common stock held. On January 31, 2020, the Company closed a public offering of its common stock totaling 3,492,063 0.63 1.5 On February 28, 2020, the Company closed a public offering of its common stock totaling 8,461,540 1.30 10.1 On March 10, 2020, the Company closed a public offering of its common stock totaling 5,037,038 1.35 5.0 On July 1, 2020, the Company entered into an At-The-Market Offering Agreement (“ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may issue and sell over time and from time to time, to or through Wainwright, up to $ 10,000,000 During January 2021, the Company sold 1,030,000 2,072,000 On May 7, 2021, the Company closed an underwritten public offering of 26,000,000 1.54 36.4 |
Stock Based Awards
Stock Based Awards | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Awards | 6. Stock Based Awards Equity Incentive Plans The Company adopted an equity incentive plan in 2007 (the “2007 Plan”). The 2007 Plan has expired and the Company no longer issues any awards under the 2007 Plan. As of September 30, 2021, there are 18,808 The Company adopted a second equity incentive plan in 2015 (the “2015 Plan”) under which 10,000,000 ten years 5,000,000 10,000,000 7,543,200 In July 2021, the Compensation Committee of the Company’s Board of Directors granted a total of 1,037,000 stock options with a fair value of $ 964,000 effective as of July 16, 2021. This follows action, taken by the Board in April 2021 and later by the stockholders in June 2021, to amend the Company’s 2015 Equity Incentive Plan. The Company granted the stock options to Directors, Executives, employees, and consultants. The options are ten-year incentive stock options exercisable at $ 1.11 The following table summarizes stock option transactions for the 2007 Plan and 2015 Plan, collectively, for the nine months ended September 30, 2021 (in thousands, except per share amounts): Schedule of Share-based Compensation, Stock Options, Activity Number of Total Weighted Aggregate Balance at December 31, 2020 2,263 1,779 $ 2.53 $ - Increase in authorized options 5,000 - - - Exercised - - - - Granted (1,037 ) 1,037 1.11 - Expired 976 - - - Cancelled 341 (341 ) 2.15 - Balance at September 30, 2021 7,543 2,475 $ 1.99 - During the nine months ended September 30, 2020 the Company granted stock options to officers, directors, employees and consultants to purchase a total of 878,000 The options have an exercise price of $ 1.33 ten years 944,000 The Company accounts for share-based awards to employees and nonemployee directors Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ASC 718 205,000 502,000 237,000 463,000 The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions: Schedule of Weighted Average Assumptions Used for Grants Nine Months Ended September 30, 2021 2020 Risk-Free interest rate 0.91 % 0.43 % Expected dividend yield 0.00 % 0.00 % Expected volatility 114.62 % 107.45 % Expected term (in years) 5.8 5.9 As of September 30, 2021, there was approximately $ 1,514,000 1.3 2,475,639 0 1.99 8.2 926,938 0 3.11 6.5 The aggregate intrinsic value of outstanding and exercisable options at September 30, 2021 was calculated based on the closing price of the Company’s common stock as reported on The Nasdaq Capital Market on September 30, 2021 of $ 1.05 Common Stock Reserved for Future Issuance On August 6, 2021, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation pursuant to which the number of shares of common stock the Company is authorized to issue was increased from 100,000,000 150,000,000 The following table presents information concerning common stock available for future issuance (in thousands) as of: Schedule of Common Stock Reserved Future Issuance September 30, 2021 September 30, 2020 Stock options issued and outstanding 2,475 1,801 Shares authorized for future option grants 7,543 2,718 Warrants outstanding 243 243 Total 10,261 4,762 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Warrants | 7. Warrants The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the nine months ended September 30, 2021 (in thousands): Summary of Warrant Activity Warrants Accounted for as: Equity Warrants Accounted for as: Liabilities May 2018 October 2013 January 2014 Total Outstanding, December 31, 2020 84 26 133 243 Exercised - - - - Granted - - - - Expired - - - - Outstanding, September 30, 2021 84 26 133 243 Expiration date: October 27, 2022 October 24, 2023 January 16, 2024 Warrants Classified as Liabilities Liability-classified warrants consist of warrants issued by Biozone Pharmaceuticals, Inc. (“Biozone”), the company’s predecessor, in connection with equity financings in October 2013 and January 2014, which were assumed by the Company in connection with its merger with Biozone in January 2014. Warrants accounted for as liabilities have the potential to be settled in cash or are not indexed to the Company’s own stock. The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the condensed consolidated statement of operations as changes in fair value of derivative liabilities. The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of September 30, 2021: Schedule of Fair Value of Warrants Classified as Liabilities October 2013 January 2014 Strike price $ 15.00 $ 15.00 Expected dividend yield 0.00 % 0.00 % Contractual term (years) 2.1 2.3 Cumulative volatility 130.84 % 127.99 % Risk-free rate 0.09 % 0.11 % Value per warrants $ 0.19 $ 0.22 Aggregate value $ 5,031 $ 28,969 The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2020: October 2013 January 2014 Strike price $ 15.00 $ 15.00 Expected dividend yield 0.00 % 0.00 % Contractual term (years) 2.8 3.0 Cumulative volatility 119.18 % 116.65 % Risk-free rate 0.16 % 0.18 % Value per warrants $ 0.36 $ 0.38 Aggregate value $ 9,406 $ 51,151 The Company estimates volatility using its own historical stock price volatility. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero-coupon rates in effect at the balance sheet date. The dividend yield used in the pricing model is zero, because the Company has no present intention to pay cash dividends. |
Licenses and Collaborations
Licenses and Collaborations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Licenses and Collaborations | 8. Licenses and Collaborations Merck Sharp & Dohme Corp. On January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”) with Merck to discover and develop certain proprietary influenza A/B antiviral agents. Under the terms of the Collaboration Agreement, Merck funds research and development for the program, including clinical development, and will be responsible for worldwide commercialization of any products derived from the collaboration. Cocrystal is eligible to receive payments related to designated development, regulatory and sales milestones with the potential to earn up to $ 156,000,000 Kansas State University Research Foundation Cocrystal entered into a License Agreement with Kansas State University Research Foundation (the “Foundation”) on February 18, 2020 to further develop certain proprietary broad-spectrum antiviral compounds for the treatment of Norovirus and Coronavirus infections. Pursuant to the terms of the License Agreement, the Foundation granted the Company an exclusive royalty bearing license to practice under certain patent rights, under patent applications covering antivirals against coronaviruses, caliciviruses, and picornaviruses, and related know-how, including to make and sell therapeutic, diagnostic and prophylactic products. The Company agreed to pay the Foundation a one-time non-refundable license initiation fee of $ 80,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Commitments In the ordinary course of business, the Company enters into non-cancelable leases to purchase equipment and for its facilities, including related party leases (see Note 10 – Transactions with Related Parties). Leases are accounted for as operating leases or finance leases, in accordance with ASC 842, Leases Operating Leases The Company leases office space in Miami, Florida and research and development laboratory space in Bothell, Washington under operating leases that expire on August 31, 2024 January 31, 2024 7.20 2.5 The following table summarizes the Company’s maturities of operating lease liabilities, by year and in aggregate, as of September 30, 2021 (in thousands): Schedule of Maturities of Lease Liabilities 2021 (excluding the nine months ended September 30, 2021) $ 58 2022 239 2023 246 Thereafter 58 Total operating lease payments 601 Less: present value discount 53 Total operating lease liabilities $ 548 The operating lease liabilities summarized above do not include variable common area maintenance (CAM) charges, which are contractual liabilities under the Company’s Bothell, Washington lease. CAM charges for the Bothell, Washington facility are calculated annually based on actual common expenses for the building incurred by the lessor and proportionately billed to tenants based on leased square footage. For nine months ended September 30, 2021 and 2020, approximately $ 58,000 54,000 The minimum lease payments above include the amounts that would be paid if the Company maintains its Bothell lease for the five-year term, starting February 2019. The Company has the right to terminate this lease after three years on January 31, 2022, by giving prior notice at least nine months before the early termination date and by paying a termination fee equal to the sum of unamortized leasing commissions and reimbursement for tenant improvements provided by the landlord amortized at 8.0% over the extended term. On September 1, 2021, the Company entered into a three-year lease extension with a limited liability company controlled by Dr. Phillip Frost, a director and a principal stockholder of the Company (see Note 10 – Transactions with Related Parties). On an annualized basis, straight-line rent expense is approximately $ 62,000 For the nine months ended September 30, 2021 and 2020, operating lease expense, excluding short-term leases, finance leases and CAM charges, totaled approximately $ 172,000 171,000 44,000 Finance Leases In November 2018, the Company entered into lease agreements to acquire lab equipment with 36 1,000 36 2,000 8.0 1.4 The following table summarizes the Company’s maturities of finance lease liabilities, by year and in aggregate, as of September 30, 2021 (in thousands): Schedule of Maturities of Finance Lease 2021 (excluding the nine months ended September 30, 2021) $ 10 2022 29 2023 7 Total finance lease payments 46 Less: present value discount (3 ) Total finance lease liabilities $ 43 The leased lab equipment is depreciable over five years 74,000 18,000 211,000 119,000 Contingencies Liberty Insurance Underwriters Inc. filed suit against us in federal court in Delaware seeking a declaratory judgment that there was no insurance coverage for any settlement, judgment, or defense costs in the class and derivative litigation, that the monies totaling approximately $ 1 In November 2017, Lee Pederson, a former Biozone lawyer, filed a lawsuit in the U.S. District Court in Minnesota against co-defendants the Company, Dr. Phillip Frost, OPKO Health, Inc. and Brian Keller alleging that defendants engaged in wrongful conduct related to Biozone, including causing Biozone to enter into an allegedly improper licensing agreement and engaged in alleged market manipulation (“Pederson I”). On September 13, 2018, the United States District Court granted the Company and its co-defendants’ motion to dismiss Pederson’s amended complaint in Pederson I for lack of personal jurisdiction in Minnesota. On October 11, 2018, Pederson filed a notice of appeal with the United States Court of Appeals for the Eighth Circuit. The plaintiff’s appeal was denied and the dismissal of Pederson I affirmed in March 2020. Meanwhile, in July 2019, Lee Pederson had filed another lawsuit in the U.S. District Court in Minnesota against co-defendants the Company, Dr. Frost, and Daniel Fisher (“Pederson II”). In his complaint in Pederson II, Pederson alleges tortious interference by the Company and Dr. Frost with an alleged collaboration agreement between Mr. Pederson and Mr. Fisher. In Pederson II, Mr. Pederson seeks damages in the amount of $ 800,000 In a complaint dated September 13, 2021 filed by Pederson in Minnesota State Court captioned Lee Pederson v. Harvey Kesner, Barry Honig, Michael Brauser, Steven Rubin, Jane Hsiao, Brian Keller and Opko Health, Inc., Pederson asserts similar claims to those Pederson asserted in Pederson II, against the individuals so named as defendants as set forth in the immediately above-mentioned caption. The Company is not named as a defendant in the September 13th filing; however, the Company is repeatedly mentioned in that lawsuit as allegedly participating with the individuals so named as defendants. Mr. Rubin is a director of the Company and Dr. Hsiao is a former director. The Company understands that defendant Opko Health, Inc. is defending them. The Company has previously entered into Indemnification Agreements with each of Mr. Rubin and Dr. Hsiao. While the Company intends to defend itself vigorously from the claims in the aforementioned disputes, it is unable to predict the outcome of these legal proceedings. Any potential loss as a result of these legal proceedings cannot be reasonably estimated. As a result, the Company has not recorded a loss contingency for any of the aforementioned claims. COVID-19 Our administrative and finance activities are fully functional out of our Miami, Florida location and our research laboratory in Bothell, Washington remains open for essential operations while meeting COVID-19 quarantine challenges. Our scientists are also able to continue working remotely and we remain committed to meeting our corporate and development milestones throughout the year. We have experienced delays in our supply chain and with service partners as a result of the COVID-19 pandemic, including recent raw material and test animal shortages affecting our research and development efforts. Also because of the unknown impact from the COVID-19 pandemic, it may have unanticipated material adverse effects on us in a number of ways including: ● If our scientists and other personnel (or their family members) are infected with the virus, it may hamper our ability to engage in ongoing research activities; ● Similarly, we rely on third parties who can be similarly impacted; ● If these third parties are affected by COVID-19, they may focus on other activities which they may devote their limited time to other priorities rather than to our joint research; ● We have experienced and may experience in the future shortages of laboratory materials and other resources which impact our research activities; ● As a result of the continuing impact of the virus, we may fail to get access to third party laboratories which would impact our research activities; and ● We may sustain problems due to the serious short-term and possible longer term serious economic disruptions as our economy faces unprecedented uncertainty. |
Transactions with Related Parti
Transactions with Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 10. Transactions with Related Parties In September 2018, the Company leased administrative offices from a limited liability company owned by one of the Company’s directors and principal stockholder, Dr. Phillip Frost. The operating lease term is three years 58,000 4,000 45,000 44,000 On September 1, 2021, the Company entered into a three-year lease extension with a limited liability company controlled by Dr. Phillip Frost, a director and a principal stockholder of the Company. On an annualized basis, straight-line rent expense is approximately $ 62,000 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X set forth by the Securities and Exchange Commission (“SEC”). They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods presented are not necessarily indicative of the results of operations for the entire fiscal year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020 filed on March 17, 2021 (“Annual Report”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: RFS Pharma, LLC, Cocrystal Discovery, Inc., Cocrystal Pharma Australia Pty Ltd. and Cocrystal Merger Sub, Inc. Intercompany transactions and balances have been eliminated. |
Segments | Segments The Company operates in only one |
Use of Estimates | Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards and derivative liabilities, recoverability of deferred tax assets, estimated useful lives of fixed assets, and forecast assumptions used in the valuation of goodwill. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts held at two U.S. financial institutions, which may, at times, exceed federally insured limits of $ 250,000 61,577,000 33,010,000 50,000 |
Foreign Currency Transactions | Foreign Currency Transactions The Company and its subsidiaries use the US dollar as functional currency. Foreign currency transactions are initially measured and recorded in the functional currency using the exchange rate on the date of the transaction. Foreign exchange gains and losses arising from settlement of foreign currency transactions are recognized in profit and loss. Cocrystal Australia maintains its records in Australian dollar. The monetary assets and liabilities of Cocrystal Australia are remeasured into the functional currency using the closing rate at the end of every reporting period. All nonmonetary assets and liabilities and related profit and loss accounts are remeasured into the functional currency using the historical exchange rates. Profit and loss accounts, other than those that are remeasured using the historical exchange rates, are remeasured into the functional currency using the average exchange rate for the period. Foreign exchange gains and losses arising from the remeasurement into the functional currency is recognized in profit and loss. |
Fair Value Measurements | Fair Value Measurements FASB Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company categorizes its cash and restricted cash as Level 1 fair value measurements. The Company categorizes its warrants potentially settleable in cash as Level 2 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as component of stockholders’ equity. The warrants are valued using the Black-Scholes option pricing model as discussed in Note 7 – Warrants. At September 30, 2021 and December 31, 2020, the carrying amounts of financial assets and liabilities, such as cash, accounts receivable, other assets, and accounts payable and accrued expenses approximate their fair values due to their short-term nature. The carrying values of notes payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company’s derivative liabilities are considered Level 2 measurements. |
Goodwill | Goodwill In November 2014, goodwill was recorded in connection with the acquisition of RFS Pharma. We evaluate goodwill for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit’s goodwill is less than its carrying value, we then would proceed with the quantitative impairment test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value. Fair value is typically estimated using an income approach based on the present value of future discounted cash flows. The significant estimates in the discounted cash flow model primarily include the discount rate, and rates of future revenue and expense growth and/or profitability of the acquired assets. In performing the impairment test, the Company considered, among other factors, the Company’s intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of Cocrystal’s product candidates. At September 30, 2021, the Company had goodwill of $ 19,092,000 Based on management’s assessment at September 30, 2021, no impairment of Goodwill is required. |
Long-Lived Assets | Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. |
Research and Development Expenses | Research and Development Expenses All research and development costs are expensed as incurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from research and development arrangements. In accordance with Accounting Standards Codification (“ASC”) Topic 606– Revenue from Contracts with Customers In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 On January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”) with Merck to discover and develop certain proprietary influenza A/B antiviral agents. Under the terms of the Collaboration Agreement, Merck will fund research and development for the program, including clinical development, and will be responsible for worldwide commercialization of any products derived from the collaboration. The Company recognized revenue for the nine months ended September 30, 2020 of $ 1,504,000 556,000 |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. As of September 30, 2021, the Company assessed its income tax expense based on its projected future taxable income for the year ending December 31, 2021 and therefore recorded no amount for income tax expense for the nine months ended September 30, 2021. In addition, the Company has significant deferred tax assets available to offset income tax expense due to net operating loss carry forwards which are currently subject to a full valuation allowance based on the Company’s assessment of future taxable income. Refer to our Annual Report on Form 10-K for the year ended December 31, 2020 for more information. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense using a fair value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense over the requisite service period on a straight-line basis. Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate. The Company estimates volatility using a blend of its own historical stock price volatility as well as that of market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected term of the options is estimated by using the Securities and Exchange Commission Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term |
Share Issuance Costs | Share Issuance Costs The Company accounts for direct and incremental costs related to the issuance of its capital stock as a reduction in the proceeds from such issuances. |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company accounts for and discloses net income (loss) per common share in accordance with FASB ASC Topic 260, Earnings Per Share As of September 30, 2021, and 2020, the Company had total outstanding options of 2,475,000 1,801,000 243,000 243,000 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment September 30, 2021 December 31, 2020 Lab equipment $ 1,532 $ 1,498 Finance lease right-of-use lab equipment 211 211 Computer and office equipment 131 120 Total property and equipment 1,874 1,829 Less: accumulated depreciation and amortization (1,381 ) 1,238 Property and equipment, net $ 493 $ 591 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands) as of: Schedule of Accounts Payable and Accrued Expenses September 30, 2021 December 31, 2020 Accounts payable $ 491 $ 657 Accrued compensation 158 126 Accrued other expenses 312 297 Total accounts payable and accrued expenses $ 961 $ 1,080 |
Stock Based Awards (Tables)
Stock Based Awards (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option transactions for the 2007 Plan and 2015 Plan, collectively, for the nine months ended September 30, 2021 (in thousands, except per share amounts): Schedule of Share-based Compensation, Stock Options, Activity Number of Total Weighted Aggregate Balance at December 31, 2020 2,263 1,779 $ 2.53 $ - Increase in authorized options 5,000 - - - Exercised - - - - Granted (1,037 ) 1,037 1.11 - Expired 976 - - - Cancelled 341 (341 ) 2.15 - Balance at September 30, 2021 7,543 2,475 $ 1.99 - |
Schedule of Weighted Average Assumptions Used for Grants | The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions: Schedule of Weighted Average Assumptions Used for Grants Nine Months Ended September 30, 2021 2020 Risk-Free interest rate 0.91 % 0.43 % Expected dividend yield 0.00 % 0.00 % Expected volatility 114.62 % 107.45 % Expected term (in years) 5.8 5.9 |
Schedule of Common Stock Reserved Future Issuance | The following table presents information concerning common stock available for future issuance (in thousands) as of: Schedule of Common Stock Reserved Future Issuance September 30, 2021 September 30, 2020 Stock options issued and outstanding 2,475 1,801 Shares authorized for future option grants 7,543 2,718 Warrants outstanding 243 243 Total 10,261 4,762 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Summary of Warrant Activity | The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the nine months ended September 30, 2021 (in thousands): Summary of Warrant Activity Warrants Accounted for as: Equity Warrants Accounted for as: Liabilities May 2018 October 2013 January 2014 Total Outstanding, December 31, 2020 84 26 133 243 Exercised - - - - Granted - - - - Expired - - - - Outstanding, September 30, 2021 84 26 133 243 Expiration date: October 27, 2022 October 24, 2023 January 16, 2024 |
Schedule of Fair Value of Warrants Classified as Liabilities | The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of September 30, 2021: Schedule of Fair Value of Warrants Classified as Liabilities October 2013 January 2014 Strike price $ 15.00 $ 15.00 Expected dividend yield 0.00 % 0.00 % Contractual term (years) 2.1 2.3 Cumulative volatility 130.84 % 127.99 % Risk-free rate 0.09 % 0.11 % Value per warrants $ 0.19 $ 0.22 Aggregate value $ 5,031 $ 28,969 The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2020: October 2013 January 2014 Strike price $ 15.00 $ 15.00 Expected dividend yield 0.00 % 0.00 % Contractual term (years) 2.8 3.0 Cumulative volatility 119.18 % 116.65 % Risk-free rate 0.16 % 0.18 % Value per warrants $ 0.36 $ 0.38 Aggregate value $ 9,406 $ 51,151 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Maturities of Lease Liabilities | The following table summarizes the Company’s maturities of operating lease liabilities, by year and in aggregate, as of September 30, 2021 (in thousands): Schedule of Maturities of Lease Liabilities 2021 (excluding the nine months ended September 30, 2021) $ 58 2022 239 2023 246 Thereafter 58 Total operating lease payments 601 Less: present value discount 53 Total operating lease liabilities $ 548 |
Schedule of Maturities of Finance Lease | The following table summarizes the Company’s maturities of finance lease liabilities, by year and in aggregate, as of September 30, 2021 (in thousands): Schedule of Maturities of Finance Lease 2021 (excluding the nine months ended September 30, 2021) $ 10 2022 29 2023 7 Total finance lease payments 46 Less: present value discount (3 ) Total finance lease liabilities $ 43 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segmentshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($) | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||
Number of operating segment | Segment | Segment | 1 | ||||
Primary operating account balance | $ 61,577,000 | $ 61,577,000 | $ 33,010,000 | ||
Cash uninsured amount | 50,000 | 50,000 | |||
Goodwill | 19,092,000 | 19,092,000 | 19,092,000 | ||
Revenue recognized | $ 489,000 | $ 1,504,000 | |||
Accounts receivable related party | $ 556,000 | ||||
Stock Options [Member] | |||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||
Anti-dilutive shares excluded from computations | shares | 2,475,000 | 1,801,000 | |||
Warrant [Member] | |||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||
Anti-dilutive shares excluded from computations | shares | 243,000 | 243,000 | |||
United States Financial Institutions One [Member] | |||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||
Cash FDIC insured limits | 250,000 | $ 250,000 | |||
United States Financial Institutions Two [Member] | |||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||
Cash FDIC insured limits | $ 250,000 | $ 250,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,874 | $ 1,829 |
Less: accumulated depreciation and amortization | (1,381) | 1,238 |
Property and equipment, net | 493 | 591 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,532 | 1,498 |
Finance Lease Rightof Use Lab Equipment Net [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 211 | 211 |
Computer And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 131 | $ 120 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 47,000 | $ 142,000 |
Finance Lease Rightof Use Lab Equipment Net [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization expense | $ 6,000 | $ 18,000 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 491 | $ 657 |
Accrued compensation | 158 | 126 |
Accrued other expenses | 312 | 297 |
Total accounts payable and accrued expenses | $ 961 | $ 1,080 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jul. 02, 2021 | May 07, 2021 | Mar. 10, 2020 | Feb. 28, 2020 | Jan. 31, 2020 | Jan. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 06, 2021 | Aug. 05, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||
Common Stock, Shares, Outstanding | 97,468,755 | 70,438,755 | |||||||||
Common Stock, Shares, Issued | 97,468,755 | 70,438,755 | |||||||||
Share issued price per share | $ 1.05 | ||||||||||
Proceeds from common stock | $ 38,505,000 | $ 32,161,000 | |||||||||
At The Market Offering Agreement [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of shares issued | 1,030,000 | ||||||||||
Proceeds from common stock | $ 2,072,000,000,000 | ||||||||||
At The Market Offering Agreement [Member] | Maximum [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Proceeds from common stock | $ 10,000,000 | ||||||||||
IPO [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of shares issued | 5,037,038 | 8,461,540 | 3,492,063 | ||||||||
Share issued price per share | $ 1.35 | $ 1.30 | $ 0.63 | ||||||||
Proceeds from common stock | $ 5,000,000 | $ 10,100,000 | $ 1,500,000 | ||||||||
Underwritten Public Offering [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Share issued price per share | $ 1.54 | ||||||||||
Sale of stock offering shares | 26,000,000 | ||||||||||
Sale of stock, net proceeds | $ 36,400,000 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - Share-based Payment Arrangement, Option [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Option Indexed to Issuer's Equity [Line Items] | |
Number of Shares Available for Grant, Beginning | 2,263 |
Total Options Outstanding, Beginning | 1,779 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 2.53 |
Aggregate Intrinsic Value, Beginning | $ | |
Number of Shares Available for Grant, Increase in authorized options | 5,000 |
Number of Shares Available for Grant, Granted | (1,037) |
Total Options Outstanding, Granted | 1,037 |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.11 |
Aggregate Intrinsic Value, Granted | $ / shares | |
Number of Shares Available for Grant, Expired | 976 |
Number of Shares Available for Grant, Cancelled | 341 |
Total Options Outstanding, Cancelled | (341) |
Weighted Average Exercise Price, Cancelled | $ / shares | $ 2.15 |
Number of Shares Available for Grant, Ending | 7,543 |
Total Options Outstanding, Ending | 2,475 |
Weighted Average Exercise Price, Ending | $ / shares | $ 1.99 |
Aggregate Intrinsic Value, Ending | $ |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions Used for Grants (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-Free interest rate | 0.91% | 0.43% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 114.62% | 107.45% |
Expected term (in years) | 5 years 9 months 18 days | 5 years 10 months 24 days |
Schedule of Common Stock Reserv
Schedule of Common Stock Reserved Future Issuance (Details) - shares | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Payment Arrangement [Abstract] | ||
Stock options issued and outstanding | 2,475 | 1,801 |
Shares authorized for future option grants | 7,543,000 | 2,718,000 |
Warrants outstanding | 243 | 243 |
Total | 10,261 | 4,762 |
Stock Based Awards (Details Nar
Stock Based Awards (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jul. 31, 2021 | Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 29, 2021 | Aug. 06, 2021 | Aug. 05, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for issuance | 10,261 | 4,762 | 10,261 | 4,762 | ||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 100,000,000 | 100,000,000 | |||||
Weighted-average exercise price of options vested and exercisable | $ 3.11 | |||||||||
Weighted average exercise price | $ 1.99 | $ 1.99 | ||||||||
Weighted-average remaining contractual term | 8 years 2 months 12 days | |||||||||
Share-based Payment Arrangement, Expense | $ 205,000 | $ 502,000 | $ 237,000 | $ 463,000 | ||||||
Unrecognized compensation expense | $ 1,514,000 | $ 1,514,000 | ||||||||
Stock-based compensation weighted average period | 1 year 3 months 18 days | |||||||||
Number of options outstanding fully vested or expected to vested | 2,475,639 | 2,475,639 | ||||||||
Aggregate intrinsic value | $ 0 | $ 0 | ||||||||
Number of vested and exercisable options, outstanding shares | 926,938 | |||||||||
Aggregate intrinsic value | $ 0 | |||||||||
Weighted-average remaining contractual term of options vested and exercisable | 6 years 6 months | |||||||||
Shares issued price per share | $ 1.05 | $ 1.05 | ||||||||
2007 Equity Incentive Plans [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for issuance | 18,808 | 18,808 | ||||||||
[custom:FairValueOfStockOptions-0] | $ 964,000 | |||||||||
2007 Equity Incentive Plans [Member] | Officers Directors Employeesand Consultants [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
[custom:FairValueOfStockOptions-0] | $ 944,000 | $ 944,000 | ||||||||
2015 Equity Incentive Plans [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for issuance | 10,000,000 | 10,000,000 | ||||||||
Shares vesting period | 10 years | |||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 5,000,000 | |||||||
Shares available for grant | 7,543,200 | 7,543,200 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,037,000 | |||||||||
Stock option description | The options are ten-year incentive stock options exercisable at $1.11 per share and vesting as follows: one-half will vest on the one-year anniversary of the grant date and the remainder will vest in eight equal quarterly installments on the last day of March, June, September and December, with the first such quarterly installment vesting on September 30, 2022. | |||||||||
Weighted-average exercise price of options vested and exercisable | $ 1.11 | |||||||||
2015 Equity Incentive Plans [Member] | Officers Directors Employeesand Consultants [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 878,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | The options have an exercise price of $1.33 per share, expire in ten years, and vest as follows: one half vests on the one year anniversary of the grant date and the remainder will vest in eight equal quarterly increments with the first such quarterly increment vesting on September 30, 2021. | |||||||||
Weighted average exercise price | $ 1.33 | $ 1.33 | ||||||||
Weighted-average remaining contractual term | 10 years |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of warrants outstanding, beginning | 243 |
Number of warrants exercised | |
Number of warrants granted | |
Number of warrants expired | |
Number of warrants outstanding, ending | 243 |
May 2018 Warrants [Member] | Equity [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of warrants outstanding, beginning | 84 |
Number of warrants exercised | |
Number of warrants granted | |
Number of warrants expired | |
Number of warrants outstanding, ending | 84 |
Warrant expiration date | Oct. 27, 2022 |
October 2013 Warrants [Member] | Warrant Liabilities [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of warrants outstanding, beginning | 26 |
Number of warrants exercised | |
Number of warrants granted | |
Number of warrants expired | |
Number of warrants outstanding, ending | 26 |
Warrant expiration date | Oct. 24, 2023 |
January 2014 Warrants [Member] | Warrant Liabilities [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of warrants outstanding, beginning | 133 |
Number of warrants exercised | |
Number of warrants granted | |
Number of warrants expired | |
Number of warrants outstanding, ending | 133,000 |
Warrant expiration date | Jan. 16, 2024 |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants Classified as Liabilities (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | |
October 2013 Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Strike price | $ 15 | $ 15 |
Value | $ 0.19 | $ 0.36 |
Aggregate value | $ | $ 5,031 | $ 9,406 |
October 2013 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 0 | 0 |
October 2013 Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant Expected term (years) | 2 years 1 month 6 days | 2 years 9 months 18 days |
October 2013 Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 130.84 | 119.18 |
October 2013 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 0.09 | 0.16 |
January 2014 Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Strike price | $ 15 | $ 15 |
Value | $ 0.22 | $ 0.38 |
Aggregate value | $ | $ 28,969 | $ 51,151 |
January 2014 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 0 | 0 |
January 2014 Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant Expected term (years) | 2 years 3 months 18 days | 3 years |
January 2014 Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 127.99 | 116.65 |
January 2014 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 0.11 | 0.18 |
Licenses and Collaborations (De
Licenses and Collaborations (Details Narrative) - USD ($) | Feb. 18, 2020 | Jan. 02, 2019 |
Collaboration Agreement [Member] | Maximum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Royalty received on sales | $ 156,000,000 | |
License Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Non refundable license initiation fee | $ 80,000 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (excluding the nine months ended September 30, 2021) | $ 58 |
2022 | 239 |
2023 | 246 |
Thereafter | 58 |
Total operating lease payments | 601 |
Less: present value discount | (53) |
Total operating lease liabilities | $ 548 |
Schedule of Maturities of Finan
Schedule of Maturities of Finance Lease (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (excluding the nine months ended September 30, 2021) | $ 10 |
2022 | 29 |
2023 | 7 |
Total finance lease payments | 46 |
Less: present value discount | (3) |
Total finance lease liabilities | $ 43 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 01, 2021 | Apr. 30, 2020 | Nov. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Product Liability Contingency [Line Items] | |||||||
Operating lease expense | $ 143,000 | $ 133,000 | |||||
Capital lease payment | 46,000 | ||||||
Dr. Phillip Frost [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Rent expense | $ 62,000 | ||||||
Lease term | 3 years | ||||||
Susan Church [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Loss contingency, damages amount | 1,000,000 | ||||||
Mr.Pederson [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Loss contingency, damages amount | $ 800,000 | ||||||
February 2019 [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lease termination, description | The minimum lease payments above include the amounts that would be paid if the Company maintains its Bothell lease for the five-year term, starting February 2019. The Company has the right to terminate this lease after three years on January 31, 2022, by giving prior notice at least nine months before the early termination date and by paying a termination fee equal to the sum of unamortized leasing commissions and reimbursement for tenant improvements provided by the landlord amortized at 8.0% over the extended term. | ||||||
Lease term | 5 years | ||||||
November 21, 2021 [Member] | Lease Agreement [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lease term | 36 months | ||||||
Capital lease payment | $ 1,000 | ||||||
April, 2020 [Member] | Lease Agreement [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lease term | 36 months | ||||||
March 31, 2023 [Member] | Lease Agreement [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Operating leases weighted average discount rate | 8.00% | ||||||
Weighted average remaining operating lease term | 1 year 4 months 24 days | ||||||
Capital lease payment | $ 2,000 | ||||||
Operating Leases [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Operating leases weighted average discount rate | 7.20% | ||||||
Weighted average remaining operating lease term | 2 years 6 months | ||||||
Common Area Maintenance [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Operating variable lease expense | $ 58,000 | 54,000 | |||||
Operating lease expense | 172,000 | $ 171,000 | |||||
Common Area Maintenance [Member] | Related Party [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Operating lease expense | 44,000 | ||||||
Finance Leases [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Right-of-use lab equipment | 74,000 | $ 211,000 | |||||
Depreciation expense | $ 18,000 | ||||||
Accumulated depreciation | $ 119,000 | ||||||
Miami, Florida [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lease Expiration Date | Aug. 31, 2024 | ||||||
Bothell, Washington [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lease Expiration Date | Jan. 31, 2024 |
Transactions with Related Par_2
Transactions with Related Parties (Details Narrative) - USD ($) | Sep. 01, 2021 | Sep. 30, 2018 | Sep. 30, 2021 | Sep. 30, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Lease deposit | $ 45,000 | $ 44,000 | ||
Dr. Phillip Frost [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Lease term | 3 years | |||
Rent expenses | $ 58,000 | |||
Lease deposit | $ 4,000 | |||
Rent expenses | $ 62,000 |