Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36019 | |
Entity Registrant Name | TONIX PHARMACEUTICALS HOLDING CORP. | |
Entity Central Index Key | 0001430306 | |
Entity Tax Identification Number | 26-1434750 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 26 Main Street | |
Entity Address, Address Line Two | Suite 101 | |
Entity Address, City or Town | Chatham | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07928 | |
City Area Code | (862) | |
Local Phone Number | 799-8599 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | TNXP | |
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 | 599,679,596 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 140,435 | $ 178,660 |
Prepaid expenses and other | 12,554 | 10,389 |
Total current assets | 152,989 | 189,049 |
Property and equipment, net | 69,588 | 50,558 |
Right of use assets, net | 760 | 914 |
Other non-current assets | 379 | 379 |
Total assets | 223,716 | 240,900 |
Current liabilities: | ||
Accounts payable | 9,397 | 13,282 |
Accrued expenses and other current liabilities | 5,560 | 7,945 |
Lease liability, current | 397 | 489 |
Total current liabilities | 15,354 | 21,716 |
Lease liability, net of current | 405 | 467 |
Total liabilities | 15,759 | 22,183 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized Series B Convertible Preferred stock, $0.001 par value; 0 shares designated as of both March 31, 2022 and December 31, 2021; issued and outstanding - None Series A Convertible Preferred stock, $0.001 par value; 0 shares designated as of both March 31, 2022 and December 31, 2021; issued and outstanding - None | ||
Common stock, $0.001 par value; 1,600,000,000 and 800,000,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; 552,827,431 and 496,245,564 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively, and 129,041 shares to be issued as of December 31, 2021 | 553 | 496 |
Additional paid in capital | 593,759 | 578,133 |
Accumulated deficit | (386,237) | (359,820) |
Accumulated other comprehensive loss | (118) | (92) |
Total stockholders’ equity | 207,957 | 218,717 |
Total liabilities and stockholders’ equity | $ 223,716 | $ 240,900 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,600,000,000 | 800,000,000 |
Common stock, issued | 552,827,431 | 496,245,564 |
Common stock, outstanding | 552,827,431 | 496,245,564 |
Common stock, to be issued | 129,041 | |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, designated | 0 | 0 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, designated | 0 | 0 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
COSTS AND EXPENSES: | ||
Research and development | $ 18,422 | $ 15,327 |
General and administrative | 8,014 | 5,409 |
26,436 | 20,736 | |
Operating loss | (26,436) | (20,736) |
Interest and other income, net | 19 | 83 |
Net loss | $ (26,417) | $ (20,653) |
Net loss per common share, basic | $ (0.05) | $ (0.07) |
Net loss per common share, diluted | $ (0.05) | $ (0.07) |
Weighted average common shares outstanding, basic | 522,060,899 | 290,106,510 |
Weighted average common shares outstanding, diluted | 522,060,899 | 290,106,510 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss | $ (26,417) | $ (20,653) |
Other comprehensive loss: | ||
Foreign currency translation loss | (26) | (1) |
Total other comprehensive loss | (26) | (1) |
Comprehensive loss | $ (26,443) | $ (20,654) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 206 | $ 355,037 | $ (62) | $ (267,533) | $ 87,648 |
Balance, at beginning (in shares) at Dec. 31, 2020 | 206,008,683 | ||||
Issuance of common stock upon exercise of warrants in March 2021 ($0.57 per share) | 2 | 2 | |||
Issuance of common stock upon exercise of warrants in March 2021 ($0.57 per share) (in shares) | 3,400 | ||||
Issuance of common stock in January 2021 ($0.80 per share), net of transactional expenses of $3,096 | $ 50 | 36,854 | 36,904 | ||
Issuance of common stock in January 2021 ($0.80 per share), net of transactional expenses of $3,096 (in shares) | 50,000,000 | ||||
Issuance of common stock in February 2021 ($1.20 per share), net of transactional expenses of $5,002 | $ 58 | 64,939 | 64,997 | ||
Issuance of common stock in february 2021 ($1.20 per share), net of transactional expenses of $5,002 (in shares) | 58,333,334 | ||||
Issuance of common stock under at-the-market offering, net of transactional expenses of $230 | $ 10 | 6,769 | 6,779 | ||
Issuance of common stock under at-the-market offering, net of transactional expenses of $2332 (in shares) | 9,517,867 | ||||
Employee stock purchase plan | 28 | 28 | |||
Employee stock purchase plan (in shares) | 54,447 | ||||
Stock-based compensation | 1,212 | 1,212 | |||
Foreign currency transaction gain | (1) | (1) | |||
Net loss | (20,653) | (20,653) | |||
Ending balance, value at Mar. 31, 2021 | $ 324 | 464,841 | (63) | (288,186) | 176,916 |
Balance, at end (in shares) at Mar. 31, 2021 | 323,917,731 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 496 | 578,133 | (92) | (359,820) | 218,717 |
Balance, at beginning (in shares) at Dec. 31, 2021 | 496,245,564 | ||||
Issuance of common stock in January and March 2022, net of transactional expenses of $507 | $ 35 | 8,453 | 8,488 | ||
Issuance of common stock in January and March 2022, net of transactional expenses of $507 (in shares) | 34,452,826 | ||||
Issuance of common stock under Purchase agreement with Lincoln Park | $ 22 | 4,513 | 4,535 | ||
Issuance of common stock under Purchase agreement with Lincoln Park ( in shares) | 22,000,000 | ||||
Employee stock purchase plan | 40 | 40 | |||
Employee stock purchase plan (in shares) | 129,041 | ||||
Stock-based compensation | 2,620 | 2,620 | |||
Foreign currency transaction gain | (26) | (26) | |||
Net loss | (26,417) | (26,417) | |||
Ending balance, value at Mar. 31, 2022 | $ 553 | $ 593,759 | $ (118) | $ (386,237) | $ 207,957 |
Balance, at end (in shares) at Mar. 31, 2022 | 552,827,431 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock Issuance January and March 2022 [Member] | ||
Class of Stock [Line Items] | ||
Transactional expenses | $ 507 | |
Stock Issuance March 2021 [Member] | ||
Class of Stock [Line Items] | ||
Warrants exercised price | $ 0.57 | |
Stock Issuance January 2021 [Member] | ||
Class of Stock [Line Items] | ||
Transactional expenses | $ 3,096 | |
Price per share | $ 0.80 | |
Stock Issuance February 2021 [Member] | ||
Class of Stock [Line Items] | ||
Transactional expenses | $ 5,002 | |
Price per share | $ 1.20 | |
At-the-Market Offering [Member] | ||
Class of Stock [Line Items] | ||
Transactional expenses | $ 230 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (26,417) | $ (20,653) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 63 | 6 |
Stock-based compensation | 2,620 | 1,212 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other | (2,166) | 1,971 |
Accounts payable | (3,113) | (1,739) |
Lease liabilities and ROU asset, net | (1) | (12) |
Accrued expenses and other current liabilities | (2,032) | (1,843) |
Net cash used in operating activities | (31,046) | (21,058) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (20,217) | (505) |
Net cash used in investing activities | (20,217) | (505) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the exercise of warrants | 2 | |
Proceeds from ESPP | 40 | 28 |
Proceeds, net of expenses of $507 and $8,328, from sale of common stock and warrants | 13,023 | 108,680 |
Net cash provided by financing activities | 13,063 | 108,710 |
Effect of currency rate change on cash | (25) | (1) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (38,225) | 87,146 |
Cash, cash equivalents and restricted cash beginning of the period | 178,900 | 77,308 |
Cash, cash equivalents and restricted cash end of period | 140,675 | 164,454 |
Supplemental disclosures of cash flow information: | ||
Purchases of property and equipment included in accounts payable and accrued liabilities | $ (1,124) |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Stock [Member] | ||
Expenses from sale of stock | $ 507 | $ 8,328 |
BUSINESS
BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | NOTE 1 – BUSINESS Tonix Pharmaceuticals Holding Corp., through its wholly owned subsidiary Tonix Pharmaceuticals, Inc. (“Tonix Sub”), is a clinical-stage biopharmaceutical company focused on discovering, licensing, acquiring and developing therapeutics to treat and prevent human disease and alleviate suffering. The therapeutics include small molecules and biologics and all drug product candidates are still in development. The condensed consolidated financial statements include the accounts of Tonix Pharmaceuticals Holding Corp. and its wholly owned subsidiaries, Tonix Sub, Krele LLC, Tonix Pharmaceuticals (Canada), Inc., Tonix Medicines, Inc., Jenner LLC, Tonix R&D Center LLC, Tonix Pharma Holdings Limited and Tonix Pharma Limited (collectively hereafter referred to as the “Company” or “Tonix”). All intercompany balances and transactions have been eliminated in consolidation. Going Concern The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company has suffered recurring losses from operations and negative cash flows from operating activities. At March 31, 2022, the Company had working capital of approximately $ 137.6 million 386.2 million 140.4 The Company believes that its cash resources at March 31, 2022 and the proceeds that it raised from equity offerings in the second quarter of 2022 (See Note 17), will meet its operating and capital expenditure requirements through the end of 2022, but not beyond. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company continues to face significant challenges and uncertainties and, as a result, its available capital resources may be consumed more rapidly than currently expected due to changes it may make in its research and development spending plans. The Company has the ability to obtain additional funding through public and private financing and collaborative arrangements with strategic partners to increase the funds available to fund operations. However, the Company may not be able to raise capital on terms acceptable to the Company. Without additional funds, it may be forced to delay, scale back or eliminate some of its research and development activities, or other operations and potentially delay product development in an effort to provide sufficient funds to continue operations. If any of these events occurs, our ability to achieve our development and commercialization goals would be adversely affected. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Interim financial statements The unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP 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 condensed consolidated balance sheet as of December 31, 2021 contained herein has been derived from audited financial statements. Operating results for the three months ended March 31, 2022 are not necessarily indicative of results that may be expected for the year ending December 31, 2022. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2022. Risks and uncertainties The Company’s primary efforts are devoted to conducting research and development of innovative pharmaceutical and biological products to address public health challenges. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. Further, the Company does not have any commercial products available for sale and has not generated revenues, and there is no assurance that if its products are approved for sale, that the Company will be able to generate cash flow to fund operations. In addition, there can be no assurance that the Company’s research and development will be successfully completed or that any product will be approved or commercially viable. Moreover, the extent to which COVID-19 impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence at this time. Use of estimates The preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the fair value of stock-based compensation and other equity instruments, and the percent of completion of research and development contracts. Cash, Cash Equivalents and Restricted Cash The Company considers cash equivalents to be those investments which are highly liquid, readily convertible to cash and have an original maturity of three months or less when purchased. At March 31, 2022 and December 31, 2021, cash equivalents, which consisted of money market funds, amounted to $ 120.5 million 120.4 million 240,000 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that amount to the total shown in the condensed consolidated statement of cash flows: March 31, March 31, (in thousands) Cash and cash equivalents $ 140,435 $ 164,214 Restricted cash 240 240 Total $ 140,675 $ 164,454 Property and equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life, which is 20 years three years five years 63,000 6,000 Intangible assets with indefinite lives During the year ended December 31, 2015, the Company purchased certain internet domain rights, which were determined to have an indefinite life. Identifiable intangibles with indefinite lives are not amortized but are tested for impairment annually or whenever events or changes in circumstances indicate that their carrying amount may be less than fair value. As of March 31, 2022, the Company believed that no impairment existed. Leases The Company determines if an arrangement is, or contains, a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, current and operating lease liabilities, noncurrent in the Company’s condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the transition date and subsequent lease commencement dates in determining the present value of lease payments. This is the rate the Company would have to pay if borrowing on a collateralized basis over a similar term to each lease. The operating lease ROU asset excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments made under operating leases is recognized on a straight-line basis over the lease term. Research and Development Costs The Company outsources certain of its research and development efforts and expenses these costs as incurred, including the cost of manufacturing products for testing, as well as licensing fees and costs associated with planning and conducting clinical trials. The value ascribed to patents and other intellectual property acquired has been expensed as research and development costs, as such property is related to particular research and development projects and had no alternative future uses. The Company estimates its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company accounts for trial expenses according to the timing of various aspects of the trial. The Company determines accrual estimates taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Stock-based compensation All stock-based payments to employees and to nonemployees for their services, including grants of restricted stock units (“RSUs”), and stock options, are measured at fair value on the grant date and recognized in the condensed consolidated statements of operations as compensation or other expense over the requisite service period. The Company accounts for share-based awards in accordance with the provisions of the Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation. Foreign Currency Translation Operations of the Company’s Canadian subsidiary, Tonix Pharmaceuticals (Canada), Inc., are conducted in local currency, which represents its functional currency. The U.S. dollar is the functional currency of the other foreign subsidiaries. Balance sheet accounts of the Canadian subsidiary were translated from foreign currency into U.S. dollars at the exchange rate in effect at the balance sheet date and income statement accounts were translated at the average rate of exchange prevailing during the period. Translation adjustments resulting from this process were included in accumulated other comprehensive loss on the consolidated condensed balance sheets. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) represents foreign currency translation adjustments. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records a valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of March 31, 2022, the Company has not recorded any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Per Share Data The computation of basic and diluted loss per share for the quarters ended March 31, 2022 and 2021 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. All warrants issued participate on a one-for-one basis with common stock in the distribution of dividends, if and when declared by the Board of Directors, on the Company’s common stock. For purposes of computing EPS, these warrants are considered to participate with common stock in earnings of the Company. Therefore, the Company calculates basic and diluted EPS using the two-class method. Under the two-class method, net income for the period is allocated between common stockholders and participating securities according to dividends declared and participation rights in undistributed earnings. No income was allocated to the warrants for the three months ended March 31, 2022 and March 31, 2021, as results of operations were a loss for the period. Potentially dilutive securities (See Note 13 and Note 14) excluded from the computation of basic and diluted net loss per share, as of March 31, 2022 and 2021, are as follows: 2022 2021 Warrants to purchase common stock 638,991 644,906 Options to purchase common stock 66,440,340 22,983,353 Totals 67,079,331 23,628,259 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 3 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following (in thousands): March 31 December 31 2022 2021 (in thousands) Land $ 8,011 $ 7,911 Construction in progress 58,875 41,921 Office furniture and equipment 830 756 Laboratory Equipment 2,312 347 Leasehold improvements 23 23 70,051 50,958 Less: Accumulated depreciation and amortization (463 ) (400 ) $ 69,588 $ 50,558 On October 1, 2021, the Company completed the acquisition of a research and development facility in Maryland totaling $ 17.5 million 2.1 million 13.9 million 1.5 million 0.8 million 0.4 million On September 28, 2020, the Company completed the purchase of its 40,000 4 1.2 million 2.8 million 17.4 million 40.2 million On December 23, 2020, the Company completed the purchase of its approximately 44 4.5 million |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4 – FAIR VALUE MEASUREMENTS Fair value measurements affect the Company’s accounting for certain of its financial assets. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: Level 1: Observable inputs, such as quoted prices in active markets. Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 2 assets and liabilities include debt securities with quoted market prices that are traded less frequently than exchange-traded instruments. This category includes U.S. government agency-backed debt securities and corporate-debt securities. Level 3: Unobservable inputs in which there is little or no market data. As of March 31, 2022, and December 31, 2021, the Company used Level 1 quoted prices in active markets to value cash equivalents of $ 120.5 million 120.4 million |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY On March 26, 2021, the Company filed an amendment to its articles of incorporation, as amended, to increase the number of shares of common stock authorized from 400,000,000 800,000,000 On September 3, 2021, the Company received a letter (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 1 In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was initially provided with a 180 1 ten 180 180 180 On February 10, 2022, the Company filed an amendment to its articles of incorporation, as amended, to increase the number of shares of common stock authorized from 800,000,000 1,600,000,000 |
ASSET PURCHASE AGREEMENT WITH K
ASSET PURCHASE AGREEMENT WITH KATANA | 3 Months Ended |
Mar. 31, 2022 | |
Asset Purchase Agreement With Katana | |
ASSET PURCHASE AGREEMENT WITH KATANA | NOTE 6 – ASSET PURCHASE AGREEMENT WITH KATANA On December 22, 2020, the Company entered into an asset purchase agreement (the “Katana Asset Purchase Agreement”) with Katana Pharmaceuticals, Inc. (“Katana”) pursuant to which Tonix acquired Katana assets related to insulin resistance and related syndromes, including obesity (the “Katana Assets”). In connection with the acquisition of the Katana Assets, Tonix assumed Katana’s rights and obligations under that certain Exclusive License Agreement by and between Katana and The University of Geneva (“Geneva”) (the “Geneva License “Agreement”) pursuant to an Assignment and Assumption Agreement with Geneva (“Geneva Assignment and Assumption Agreement”), dated December 22, 2020. As consideration for entering into the Katana Asset Purchase Agreement, Tonix paid $ 0.7 million 0.7 million Pursuant to the terms of the Geneva Assignment and Assumption Agreement, Geneva has granted to Tonix an exclusive license, with the right to sublicense, certain patents related to the Katana Assets. Tonix is obligated to use commercially reasonable efforts to diligently develop, manufacture, and sell products claimed or covered by the patent and will use commercially reasonable efforts to diligently develop markets for such products. The Geneva License Agreement specifies developmental milestones and the period of time during which such milestones must be completed and provides for an annual maintenance fee payable to Geneva. As of March 31, 2022, no milestone payments have been accrued or paid in relation to this agreement. |
ASSET PURCHASE AGREEMENT WITH T
ASSET PURCHASE AGREEMENT WITH TRIGEMINA | 3 Months Ended |
Mar. 31, 2022 | |
Asset Purchase Agreement With Trigemina | |
ASSET PURCHASE AGREEMENT WITH TRIGEMINA | NOTE 7 – ASSET PURCHASE AGREEMENT WITH TRIGEMINA On June 11, 2020, the Company entered into an asset purchase agreement (the “Trigemina Asset Purchase Agreement”) with Trigemina, Inc. (“Trigemina”) and certain shareholders named therein (the “Executive Shareholders”) pursuant to which Tonix acquired Trigemina assets related to migraine and pain treatment technologies (the “Trigemina Assets”). In connection with the acquisition of the Trigemina Assets, Tonix assumed Trigemina’s rights and obligations under that certain Amended and Restated Exclusive License Agreement, dated November 30, 2007, as amended, by and between Trigemina and The Board of Trustees of the Leland Stanford Junior University (“Stanford”) (the “Stanford License “Agreement”) pursuant to an Assignment and Assumption Agreement with Stanford (“Assignment and Assumption Agreement”), dated June 11, 2020. As consideration for entering into the Asset Purchase Agreement, Tonix paid $ 824,759 2,000,000 0.68 250,241 2.4 million Pursuant to the terms of the Assignment and Assumption Agreement, Stanford has granted to Tonix an exclusive license, with the right to sublicense, certain patents related to the Trigemina Assets. Stanford has reserved for itself the right to practice under the patents for academic research and educational purposes. Tonix is obligated to use commercially reasonable efforts to diligently develop, manufacture, and sell products claimed or covered by the patent and will use commercially reasonable efforts to diligently develop markets for such products. The Trigemina License Agreement specifies developmental milestones and the period of time during which such milestones must be completed and provides for an annual maintenance fee payable to Stanford. As of March 31, 2022, no milestone payments have been accrued or paid in relation to this agreement. |
ASSET PURCHASE AGREEMENT WITH_2
ASSET PURCHASE AGREEMENT WITH TRIMARAN | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ASSET PURCHASE AGREEMENT WITH TRIMARAN | NOTE 8 – ASSET PURCHASE AGREEMENT WITH TRIMARAN On August 19, 2019, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with TRImaran Pharma, Inc. (“TRImaran”) and the selling shareholders named therein (the “Selling Shareholders”) pursuant to which Tonix acquired TRImaran’s assets related to certain pyran-based compounds (the “Assets”). In connection with the acquisition of the Assets, Tonix entered into a First Amended and Restated Exclusive License Agreement (the “WSU License Agreement”) with Wayne State University (“WSU”) on August 19, 2019. As consideration for entering into the Asset Purchase Agreement, Tonix paid $ 100,000 68,500 168,500 3.4 million Pursuant to the terms of the WSU License Agreement, WSU has granted to Tonix an exclusive license, with the right to sublicense, certain patents, technical information and material (collectively, the “Technology”) related to the Assets. WSU has reserved for itself the right to practice the Technology for academic research and educational purposes. Tonix is obligated to use commercially reasonable efforts to obtain regulatory approval for one or more products utilizing the Technology (“WSU Products”) and to use commercially reasonable marketing efforts throughout the term of the WSU License Agreement. The WSU License Agreement specifies developmental milestones and the period of time during which such milestones must be completed and provides for an annual maintenance fee payable to WSU. Tonix is obligated to substantially manufacture WSU Products in the United States if WSU Products will be sold in the United States. Pursuant to the WSU License Agreement, Tonix paid $ 75,000 3.4 million 50 50 As of March 31, 2022, no milestone payments have been accrued or paid in relation to this agreement. |
LICENSE AGREEMENT WITH OYAGEN
LICENSE AGREEMENT WITH OYAGEN | 3 Months Ended |
Mar. 31, 2022 | |
License Agreement With Oyagen | |
LICENSE AGREEMENT WITH OYAGEN | NOTE 9 – LICENSE AGREEMENT WITH OYAGEN On April 14, 2021, the Company and OyaGen, Inc. (“OyaGen”) entered into an exclusive License Agreement (the “OyaGen License Agreement”) pursuant to which OyaGen granted to Tonix an exclusive license to certain patents and technical information related to an antiviral inhibitor of SARS-CoV-2, sangivamycin, and to develop and commercialize products thereunder, and to acquire rights to any technology based thereon for the prevention or treatment of COVID-19 developed by OyaGen during the term of the License Agreement. As consideration for entering into the License Agreement, Tonix paid a low-seven digit license fee to OyaGen, and issued to OyaGen and an affiliated entity an aggregate of 2,752,294 3 |
LICENSE AGREEMENT WITH INSERM
LICENSE AGREEMENT WITH INSERM | 3 Months Ended |
Mar. 31, 2022 | |
License Agreement With Inserm | |
LICENSE AGREEMENT WITH INSERM | NOTE 10 – LICENSE AGREEMENT WITH INSERM On February 11, 2021, the Company entered into a license agreement (the “Inserm License Agreement”) pursuant to which it licensed technology using oxytocin-based therapeutics for the treatment of Prader-Willi syndrome and non-organic failure to thrive disease from Inserm (the French National Institute of Health and Medical Research), Aix-Marseille Université and Centre Hospitalier Universitaire of Toulouse. The Inserm License Agreement provides for the payment of annual fees and milestone payments upon the occurrence of specified sales milestones totaling approximately $ 0.4 million As of March 31, 2022, no milestone payments have been accrued or paid in relation to this agreement. |
LICENSE AGREEMENTS WITH COLUMBI
LICENSE AGREEMENTS WITH COLUMBIA UNIVERSITY | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
LICENSE AGREEMENTS WITH COLUMBIA UNIVERSITY | NOTE 11 – LICENSE AGREEMENTS WITH COLUMBIA UNIVERSITY On September 16, 2019, the Company entered into an exclusive License Agreement (the “Columbia License Agreement”) with the Trustees of Columbia University in the City of New York (“Columbia”) pursuant to which Columbia granted to Tonix an exclusive license, with the right to sublicense, certain patents and technical information (collectively, the “TFF2 Technology”) related to a recombinant Trefoil Family Factor 2 (TFF2), and to develop and commercialize products thereunder (each, a “TFF2 Product”). Pursuant to the terms of the Columbia License Agreement, Columbia reserved for itself the right to practice the TFF2 Technology for academic research and educational purposes. The Company paid a five-digit license fee to Columbia as consideration for entering into the Columbia License Agreement, which was previously recorded to research and development expenses in the statement of operations. The Company is obligated to use Commercially Reasonable Efforts, as defined in the Columbia License Agreement, to develop and commercialize the TFF2 Product, and to achieve specified developmental milestones. The Company agreed to pay Columbia single-digit royalties on net sales of (i) TFF2 Products sold by Tonix or a sublicensee and (ii) any other products that involve material or technical information related to the TFF2 Product and transferred to Tonix pursuant to the Columbia License Agreement (“Other Products”) sold by Tonix or a sublicensee. Royalties on each particular TFF2 Product are payable on a country-by-country and Product-by-Product basis until the latest of (i) the date of expiration of the last valid claim in the last to expire of the issued patents covered by the Columbia License Agreement, and (ii) a specified period of time after the first commercial sale of a TFF2 Product in the country in question. Royalties on each particular Other Product are payable on a country-by-country and product-by-product basis until a specified period of time after the first commercial sale of such particular Other Product in such country. Royalties payable on net sales of the TFF2 Product and Other Products may be reduced by 50 50 The Company is also obligated to make contingent milestone payments to Columbia totaling $ 4.1 million 5 On May 20, 2019, the Company entered into an exclusive License Agreement (the “License Agreement”) with Columbia pursuant to which Columbia, for itself and on behalf of the University of Kentucky and the University of Michigan (collectively, the “Institutions”) granted to the Company an exclusive license, with the right to sublicense, certain patents, technical information and material (collectively, the “Technology”) related to a double-mutant cocaine esterase, and to develop and commercialize products thereunder (each, a “Product”). Pursuant to the terms of the License Agreement, Columbia has reserved for itself and the Institutions the right to practice the Technology for academic research and educational purposes. The Company paid a six-digit license fee to Columbia as consideration for entering into the License Agreement. The Company is obligated to use Commercially Reasonable Efforts, as defined in the License Agreement, to develop and commercialize the Product, and to achieve specified developmental milestones. The first 50 50 The Company agreed to pay Columbia single-digit royalties on net sales of (i) Products sold by the Company or a sublicensee and (ii) any other products that involve material or technical information related to the Product and transferred to the Company pursuant to the License Agreement (“Other Products”) sold by the Company or a sublicensee. Royalties on each particular Product are payable on a country-by-country and Product-by-Product basis until the latest of (i) the date of expiration of the last valid claim in the last to expire of the issued patents covered by the License Agreement, (ii) a specified period of time after the first commercial sale of a Product in the country in question, or (iii) expiration of any market exclusivity period granted by a regulatory agency. Royalties on each particular Other Product are payable on a country-by-country and product-by-product basis until the later of (i) a specified period of time after the first commercial sale of such particular Other Product in such country or (ii) expiration of any market exclusivity period granted by a regulatory agency. Royalties payable on net sales of the Product and Other Products may be reduced by 50 50 The Company is also obligated to make contingent milestone payments to Columbia totaling $ 3 5 |
SALE OF COMMON STOCK
SALE OF COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Sale Of Common Stock | |
SALE OF COMMON STOCK | NOTE 12 – SALE OF COMMON STOCK Purchase Agreement with Lincoln Park On December 3, 2021, the Company entered into a purchase agreement (the “Purchase Agreement with Lincoln Park”) and a registration rights agreement (the “Lincoln Park Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Pursuant to the terms of the Purchase Agreement with Lincoln Park, Lincoln Park has agreed to purchase from the Company up to $ 80,000,000 Pursuant to the terms of the Purchase Agreement with Lincoln Park, at the time the Company signed the Purchase Agreement with Lincoln Park and the Lincoln Park Registration Rights Agreement, the Company issued 2,909,091 1.6 million During the quarter ended March 31, 2022, the Company has sold 22 4.5 million d 13 million shares of common stock under the Purchase Agreement with Lincoln Park, for net proceeds of approximately $ 2 million. February 2021 Financing On February 8, 2021, the Company entered into a securities purchase agreement with certain institutional investors relating to the issuance and sale of 58,333,334 shares of its common stock, in a registered direct public offering (the “February 2021 Financing”), with A.G.P/Alliance Global Partners (“AGP”), acting as placement agent. The public offering price for each share of common stock was $ 1.20 . The February 2021 Financing closed on February 9, 2021. AGP received a cash fee of 7 4.9 million 0.1 million January 2021 Financing On January 11, 2021, the Company entered into a securities purchase agreement with certain institutional investors relating to the issuance and sale of 50,000,000 0.80 7 2.8 million 0.3 million 36.9 million At-the-Market Offerings On April 8, 2020, the Company entered into a sales agreement (the “Sales Agreement”) with AGP pursuant to which the Company may issue and sell, from time to time, shares of the Company’s common stock having an aggregate offering price of up to $ 240 3 34.5 million 9.5 million 6.8 million 33.9 million 6.8 million |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 13 – STOCK-BASED COMPENSATION Stock Incentive Plans On May 3, 2019, the Company’s stockholders approved the Tonix Pharmaceuticals Holding Corp. 2019 Stock Incentive Plan (the “2019 Plan”). The 2019 Plan provided for the issuance of up to 140,000 600,000 On May 1, 2020, the Company’s stockholders approved the Tonix Pharmaceuticals Holding Corp. Amended and Restated 2020 Stock Incentive Plan (“Amended and Restated 2020 Plan”), and together with the 2020 Plan and the 2019 Plan, the “Plans”). Under the terms of the Amended and Restated 2020 Plan, the Company may issue (1) stock options (incentive and nonstatutory), (2) restricted stock, (3) stock appreciation rights (“SARs”), (4) RSUs, (5) other stock-based awards, and (6) cash-based awards. The Amended and Restated 2020 Plan initially provided for the issuance of up to 10,000,000 20 110 100 ten years 32,808,160 General A summary of the stock option activity and related information for the Plans for the three months ended March 31, 2022 is as follows: Shares Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2021 25,780,262 $ 1.83 8.83 $ — Grants 40,660,690 0.46 Exercised — — Forfeitures or expirations (612 ) 1,755.85 Outstanding at March 31, 2022 66,440,340 $ 0.98 9.38 $ 372,186 Exercisable at March 31, 2022 11,150,220 $ 2.54 8.36 $ The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s closing stock price at the respective dates. The weighted average fair value of options granted for the three-month periods ended March 31, 2022 and 2021 was $ 0.18 1.10 The Company measures the fair value of stock options on the date of grant, based on the Black Scholes option pricing model using certain assumptions discussed below, and the closing market price of the Company’s common stock on the date of the grant. The fair value of the award is measured on the grant date. One-third 12 months 1/36th 24 months ten years one-year one year The assumptions used in the valuation of stock options granted during the three months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Risk-free interest rate 1.67 2.22 % 1.00 1.34 % Expected term of option 6.00 6.25 6.00 Expected stock price volatility 131.61 133.20 % 132.23 132.78 % Expected dividend yield 0.0 0.0 The risk-free interest rate is based on the yield of Daily U.S. Treasury Yield Curve Rates with terms equal to the expected term of the options as of the grant date. The expected term of options is determined using the simplified method, as provided in an SEC Staff Accounting Bulletin, and the expected stock price volatility is based on the Company’ historical stock price volatility. Stock-based compensation expense relating to options granted of $ 2.6 million 1.9 million 0.7 million Stock-based compensation expense relating to options granted of $ 1.2 million 0.8 million 0.4 million As of March 31, 2022, the Company had approximately $ 18.9 million 2.38 Employee Stock Purchase Plans On May 3, 2019, the Company’s stockholders approved the Tonix Pharmaceuticals Holdings Corp. 2019 Employee Stock Purchase Plan (the “2019 ESPP”). As a result of adoption of the 2020 ESPP, as defined below, by the stockholders, no further grants may be made under the 2019 ESPP Plan. On May 1, 2020, the Company’s stockholders approved the Tonix Pharmaceuticals Holdings Corp. 2020 Employee Stock Purchase Plan (the “2020 ESPP”). As a result of the adoption of the 2022 ESPP, as defined below, by the stockholders, no further grants may be made under the 2020 ESPP Plan. On May 6, 2022, the Company’s stockholders approved the Tonix Pharmaceuticals Holdings Corp. 2022 Employee Stock Purchase Plan (the “2022 ESPP”, and together with the 2019 ESPP and the 2020 ESPP, the “ESPP Plans”)). The 2022 ESPP allows eligible employees to purchase up to an aggregate of 3,000,000 85 7 3,000,000 The ESPP Plans are considered compensatory plans with the related compensation cost expensed over the six-month offering period. For the quarters ended March 31, 2022 and 2021, $ 0 47,000 54,447 28,000 4,000 129,041 40,000 30,000 |
WARRANTS TO PURCHASE COMMON STO
WARRANTS TO PURCHASE COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Warrants To Purchase Common Stock | |
WARRANTS TO PURCHASE COMMON STOCK | NOTE 14 – WARRANTS TO PURCHASE COMMON STOCK The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at March 31, 2022: Exercise Number Expiration Price Outstanding Date $ 0.50 24,920 November 2024 $ 0.57 123,500 February 2025 $ 35.00 490,571 December 2023 638,991 No warrants were exercised during the quarter ended March 31, 2022. During the quarter ended March 31, 2021, 3,400 0.57 2,000 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
LEASES | NOTE 15 – LEASES The Company has various operating lease agreements, which are primarily for office space. These agreements frequently include one or more renewal options and require the Company to pay for utilities, taxes, insurance and maintenance expense. No lease agreement imposes a restriction on the Company’s ability to engage in financing transactions or enter into further lease agreements. At March 31, 2022, the Company has right-of-use assets of $ 0.8 million 0.8 million 0.4 million 0.4 million At March 31, 2022, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as follows (in thousands): Year Ending December 31, Remainder of 2022 $ 354 2023 169 2024 145 2025 149 817 Included interest (15 ) $ 802 No new and amendments to operating leases were entered into by the Company during either of the quarters ended March 31, 2022 and 2021. Operating lease expense was $ 0.2 million Other information related to leases is as follows: Cash paid for amounts included in the measurement of lease liabilities: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Operating cash flow from operating leases (in thousands) $ 156 $ 158 Weighted Average Remaining Lease Term Operating leases 2.70 3.54 Weighted Average Discount Rate Operating leases 1.37 % 1.47 % |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 16 – COMMITMENTS Contractual agreements The Company has entered into contracts with various contract research organizations with outstanding commitments aggregating approximately $ 62.7 million The Company entered into a construction contract with outstanding commitments aggregating approximately $ 18.1 million On March 3, 2021, the Company entered into a $ 2.9 million Defined contribution plan The Company established a qualified defined contribution plan (the “401(k) Plan”) pursuant to Section 401(k) of the Code, whereby all eligible employees may participate. Participants may elect to defer a percentage of their annual pretax compensation to the 401(k) Plan, subject to defined limitations. The Company is required to make contributions to the 401(k) Plan equal to 100 six three 191,000 70,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS Subsequent to March 31, 2022, the Company sold 33.9 6.8 Subsequent to March 31, 2022, the Company sold 13 2 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Interim financial statements | Interim financial statements The unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP 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 condensed consolidated balance sheet as of December 31, 2021 contained herein has been derived from audited financial statements. Operating results for the three months ended March 31, 2022 are not necessarily indicative of results that may be expected for the year ending December 31, 2022. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2022. |
Risks and uncertainties | Risks and uncertainties The Company’s primary efforts are devoted to conducting research and development of innovative pharmaceutical and biological products to address public health challenges. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. Further, the Company does not have any commercial products available for sale and has not generated revenues, and there is no assurance that if its products are approved for sale, that the Company will be able to generate cash flow to fund operations. In addition, there can be no assurance that the Company’s research and development will be successfully completed or that any product will be approved or commercially viable. Moreover, the extent to which COVID-19 impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence at this time. |
Use of estimates | Use of estimates The preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the fair value of stock-based compensation and other equity instruments, and the percent of completion of research and development contracts. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers cash equivalents to be those investments which are highly liquid, readily convertible to cash and have an original maturity of three months or less when purchased. At March 31, 2022 and December 31, 2021, cash equivalents, which consisted of money market funds, amounted to $ 120.5 million 120.4 million 240,000 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that amount to the total shown in the condensed consolidated statement of cash flows: March 31, March 31, (in thousands) Cash and cash equivalents $ 140,435 $ 164,214 Restricted cash 240 240 Total $ 140,675 $ 164,454 |
Property and equipment | Property and equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life, which is 20 years three years five years 63,000 6,000 |
Intangible assets with indefinite lives | Intangible assets with indefinite lives During the year ended December 31, 2015, the Company purchased certain internet domain rights, which were determined to have an indefinite life. Identifiable intangibles with indefinite lives are not amortized but are tested for impairment annually or whenever events or changes in circumstances indicate that their carrying amount may be less than fair value. As of March 31, 2022, the Company believed that no impairment existed. |
Leases | Leases The Company determines if an arrangement is, or contains, a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, current and operating lease liabilities, noncurrent in the Company’s condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the transition date and subsequent lease commencement dates in determining the present value of lease payments. This is the rate the Company would have to pay if borrowing on a collateralized basis over a similar term to each lease. The operating lease ROU asset excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments made under operating leases is recognized on a straight-line basis over the lease term. |
Research and Development Costs | Research and Development Costs The Company outsources certain of its research and development efforts and expenses these costs as incurred, including the cost of manufacturing products for testing, as well as licensing fees and costs associated with planning and conducting clinical trials. The value ascribed to patents and other intellectual property acquired has been expensed as research and development costs, as such property is related to particular research and development projects and had no alternative future uses. The Company estimates its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company accounts for trial expenses according to the timing of various aspects of the trial. The Company determines accrual estimates taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. |
Stock-based compensation | Stock-based compensation All stock-based payments to employees and to nonemployees for their services, including grants of restricted stock units (“RSUs”), and stock options, are measured at fair value on the grant date and recognized in the condensed consolidated statements of operations as compensation or other expense over the requisite service period. The Company accounts for share-based awards in accordance with the provisions of the Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation. |
Foreign Currency Translation | Foreign Currency Translation Operations of the Company’s Canadian subsidiary, Tonix Pharmaceuticals (Canada), Inc., are conducted in local currency, which represents its functional currency. The U.S. dollar is the functional currency of the other foreign subsidiaries. Balance sheet accounts of the Canadian subsidiary were translated from foreign currency into U.S. dollars at the exchange rate in effect at the balance sheet date and income statement accounts were translated at the average rate of exchange prevailing during the period. Translation adjustments resulting from this process were included in accumulated other comprehensive loss on the consolidated condensed balance sheets. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) represents foreign currency translation adjustments. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records a valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of March 31, 2022, the Company has not recorded any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. |
Per Share Data | Per Share Data The computation of basic and diluted loss per share for the quarters ended March 31, 2022 and 2021 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. All warrants issued participate on a one-for-one basis with common stock in the distribution of dividends, if and when declared by the Board of Directors, on the Company’s common stock. For purposes of computing EPS, these warrants are considered to participate with common stock in earnings of the Company. Therefore, the Company calculates basic and diluted EPS using the two-class method. Under the two-class method, net income for the period is allocated between common stockholders and participating securities according to dividends declared and participation rights in undistributed earnings. No income was allocated to the warrants for the three months ended March 31, 2022 and March 31, 2021, as results of operations were a loss for the period. Potentially dilutive securities (See Note 13 and Note 14) excluded from the computation of basic and diluted net loss per share, as of March 31, 2022 and 2021, are as follows: 2022 2021 Warrants to purchase common stock 638,991 644,906 Options to purchase common stock 66,440,340 22,983,353 Totals 67,079,331 23,628,259 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that amount to the total shown in the condensed consolidated statement of cash flows: | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that amount to the total shown in the condensed consolidated statement of cash flows: March 31, March 31, (in thousands) Cash and cash equivalents $ 140,435 $ 164,214 Restricted cash 240 240 Total $ 140,675 $ 164,454 |
Potentially dilutive securities (See Note 13 and Note 14) excluded from the computation of basic and diluted net loss per share, as of March 31, 2022 and 2021, are as follows: | Potentially dilutive securities (See Note 13 and Note 14) excluded from the computation of basic and diluted net loss per share, as of March 31, 2022 and 2021, are as follows: 2022 2021 Warrants to purchase common stock 638,991 644,906 Options to purchase common stock 66,440,340 22,983,353 Totals 67,079,331 23,628,259 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net consisted of the following (in thousands): | Property and equipment, net consisted of the following (in thousands): March 31 December 31 2022 2021 (in thousands) Land $ 8,011 $ 7,911 Construction in progress 58,875 41,921 Office furniture and equipment 830 756 Laboratory Equipment 2,312 347 Leasehold improvements 23 23 70,051 50,958 Less: Accumulated depreciation and amortization (463 ) (400 ) $ 69,588 $ 50,558 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
A summary of the stock option activity and related information for the Plans for the three months ended March 31, 2022 is as follows: | A summary of the stock option activity and related information for the Plans for the three months ended March 31, 2022 is as follows: Shares Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2021 25,780,262 $ 1.83 8.83 $ — Grants 40,660,690 0.46 Exercised — — Forfeitures or expirations (612 ) 1,755.85 Outstanding at March 31, 2022 66,440,340 $ 0.98 9.38 $ 372,186 Exercisable at March 31, 2022 11,150,220 $ 2.54 8.36 $ |
The assumptions used in the valuation of stock options granted during the three months ended March 31, 2022 and 2021 were as follows: | The assumptions used in the valuation of stock options granted during the three months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Risk-free interest rate 1.67 2.22 % 1.00 1.34 % Expected term of option 6.00 6.25 6.00 Expected stock price volatility 131.61 133.20 % 132.23 132.78 % Expected dividend yield 0.0 0.0 |
WARRANTS TO PURCHASE COMMON S_2
WARRANTS TO PURCHASE COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants To Purchase Common Stock | |
The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at March 31, 2022: | The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at March 31, 2022: Exercise Number Expiration Price Outstanding Date $ 0.50 24,920 November 2024 $ 0.57 123,500 February 2025 $ 35.00 490,571 December 2023 638,991 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
At March 31, 2022, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as follows (in thousands): | At March 31, 2022, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as follows (in thousands): Year Ending December 31, Remainder of 2022 $ 354 2023 169 2024 145 2025 149 817 Included interest (15 ) $ 802 |
Other information related to leases is as follows: | Other information related to leases is as follows: Cash paid for amounts included in the measurement of lease liabilities: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Operating cash flow from operating leases (in thousands) $ 156 $ 158 Weighted Average Remaining Lease Term Operating leases 2.70 3.54 Weighted Average Discount Rate Operating leases 1.37 % 1.47 % |
BUSINESS (Details Narrative)
BUSINESS (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Working capital | $ 137,600 | ||
Accumulated deficit | (386,237) | $ (359,820) | |
Cash and cash equivalents | $ 140,435 | $ 178,660 | $ 164,214 |
The following table provides a
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that amount to the total shown in the condensed consolidated statement of cash flows: (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 140,435 | $ 178,660 | $ 164,214 | |
Restricted cash | 240 | 240 | 240 | |
Total | $ 140,675 | $ 178,900 | $ 164,454 | $ 77,308 |
Potentially dilutive securities
Potentially dilutive securities (See Note 13 and Note 14) excluded from the computation of basic and diluted net loss per share, as of March 31, 2022 and 2021, are as follows: (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net loss per share | 67,079,331 | 23,628,259 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net loss per share | 638,991 | 644,906 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net loss per share | 66,440,340 | 22,983,353 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Cash equivalents | $ 120,500 | $ 120,400 | |
Restricted cash | 240 | $ 240 | $ 240 |
Depreciation and amortization expense | $ 63 | $ 6 | |
Building and Lab Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of property and equipment | 20 years | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of property and equipment | 3 years | ||
Furniture and All Other Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of property and equipment | 5 years |
Property and equipment, net con
Property and equipment, net consisted of the following (in thousands): (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 70,051 | $ 50,958 |
Less: Accumulated depreciation and amortization | (463) | (400) |
Property and equipment, net | 69,588 | 50,558 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 8,011 | 7,911 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 58,875 | 41,921 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 830 | 756 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 2,312 | 347 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 23 | $ 23 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) | Mar. 31, 2022USD ($) | Oct. 01, 2021USD ($) | Dec. 23, 2020USD ($)a | Sep. 28, 2020USD ($)ft² | Mar. 31, 2022USD ($) | Mar. 31, 2022USD ($) |
Land [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Facility purchase | $ 2,100,000 | $ 1,200,000 | ||||
Construction in Progress [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Facility purchase | 13,900,000 | 2,800,000 | $ 800,000 | |||
Office Furniture and Equipment and Laboratory Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Facility purchase | 1,500,000 | |||||
Work-in-process [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Facility purchase | $ 400,000 | |||||
MARYLAND | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Facility purchase | $ 17,500,000 | |||||
MASSACHUSETTS | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Facility purchase | $ 40,200,000 | $ 4,000,000 | ||||
Area of facility | ft² | 40,000 | |||||
Costs incurred | $ 17,400,000 | |||||
MONTANA | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Facility purchase | $ 4,500,000 | |||||
Area of facility | a | 44 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents - fair value | $ 120,500,000 | $ 120,400,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Sep. 03, 2021 | Mar. 31, 2022 | Feb. 10, 2022 | Feb. 09, 2022 | Dec. 31, 2021 | Mar. 26, 2021 | Mar. 25, 2021 |
Equity [Abstract] | |||||||
Common stock, authorized | 1,600,000,000 | 1,600,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | 400,000,000 | |
Number of days closing stock price | 30 days | ||||||
Minimum bid price requirements NASDAQ | $ 1 | ||||||
Period of calendar days to regain compliance | 180 days | ||||||
Consecutive business days for minimum bid price | 10 days | ||||||
Additional period of calendar days to regain compliance | 180 days |
ASSET PURCHASE AGREEMENT WITH_3
ASSET PURCHASE AGREEMENT WITH KATANA (Details Narrative) - Asset Purchase Agreement [Member] - Katana Pharmaceuticals, Inc [Member] | Dec. 22, 2020USD ($) |
Asset Acquisition [Line Items] | |
Consideration paid | $ 700,000 |
Research and development costs | $ 700,000 |
ASSET PURCHASE AGREEMENT WITH_4
ASSET PURCHASE AGREEMENT WITH TRIGEMINA (Details Narrative) | Jun. 11, 2020USD ($)$ / sharesshares |
Asset Purchase Agreement [Member] | Trigemina, Inc.[Member] | |
Asset Acquisition [Line Items] | |
Payment for purchase of assets | $ 824,759 |
Number of shares issued (in shares) | shares | shares | 2,000,000 |
Common stock value (per share) | $ / shares | $ 0.68 |
Research and development costs | $ 2,400,000 |
Assignment and Assumption Agreement [Member] | |
Asset Acquisition [Line Items] | |
Payment for purchase of assets | $ 250,241 |
ASSET PURCHASE AGREEMENT WITH_5
ASSET PURCHASE AGREEMENT WITH TRIMARAN (Details Narrative) | Aug. 19, 2019USD ($) |
Asset Purchase Agreement [Member] | TRImaran Pharma Inc [Member] | |
Asset Acquisition [Line Items] | |
Payment for purchase of assets | $ 100,000 |
Liabilities assumed | 68,500 |
Research and development costs | 168,500 |
Achievement payments payable | 3,400,000 |
WSU License Agreement [Member] | |
Asset Acquisition [Line Items] | |
Reimbursement of patent expenses | 75,000 |
Contingent milestone payment obligation | $ 3,400,000 |
Percentage of royalties payable to any third party for intellectual property rights | 50.00% |
Maximum percentage reduction of royalties payable | 50.00% |
LICENSE AGREEMENT WITH OYAGEN (
LICENSE AGREEMENT WITH OYAGEN (Details Narrative) - License Agreement [Member] - OyaGen Inc [Member] | Apr. 14, 2021USD ($)shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of shares issued (in shares) | shares | 2,752,294 |
Value of shares issued | $ | $ 3,000,000 |
LICENSE AGREEMENT WITH INSERM (
LICENSE AGREEMENT WITH INSERM (Details Narrative) | Feb. 11, 2021USD ($) |
Inserm License Agreement [Member] | Inserm [Member] | Oxytocin-based Therapeutics [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Sales milestones | $ 400,000 |
LICENSE AGREEMENTS WITH COLUM_2
LICENSE AGREEMENTS WITH COLUMBIA UNIVERSITY (Details Narrative) - License Agreement [Member] - Trustees Of Columbia University [Member] - USD ($) | Sep. 16, 2019 | Jun. 30, 2019 | May 20, 2019 | Jun. 30, 2020 |
TFF2 Product [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of third party royalties payable for reduction in royalties payable | 50.00% | |||
Maximum percentage reduction of royalties payable | 50.00% | |||
Contingent milestone payment obligation | $ 4,100,000 | |||
Percentage pay of consideration | 5.00% | |||
Product [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of third party royalties payable for reduction in royalties payable | 50.00% | |||
Maximum percentage reduction of royalties payable | 50.00% | |||
Contingent milestone payment obligation | $ 3,000,000 | |||
Percentage pay of consideration | 5.00% | |||
Percentage of license fee paid | 50.00% | 50.00% |
SALE OF COMMON STOCK (Details N
SALE OF COMMON STOCK (Details Narrative) - USD ($) | Dec. 03, 2021 | Feb. 09, 2021 | Feb. 08, 2021 | Jan. 11, 2021 | Apr. 08, 2020 | May 09, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Purchase Agreement with Lincoln Park [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued (in shares) | 22,000,000 | |||||||
Proceeds from equity offerings | $ 4,500,000 | |||||||
Purchase Agreement with Lincoln Park [Member] | Subsequent Event [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued (in shares) | 13,000,000 | |||||||
Proceeds from equity offerings | $ 2,000,000 | |||||||
Purchase Agreement with Lincoln Park [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Commitment to purchase shares under agreement | $ 80,000,000 | |||||||
Number of shares issued (in shares) | 2,909,091 | |||||||
Number of shares issued, value | $ 1,600,000 | |||||||
Underwriting Agreement [Member] | Alliance Global Partners [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued (in shares) | 58,333,334 | 50,000,000 | ||||||
Proceeds from equity offerings | $ 36,900,000 | |||||||
Sale of stock, price (in dollars per share) | $ 1.20 | $ 0.80 | ||||||
Cash fee | 7.00% | 7.00% | ||||||
Underwriting discount | $ 4,900,000 | $ 2,800,000 | ||||||
Expenses from sale of stock | $ 100,000 | $ 300,000 | ||||||
Sales Agreement [Member] | Alliance Global Partners [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Offering price per agreement | $ 240,000,000 | |||||||
Sales Agent Commission Percentage | 3.00% | |||||||
Number of shares sold | 34,500,000 | |||||||
Sales Agreement [Member] | Alliance Global Partners [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued (in shares) | 9,500,000 | |||||||
Proceeds from equity offerings | $ 6,800,000 | |||||||
Sales Agreement [Member] | Alliance Global Partners [Member] | Subsequent Event [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued (in shares) | 33,900,000 | |||||||
Proceeds from equity offerings | $ 6,800,000 |
A summary of the stock option a
A summary of the stock option activity and related information for the Plans for the three months ended March 31, 2022 is as follows: (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Outstanding at begining | 25,780,262 |
Outstanding at begining | $ / shares | $ 1.83 |
Weighted average remaining contractual term | 8 years 9 months 29 days |
Outstanding at begining | $ | |
Grants | 40,660,690 |
Grants | $ / shares | $ 0.46 |
Exercised | |
Forfeitures or expirations | (612) |
Forfeitures or expirations | $ / shares | $ 1,755.85 |
Outstanding at end | 66,440,340 |
Outstanding at end | $ / shares | $ 0.98 |
Weighted average remaining contractual term | 9 years 4 months 17 days |
Outstanding at end | $ | $ 372,186 |
Exercisable at end | 11,150,220 |
Exercisable at end | $ / shares | $ 2.54 |
Exercisable at end | 8 years 4 months 9 days |
The assumptions used in the val
The assumptions used in the valuation of stock options granted during the three months ended March 31, 2022 and 2021 were as follows: (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate - Minimum | 1.67% | 1.00% |
Risk-free interest rate - Maximum | 2.22% | 1.34% |
Expected term of option | 6 years | |
Expected stock price volatility - minimum | 131.61% | 132.23% |
Expected stock price volatility - maximum | 133.20% | 132.78% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of option | 6 years | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of option | 6 years 3 months |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | May 03, 2019 | Jan. 31, 2022 | Jan. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | May 01, 2020 | Jan. 16, 2020 | May 01, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value of options (in dollars per share) | $ 0.18 | $ 1.10 | ||||||
General and Administrative Expense [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 1,900,000 | $ 800,000 | ||||||
Research and Development Expense [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 700,000 | 400,000 | ||||||
Share-based Payment Arrangement, Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Stock-based compensation expense | $ 2,600,000 | 1,200,000 | ||||||
Unrecognized compensation cost | $ 18,900,000 | |||||||
Unrecognized compensation cost, recognition period | 2 years 4 months 17 days | |||||||
Share-based Payment Arrangement, Option [Member] | Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 1 year | |||||||
Share-based Payment Arrangement, Option [Member] | Executive Officer [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period | 1 year | |||||||
Share-based Payment Arrangement, Option [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 0.3333% | |||||||
Vesting period | 12 months | |||||||
Share-based Payment Arrangement, Option [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 0.0278% | |||||||
Vesting period | 24 months | |||||||
2019 Incentive Stock Option Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized | 140,000 | |||||||
2020 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized | 600,000 | |||||||
Amended and Restated 2020 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized | 10,000,000 | |||||||
Percentage of additional shares authorized | 20.00% | |||||||
Percent of fair value of common stock at grant date | 100.00% | |||||||
Expiration period | 10 years | |||||||
Number of shares available for future grants | 32,808,160 | |||||||
Amended and Restated 2020 Plan [Member] | 10% or more Shareholder [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of fair value of common stock at grant date | 110.00% | |||||||
2022 Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized | 3,000,000 | |||||||
Percent of fair value of common stock at grant date | 85.00% | |||||||
Number of shares available for future grants | 3,000,000 | |||||||
2020 Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for future grants | 7 | |||||||
Number of shares issued under ESPP | 129,041 | 54,447 | ||||||
Transfer to additional paid in capital | $ 40,000 | 28,000 | ||||||
ESPP withholdings returned to employees | 30,000 | 4,000 | ||||||
Employee Stock Purchase Plans [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 0 | $ 47,000 |
The following table summarizes
The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at March 31, 2022: (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number Outstanding | 638,991 |
Warrant One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in dollars per share) | $ / shares | $ 0.50 |
Number Outstanding | 24,920 |
Expiration Date | 2024-11 |
Warrant Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in dollars per share) | $ / shares | $ 0.57 |
Number Outstanding | 123,500 |
Expiration Date | 2025-02 |
Warrant Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in dollars per share) | $ / shares | $ 35 |
Number Outstanding | 490,571 |
Expiration Date | 2023-12 |
WARRANTS TO PURCHASE COMMON S_3
WARRANTS TO PURCHASE COMMON STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Proceeds from the exercise of warrants | $ 2 | |
Warrants from Feb 2020 Financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of exercised warrants | 3,400 | |
Exercise price (in dollars per share) | $ 0.57 | |
Proceeds from the exercise of warrants | $ 2 |
At March 31, 2022, future minim
At March 31, 2022, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as follows (in thousands): (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases | |
Remainder of 2022 | $ 354 |
2023 | 169 |
2024 | 145 |
2025 | 149 |
817 | |
Included interest | (15) |
$ 802 |
Other information related to le
Other information related to leases is as follows: (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases | ||
Operating cash flow from operating leases | $ 156 | $ 158 |
Weighted average remaining lease term operating leases | 2 years 8 months 12 days | 3 years 6 months 14 days |
Weighted average discount rate operating leases | 1.37% | 1.47% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Leases | |||
Right of use asset | $ 760 | $ 914 | |
Operating lease liability | 802 | ||
Lease liability, net of current portion | 405 | 467 | |
Lease liability, current | 397 | $ 489 | |
Operating lease expense | $ 200 | $ 200 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 03, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Outstanding commitments | $ 62,700,000 | ||
Qualified Defined Contribution Plan [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Employer matching contribution | 100.00% | ||
Maximum annual contributions per employee | 6.00% | ||
Maximum annual contributions per employer | 3.00% | ||
Administrative expenses | $ 191,000 | $ 70,000 | |
Construction Contract [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Outstanding commitments | $ 18,100,000 | ||
Purchase And Sales Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Outstanding commitments | $ 2,900,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
May 09, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Sales Agreement [Member] | Alliance Global Partners [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued (in shares) | 9,500,000 | ||
Proceeds from stock issuance | $ 6,800,000 | ||
Sales Agreement [Member] | Alliance Global Partners [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued (in shares) | 33,900,000 | ||
Proceeds from stock issuance | $ 6,800,000 | ||
Purchase Agreement with Lincoln Park [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued (in shares) | 22,000,000 | ||
Proceeds from stock issuance | $ 4,500,000 | ||
Purchase Agreement with Lincoln Park [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued (in shares) | 13,000,000 | ||
Proceeds from stock issuance | $ 2,000,000 |