Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity File Number | 001-37411 | |
Entity Registrant Name | Timber Pharmaceuticals, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 59-3843182 | |
Entity Address, Address Line One | 110 Allen Road, Suite 410 | |
Entity Address, City or Town | Basking Ridge | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07920 | |
City Area Code | 908 | |
Local Phone Number | 636-7163 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | TMBR | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 63,678,836 | |
Entity Central Index Key | 0001504167 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 13,860,273 | $ 16,808,539 |
Other current assets | 211,227 | 310,238 |
Total current assets | 14,071,500 | 17,118,777 |
Deposits | 127,534 | 127,534 |
Property and equipment, net | 19,109 | 16,377 |
Right of use asset | 562,236 | 638,786 |
Total assets | 14,780,379 | 17,901,474 |
Current liabilities | ||
Accounts payable | 818,811 | 953,349 |
Accrued expenses | 633,296 | 850,557 |
Lease liability, current portion | 346,580 | 332,817 |
Redeemable Series A preferred stock under redemption (Note 5) | 2,109,600 | 2,055,348 |
Total current liabilities | 3,908,287 | 4,192,071 |
Note payable | 37,772 | |
Lease liability | 241,507 | 331,152 |
Other liabilities | 73,683 | 73,683 |
Total liabilities | 4,223,477 | 4,634,678 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity | ||
Common stock, par value $0.001; 450,000,000 shares authorized; 63,678,836 shares issued and outstanding as of March 31, 2022, and 63,619,140 shares issued and outstanding as of December 31, 2021 | 64,216 | 63,619 |
Additional paid-in capital | 42,450,622 | 42,087,719 |
Accumulated deficit | (31,957,936) | (28,884,542) |
Total stockholders' equity | 10,556,902 | 13,266,796 |
Total liabilities and stockholders' equity | $ 14,780,379 | $ 17,901,474 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 63,678,836 | 63,619,140 |
Common stock, shares outstanding | 63,678,836 | 63,619,140 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total revenue | $ 83,177 | $ 40,734 |
Operating costs and expenses | ||
Research and development | 1,518,959 | 849,518 |
Selling, general and administrative | 1,702,395 | 1,065,389 |
Total operating expenses | 3,221,354 | 1,914,907 |
Loss from operations | (3,138,177) | (1,874,173) |
Other income (expense) | ||
Interest expense | (54,252) | |
Other income | 75,000 | |
Forgiveness of PPP loan | 37,772 | |
Gain (loss) on foreign currency exchange | 6,262 | (87) |
Total other income (expense) | 64,783 | (87) |
Loss before provision for income taxes | (3,073,394) | (1,874,260) |
Net loss | (3,073,394) | (1,874,260) |
Cumulative dividends on Series A preferred stock | (35,887) | |
Net loss attributable to common stockholders | $ (3,073,394) | $ (1,910,147) |
Basic net loss per share attributable to common stockholders | $ (0.05) | $ (0.05) |
Diluted net loss per share attributable to common stockholders | $ (0.05) | $ (0.05) |
Basic weighted average number of shares outstanding | 63,637,712 | 35,079,143 |
Diluted weighted average number of shares outstanding | 63,637,712 | 35,079,143 |
Grant revenue | ||
Total revenue | $ 83,177 | $ 40,734 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Series A preferred stock (if converted)Preferred Stock | Series A WarrantsCommon Stock | Series A WarrantsAdditional Paid-in Capital | Series B WarrantsCommon Stock | Series B WarrantsAdditional Paid-in Capital | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2020 | $ 1,909,805 | $ 27,132 | $ 25,826,295 | $ (18,245,396) | $ 7,608,031 | ||||
Beginning Balance (in shares) at Dec. 31, 2020 | 1,819 | 27,132,420 | |||||||
Increase (decrease) in stockholders' equity | |||||||||
Accrued dividend series A preferred stock | $ 35,887 | (35,887) | (35,887) | ||||||
Exercise of warrants | $ 2,060 | $ (2,060) | $ 7,468 | $ (7,468) | |||||
Exercise of warrants (in shares) | 2,059,613 | 7,467,652 | |||||||
Stock-based compensation | 58,515 | 58,515 | |||||||
Net loss | (1,874,260) | (1,874,260) | |||||||
Ending Balance at Mar. 31, 2021 | $ 1,945,692 | $ 36,660 | 25,839,395 | (20,119,656) | 5,756,399 | ||||
Ending Balance (in shares) at Mar. 31, 2021 | 1,819 | 36,659,685 | |||||||
Beginning Balance at Dec. 31, 2021 | $ 63,619 | 42,087,719 | (28,884,542) | 13,266,796 | |||||
Beginning Balance (in shares) at Dec. 31, 2021 | 63,619,140 | ||||||||
Increase (decrease) in stockholders' equity | |||||||||
Exercise of VARs | $ 597 | (5,379) | (4,782) | ||||||
Exercise of VARs (in shares) | 59,696 | ||||||||
Stock-based compensation | 368,282 | 368,282 | |||||||
Net loss | (3,073,394) | (3,073,394) | |||||||
Ending Balance at Mar. 31, 2022 | $ 64,216 | $ 42,450,622 | $ (31,957,936) | $ 10,556,902 | |||||
Ending Balance (in shares) at Mar. 31, 2022 | 63,678,836 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (3,073,394) | $ (1,874,260) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 368,282 | 58,515 |
Amortization of right of use assets | 76,550 | 56,057 |
Depreciation | 787 | |
Forgiveness of PPP loan | (37,772) | |
Non-cash Interest on redeemable Series A preferred stock | 54,252 | |
Changes in assets and liabilities: | ||
Other current assets | 99,011 | 85,361 |
Deposits | (13,000) | |
Accounts payable | (134,538) | 128,744 |
Accrued expenses | (222,043) | (236,288) |
Lease liability | (75,882) | (53,769) |
Net cash used in operating activities | (2,944,747) | (1,848,640) |
Cash flows from investing activities | ||
Purchase of property and equipment | (3,519) | |
Net cash used in investing activities | (3,519) | |
Net decrease in cash | (2,948,266) | (1,848,640) |
Cash, beginning of period | 16,808,539 | 10,348,693 |
Cash, end of period | 13,860,273 | 8,500,053 |
Non cash investing and financing activities: | ||
Accrued Series A preferred stock dividend | 35,887 | |
Cashless exercise of VARs | $ 60 | |
Series A Warrants | ||
Non cash investing and financing activities: | ||
Cashless exercise of warrants | 2,060 | |
Series B Warrants | ||
Non cash investing and financing activities: | ||
Cashless exercise of warrants | $ 7,468 |
Organization and description of
Organization and description of business operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization and description of business operations | |
Organization and description of business operations | Note 1. Organization and description of business operations Timber Pharmaceuticals, Inc., formerly known as BioPharmX Corporation (together with its subsidiaries Timber Pharmaceuticals Australia Pty Ltd., BioPharmX Inc. and Timber Pharmaceuticals LLC, the “Company” or “Timber”) is incorporated under the laws of the state of Delaware. Timber was founded in 2019 to develop treatments for unmet needs in medical dermatology. Timber has a particular focus on rare diseases or conditions of the skin for which there are no current treatments. Timber is initially targeting multiple indications in rare/orphan dermatology with no approved treatments. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “ Financial Statements and Supplementary Data Merger Agreement On May 18, 2020, BioPharmX Corporation (“BioPharmX”) completed its business combination with Timber Pharmaceuticals LLC, a Delaware limited liability company (“Timber Sub”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the “Merger Agreement”), by and among BioPharmX, Timber Sub and BITI Merger, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), as amended by Amendment No. 1 thereto made and entered into as of March 24, 2020 (the “First Amendment”) and Amendment No. 2 thereto made and entered into as of April 27, 2020 (the “Second Amendment”) (the Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended Merger Agreement”), pursuant to which Merger Sub merged with and into Timber Sub, with Timber Sub surviving as a wholly-owned subsidiary of the Company (the “Merger”). In connection with, and immediately prior to the completion of, the Merger, BioPharmX effected a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of 1 Under the terms of the Amended Merger Agreement, BioPharmX issued shares of common stock to the holders of common units of Timber Sub. Immediately after the Merger, there were approximately 11,849,031 shares of common stock outstanding (after the Reverse Stock Split). Pursuant to the terms of the Amended Merger Agreement, the former holders of common units of Timber Sub (including the Investors, as defined below, but excluding Value Appreciation Rights of Timber Sub (“VARs”), owned in the aggregate approximately 88.5% of the outstanding common stock, with the Company’s stockholders immediately prior to the Merger owning approximately 11.5% of the outstanding common stock. The number of shares of common stock issued to the holders of common units of Timber Sub for each common unit of Timber Sub outstanding immediately prior to the Merger was calculated using an exchange ratio of approximately 629.57 shares of common stock for each Timber Sub unit. In addition, the 584 VARs that were outstanding immediately prior to Merger became denoted and payable in 367,670 shares of common stock at the Effective Time of the Merger (the “Effective Time”). Further, the holder of the 1,819,289 preferred units of Timber Sub outstanding immediately prior to the Merger received 1,819 shares of the newly created convertible Series A preferred stock (the “Series A Preferred Stock”) at the Effective Time. Securities Purchase Agreement On May 18, 2020, Timber and Timber Sub completed a private placement transaction (the “Pre-Merger Financing”) with the Investors pursuant to the Securities Purchase Agreement for an aggregate purchase price of approximately $25.0 million (comprised of (i) approximately $5 million credit with respect to the senior secured notes issued in connection with the bridge loan that certain of the Investors made to Timber Sub at the time of the execution of the Merger Agreement and (ii) approximately $20 million in cash from the Investors). Pursuant to the Pre-Merger Financing, (i) Timber Sub issued and sold to the Investors common units of Timber Sub which converted pursuant to the exchange ratio in the Merger into an aggregate of approximately 4,137,509 shares (the “Converted Shares”) of common stock; and (ii) the Company agreed to issue to each Investor, on the tenth trading day following the consummation of the Merger, (A) Series A Warrants representing the right to acquire shares of common stock (“Series A Warrants”) equal to 75% of the sum of (a) the number of Converted Shares issued to the Investor, without giving effect to any limitation on delivery contained in the Securities Purchase Agreement, and (b) the number of shares of common stock underlying the Series B Warrants issued to the Investor (the “Series B Warrants”) and (B) the Series B Warrants. On June 2, 2020, pursuant to the terms of the Securities Purchase Agreement, the Company issued 8,384,764 Series A Warrants to purchase shares of common stock (“Series A Warrants”) and 7,042,175 Series B Warrants to purchase shares of common stock (“Series B Warrants”). In addition, pursuant to the terms of the Securities Purchase Agreement, dated as of January 28, 2020 between Timber Sub and several of the Investors, the Company issued to such purchasers, on May 22, 2020, warrants to purchase 413,751 shares of common stock (the “Bridge Warrants”) which originally had an exercise price of $2.2362 per share. As a result of the November 2021 Offering (as defined below), the exercise price of the Bridge Warrants was adjusted to $0.31 per share. Investor Warrants Series A Warrants The Series A Warrants have an exercise price of $1.16 per share, were exercisable upon issuance and will expire on the day following the later to occur of (i) June 2, 2025, and (ii) the date on which the Series A Warrants have been exercised in full (without giving effect to any limitation on exercise contained therein) and no shares remain issuable thereunder. As of March 31, 2022, the Series A Warrants are exercisable for 16,701,824 shares of common stock in the aggregate. Pursuant to the Series A Warrants, the Company has agreed not to enter into, allow or be party to certain fundamental transactions, generally including any merger with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of the common stock (a “Fundamental Transaction”) until May 1, 2021. Thereafter, upon any exercise of a Series A Warrant, the holder shall have the right to receive, for each share of common stock that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the option of the holder (without regard to any limitation on the exercise of the Series A Warrant), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the Series A Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of the Series A Warrant). For purposes of any such exercise, the determination of the exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of common stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of common stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Series A Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under the Series A Warrants, upon which the Series A Warrants shall become exercisable for shares of common stock, shares of the common stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the Series A Warrants prior to such Fundamental Transaction, at the holders’ election. Additionally, at the request of a holder delivered before the 90th day after the consummation of a Fundamental Transaction, the Company must purchase such holder’s warrant for the value calculated using the Black-Scholes option pricing model as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated. If the Company fails to issue to a holder of Series A Warrants the number of shares of common stock to which such holder is entitled upon such holder’s exercise of the Series A Warrants, then the Company shall be obligated to pay the holder on each day while such failure is continuing an amount equal to 1.5% of the market value of the undelivered shares determined using a trading price of common stock selected by the holder while the failure is continuing and if the holder purchases shares of common stock in connection with such failure (“Series A Buy-In Shares”), then the Company must, at the holder’s discretion, reimburse the holder for the cost of such Series A Buy-In Shares or deliver the owed shares and reimburse the holder for the difference between the price such holder paid for the Series A Buy-In Shares and the market price of such shares, measured at any time of the holder’s choosing while the delivery failure was continuing. Further, the Series A Warrants provide that, in the event that the Company does not have sufficient authorized shares to deliver in satisfaction of an exercise of a Series A Warrant, then unless the holder elects to void such attempted exercise, the holder may require the Company to pay an amount equal to the product of (i) the number of shares that the Company is unable to deliver and (ii) the highest volume-weighted average price of a share of common stock as quoted on the NYSE American during the period beginning on the date of such attempted exercise and ending on the date that the Company makes the applicable payment. On November 19, 2020, the Company entered into waiver agreements with each of the holders of the Company’s Series A Warrants. Pursuant to the waiver agreements the holders agreed to waive certain provisions in the Warrants in order to allow for one immediate and final reset of the number of shares of common stock underlying the Warrants and the exercise price of the Series A Warrants, and permanently waive the provisions providing for future resets of the number of shares of common stock underlying the Warrants and the exercise price of the Series A Warrants (other than the anti-dilution protection provisions in the Series A Warrants providing for adjustments to the exercise price of the Series A Warrants upon a dilutive issuance). As a result, the exercise price of the Series A Warrants was set at $1.16 per share and the number of shares underlying all of the Series A Warrants was set at 20,178,214. Series B Warrants The Series B Warrants had an exercise price of $0.001 per share, were exercisable upon issuance and were exercised in full on March 4, 2021. The Series B Warrants were exercisable for 22,766,776 shares of common stock in the aggregate. On November 19, 2020, the Company entered into waiver agreements with each of the holders of the Company’s Series B Warrants. Pursuant to the waiver agreements the holders agreed to waive certain provisions in the Warrants in order to allow for one immediate and final reset of the number of shares of common stock underlying the Series B Warrants. As a result, the number of shares underlying all of the Series B Warrants was set at 22,766,776 and the exercise price remains at $0.001 per share. The number of shares underlying a holder’s Series B Warrants was calculated using the existing formula set forth in the Series B Warrants and was reached by dividing the initial purchase price paid by the holder under the Purchase Agreement by a “Reset Price”, equal to the arithmetic average of the five (5) lowest Weighted Average Prices (as defined in the Warrants) of the common stock during the applicable “Reset Period,” in this case being the nine Trading Day (as defined in the Warrants) period ending on the Effective Date (but not less than the Reset Floor Price), and subtracting from such quotient the number of shares of common stock issued (or that were issuable) under the Purchase Agreement to the holder. Bridge Warrants The Bridge Warrants were issued on May 22, 2020, to the Bridge Investors, had an exercise price of $2.2362 per share, were immediately exercisable upon issuance and have a term of five years from the date of issuance. The Bridge Warrants are exercisable for 413,751 shares of common stock in the aggregate. As a result of the November 2021 Offering (as defined below), the exercise price of the Bridge Warrants was adjusted to $0.31 per share. The Bridge Warrants provide that if Timber issues or sells or in accordance with the terms of the Bridge Warrants, is deemed to have issued or sold any shares of common stock for a price per share lower than the exercise price then in effect subject to certain limited exceptions, then the exercise price of the Bridge Warrants shall be reduced to such lower price per share. Upon the consummation of a Fundamental Transaction by the Company, upon any exercise of a Bridge Warrant, the holder shall have the right to receive, for each share of common stock that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the option of the holder (without regard to any limitation on the exercise of the Bridge Warrant), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the Bridge Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of the Bridge Warrant). For purposes of any such exercise, the determination of the exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of common stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of common stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Bridge Warrant following such Fundamental Transaction. The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under the Bridge Warrants, upon which the Bridge Warrants shall become exercisable for shares of common stock, shares of the common stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the Bridge Warrants prior to such Fundamental Transaction, at the holders’ election. Additionally, at the request of a holder of a Bridge Warrant delivered before the 90th day after the consummation of a Fundamental Transaction, Timber or the successor entity must purchase such holder’s warrant for the value calculated using the Black-Scholes option pricing model as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated. The Bridge Warrants also contain a “cashless exercise” feature that allows the holders to exercise the Bridge Warrants without making a cash payment in the event that there is no effective registration statement registering the shares issuable upon exercise of the Bridge Warrants. The Bridge Warrants are subject to a blocker provision which restricts the exercise of the Bridge Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of common stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% or 9.99% of the outstanding shares of common stock (including the shares of common stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Bridge Warrants. November 2021 Offering On November 2, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”), as representative of the several underwriters named in Schedule I thereto, relating to the public offering, issuance and sale of 21,325,000 shares of common stock and, to certain investors, pre-funded warrants to purchase shares of common stock and accompanying warrants to purchase shares of common stock (the “November 2021 Offering”). After giving effect to the sale of additional shares pursuant to the exercise of the option by H.C. Wainwright that closed on November 9, 2021, the total number of shares of common stock (or common stock equivalents) sold by the Company in the offering was 26,953,125, together with warrants to purchase up to 26,953,125 shares of common stock (the “November Warrants”) issued at the closing on November 5, 2021, for total gross proceeds of $17.25 million before deducting underwriting discounts and commissions and other offering expenses, and net proceeds of approximately $15.8 million. As a result of the offering, the exercise price of the Bridge Warrants was adjusted to $0.31 per share. Each share of common stock and pre-funded warrant to purchase one share of common stock was sold together with a November Warrant to purchase one share of common stock. All of the securities sold in the offering were sold by the Company. The public offering price of each share of common stock and accompanying November Warrant was $0.64 and $0.639 for each pre-funded warrant and accompanying November Warrant. The pre-funded warrants were immediately exercisable at a price of $0.001 per share of common stock and were exercised in full on November 5, 2021. The November Warrants were immediately exercisable at a price of $0.70 per share of common stock and expire five years from the date of issuance. No November Warrants have been exercised as of March 31, 2022, or December 31, 2021, respectively. Liquidity and Capital Resources The Company has no product revenues, incurred operating losses since inception, and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company had an accumulated deficit of approximately $32.0 million at March 31, 2022, a net loss of approximately $3.1 million, and approximately $2.9 million of net cash used in operating activities for the three months ended March 31, 2022. As of March 31, 2022, the Company had cash of approximately $13.9 million. Going Concern The Company has evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year beyond the filing of this Quarterly Report on Form 10-Q. Based on such evaluation and the Company's current plans, which are subject to change, management believes that the Company's existing cash and cash equivalents as of March 31, 2022 were sufficient only to satisfy our operating cash needs into the fourth quarter of 2022. The Company’s current cash on hand is potentially not sufficient to satisfy our operating cash needs for the twelve months from the filing of this Quarterly Report on Form 10-Q. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company’s future liquidity and capital funding requirements will depend on numerous factors, including: ● its ability to raise additional funds to finance its operations, including its ability to access financing that may be unavailable due to contractual limitations under the Securities Purchase Agreement; ● the outcome, costs and timing of clinical trial results for the Company’s current or future product candidates, including the timing, progress, costs and results of its planned Phase 3 clinical trial of TMB-001 for the treatment of congenital ichthyosis as well as its ongoing Phase 2b clinical trial of TMB-002 for the treatment of facial angiofibromas in tuberous sclerosis complex; ● the outcome, timing and cost of meeting regulatory requirements established by the U.S Food and Drug Administration (“FDA”) and other comparable foreign regulatory authorities; ● the emergence and effect of competing or complementary products, including the ability of the Company’s existing and future products to compete effectively; ● its ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any payments the Company may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights; ● the cost and timing of completion of commercial-scale manufacturing activities if any of its products are approved for commercial sale; ● the cost of establishing sales, marketing and distribution capabilities for its products in regions where it chooses to commercialize its products on its own; ● the initiation, progress, timing and results of the commercialization of its product candidates, if approved for commercial sale, if approved for commercial sale; ● its ability to retain its current employees and the need and ability to hire additional management and scientific and medical personnel; and, ● the terms and timing of any collaborative, licensing or other arrangements that it has or may establish. The Company will need to raise substantial additional funds through one or more of the following: issuance of additional debt or equity and/or the completion of a licensing or other commercial transaction for one or more of the Company's product candidates. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or convertible debt financings will likely have a dilutive effect on the holdings of the Company's existing stockholders. The impact of the worldwide spread of a novel strain of coronavirus (“COVID-19”) has been unprecedented and unpredictable. |
Significant accounting policies
Significant accounting policies | 3 Months Ended |
Mar. 31, 2022 | |
Significant accounting policies | |
Significant Accounting Policies | Note 2. Significant accounting policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The unaudited condensed consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s unaudited condensed consolidated financial statements relate to the valuations of warrants, and equity-based awards. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Research and Development Research and development costs, including in-process research and development acquired as part of an asset acquisition for which there is no alternative future use, are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Accrued Outsourcing Costs Substantial portions of the Company’s preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively “CROs”). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestone achievement. For preclinical studies, the Company accrues expenses based upon estimated percentage of work completed and the contract milestones remaining. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors. The Company outsources a substantial portion of its clinical trial activities, utilizing external entities such as CROs, independent clinical investigators, and other third-party service providers to assist the Company with the execution of its clinical studies. For each clinical trial that the Company conducts, certain clinical trial costs are expensed immediately, while others are expensed over time based on the number of patients in the trial, the attrition rate at which patients leave the trial, and/or the period over which clinical investigators or CROs are expected to provide services. The Company’s estimates depend on the timeliness and accuracy of the data provided by the CROs regarding the status of each program and total program spending. The Company periodically evaluates the estimates to determine if adjustments are necessary or appropriate based on information it receives. Fair Value Measurement The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of March 31, 2022 and December 31, 2021, the recorded values of prepaid expenses, accounts payable and accrued expenses, approximate the fair values due to the short-term nature of the instruments. Leases The Company accounts for its leases under the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 842, Leases In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. Revenue Recognition The Company has not yet generated any revenue from product sales. The Company’s source of revenue in 2022 and 2021 has been from grants. When grant funds are received after costs have been incurred, the Company records grant revenue upon the receipt of cash. Warrants The Company estimates the fair value of certain common stock warrants using a Black-Scholes option pricing model, and the assumptions used in calculating the fair value of such warrants represented management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The fair value of common stock warrants has been recorded in equity as additional paid-in-capital. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation,” which requires the measurement and recognition of compensation expense based on estimated fair market values for all share-based awards made to employees and directors, including stock options. The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant-date fair value of the awards and actual forfeitures. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock- based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company. Series A Preferred Stock On November 23, 2021, the Company received a request for redemption by TardiMed for the Series A Preferred Stock. The Company’s Series A Preferred Stock, was redeemable at December 31, 2021 subject to certain limitations under Delaware law, and was recorded at the redemption value of $2.1 million. Interest is accrued on the unredeemed balance at 8%. The Company has asserted that such right to redemption is currently limited under Delaware corporate law. As a result of the request, the Series A Preferred Stock has been reclassified as a liability, Redeemable Series A Preferred Stock under redemption. The Series A Preferred Stock will continue to accrue dividends but as a liability and dividends will be recorded prospectively as non-cash interest expense in the Consolidated Statement of Operations until such time as the Series A Preferred Stock is redeemed (See Note 5 Loss Per Share Basic net income (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. To calculate the basic EPS numerator, income available to common stockholders must be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not declared) from income from continuing operations and also from net income. If there is a loss from continuing operations or a net loss, the amount of the loss shall be increased by those preferred dividends. The outstanding Series A Preferred Stock has cumulative dividends, whether or not declared. Accordingly, the Company reduced the numerator for basic EPS by deducting/(increasing) the amount of cumulative preferred dividend from net income/(loss) in each period presented prior to the Company’s Series A Preferred Stock becoming redeemable. The basic and diluted net loss amounts are the same for the three months ended March 31, 2022 and 2021, respectively, as a result of the net loss and anti-dilutive impact of the potentially dilutive securities. Potentially dilutive shares are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, value appreciation rights, and warrants. Potentially dilutive shares issuable upon conversion of the Series A Preferred Stock are calculated using the if-converted method. The following is a reconciliation of the numerator and denominator of the diluted net income (loss) per share computations for the periods presented below: Three Months Ended March 31, 2022 2021 Basic and diluted loss per share: Net (loss) income $ (3,073,394) $ (1,874,260) Cumulative dividends on Series A preferred stock — (35,887) Net (loss) income attributable to common stockholders $ (3,073,394) $ (1,910,147) Basic and diluted weighted average number of shares outstanding 63,637,712 35,079,143 Basic and Diluted net (loss) per share attributable to common stockholders $ (0.05) $ (0.05) Securities that could potentially dilute loss per share in the future were not included in the computation of diluted loss per share for the three months ended March 31, 2022 and 2021, respectively, because their inclusion would be anti-dilutive are as follows (unaudited): March 31, 2022 2021 Series A warrants 16,701,824 16,701,824 Bridge warrants 413,751 413,751 Value appreciation rights 227,277 367,671 Options to purchase common stock 2,657,640 184,456 Series A preferred stock (if converted) 116,849 100,753 Legacy stock options 15,781 15,781 Legacy warrants 211,770 219,928 Warrants issued in the November 2021 Financing 26,953,125 — 47,298,017 18,004,164 Income taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more-likely than not that some or all of the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. In accordance with this guidance, tax positions must meet a more likely than not recognition threshold and measurement attribute for the financial statement recognition and measurement of tax position. The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying consolidated statements of operations. Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company adopted ASU 2020-06 as of January 1, 2022 and adoption did not have a material the Company’s financial statements or related disclosures. In May 2021, the FASB issued ASU 2021 , Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments ( ), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity ( ). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The Company adopted ASU 2021-04 as of January 1, 2022 and adoption did not |
Purchases of Assets
Purchases of Assets | 3 Months Ended |
Mar. 31, 2022 | |
Purchases of Assets | |
Purchases of Assets | Note 3. Purchases of Assets Acquisition of Intellectual Property Rights from Patagonia Pharmaceuticals LLC (“Patagonia”) On February 28, 2019, the Company acquired the intellectual property rights to a topical formulation of isotretinoin for the treatment of congenital ichthyosis and identified as TMB-001, formerly PAT-001, from Patagonia (the “TMB-001 Acquisition”). Upon closing of the TMB-001 Acquisition, the Company paid a one-time upfront payment of $50,000 to Patagonia. Patagonia is entitled to up to $27.0 million of cash milestone payments relating to certain regulatory and commercial achievements of TMB-001, with the first being $4.0 million for the initiation of a Phase 3 pivotal trial, as agreed with the FDA and defined as the first patient enrolled in such trial for the product. In addition, Patagonia is entitled to net sales earn-out payments ranging from low single digits to mid-double digits. The Company is responsible for all development activities. The potential regulatory and commercial milestones are not yet considered probable at March 31, 2022, and no milestone payments have been accrued at March 31, 2022 and December 31, 2021. Management anticipates that the first $4.0 million milestone payment will likely become payable during the second quarter of 2022 now that the FDA’s 30-day review period following the submission of the Phase 3 protocol elapsed on May 9, 2022, without comment. On June 26, 2019 the Company acquired the intellectual property rights to a locally administered formulation of Sitaxsentan for the treatment of cutaneous fibrosis and/or pigmentation disorders, and identified as TMB-003, formerly PAT-S03, from Patagonia (the “TMB-003 Acquisition”). Upon closing of the TMB-003 Acquisition, the Company paid a one-time upfront payment of $20,000 to Patagonia. Patagonia is entitled to up to $10.25 million of cash milestone payments relating to certain regulatory and commercial achievements of TMB-003, with the first being a one-time payment of $250,000 upon the opening of an IND with the FDA. In addition, Patagonia is entitled to net sales earn-out payments ranging from low to mid-single digits. The Company is responsible for all development activities. The potential regulatory and commercial milestones are not yet considered probable, and no milestone payments have been accrued at March 31, 2022 and December 31, 2021, respectively. On January 12, 2021, the Company announced that the FDA has granted orphan drug designation to TMB-003. Acquisition of License from AFT Pharmaceuticals Limited (“AFT”) On July 5, 2019, the Company and AFT entered into a license agreement which provides the Company with (i) an exclusive license to certain licensed patents, licensed know-how and AFT trademarks to commercialize Pascomer in the United States, Canada and Mexico and (2) a co-exclusive license to develop Pascomer in this territory. Concurrently, the Company granted to AFT an exclusive license to commercialize Pascomer outside of the Company’s territory and co-exclusive sublicense to develop and manufacture the licensed product for commercialization outside of the Company’s territory (the “AFT License Agreement”). The development of Pascomer is being conducted pursuant to a written development plan, written by AFT and approved by the joint steering committee, which is reviewed on at least an annual basis. AFT shall perform clinical trials of Pascomer in the specified territory and shall perform all CMC (chemistry, manufacturing and controls) and related activities to support regulatory approval. The Company is responsible for all expenses incurred by AFT during the term of the AFT License Agreement and shall equally share all costs and expenses with AFT, incurred by AFT for development and marketing work performed in furtherance of regulatory approval and commercialization worldwide, outside of the specified territory. The Company is entitled to receive 50% of the economics (royalties and milestones) in any licensing transaction that AFT executes outside of North America, Australia, New Zealand, and Southeast Asia. In March 2021 the Company announced that its development partner, AFT Pharmaceuticals Limited has signed an exclusive license and supply agreement with Desitin Arzneimittel GmbH (“Desitin”) for Pascomer for the treatment of facial angiofibromas associated with tuberous sclerosis complex (TSC) in Europe. Pursuant to the AFT License Agreement, the Company was obligated to reimburse AFT for previously spent development costs, subject to certain limitations, and to pay a one-time, irrevocable, and non-creditable upfront payment to AFT, payable in scheduled installments which was paid in 2020. AFT is entitled to up to $25.5 million of cash milestone payments if TMB-002 achieves certain regulatory and commercial milestones, with the first payment of $1.0 million upon the successful completion of a Phase 2b trial defined as the achievement of the trial’s primary clinical endpoints. In addition, AFT is entitled to net sales royalties ranging from high single digits to low double digits for the program licensed. The potential regulatory and commercial milestones are not considered probable, and no milestone payments have been accrued at March 31, 2022 and December 31, 2021, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses | |
Accrued Expenses | Note 4. Accrued Expenses As of March 31, 2022 and December 31, 2021, the Company’s accrued expenses consisted of the following: March 31, December 31, 2022 2021 Research and development $ 135,640 $ 77,118 Professional fees 293,969 210,343 Personnel expenses 184,489 502,180 Other 19,198 60,916 Total $ 633,296 $ 850,557 |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholder's Equity | |
Stockholder's Equity | Note 5. Stockholder’s Equity The Company entered into a Merger Agreement with BioPharmX and effective May 18, 2020, the Company converted its common and preferred units into shares of common and preferred stock (see ). Series B Warrants During the three months ended March 31, 2021, the remaining Series B Warrants outstanding totaling 7,474,033 were exercised on a cashless basis, and the Company issued 7,467,652 shares of its common stock. Shares Weighted Aggregate Underlying Average Intrinsic Warrants Exercise Price Value Outstanding as of January 1, 2020 7,474,033 $ 0.001 $ 7,474 Exercised (7,474,033) $ 0.001 — Outstanding and exercisable as of March 31, 2021 — $ — $ — Series A Warrants During the three months ended March 31, 2021, 3,476,390 Series A Warrants were exercised on a cashless basis, and the Company issued 2,059,613 shares of its common stock. The following is a summary of Series A Warrants outstanding as of March 31, 2022: Weighted Average Shares Weighted Remaining Aggregate Underlying Average Contractual Intrinsic Warrants Exercise Price Term (Years) Value Outstanding as of December 31, 2021 20,178,214 $ 1.16 3.4 — Outstanding and exercisable as of March 31, 2022 20,178,214 $ 1.16 3.2 $ — Bridge Warrants The following table summarizes the Company’s Bridge Warrants for the three months ended March 31, 2022: Weighted Average Shares Weighted Remaining Aggregate Underlying Average Contractual Intrinsic Warrants Exercise Price Term (Years) Value Outstanding as of December 31, 2021 413,751 $ 0.31 3.4 $ — Outstanding and exercisable as of March 31, 2022 413,751 $ 0.31 3.1 $ — November 2021 Warrants No warrants have been exercised as of March 31, 2022, or December 31, 2021 (See ). The following table summarizes the Company’s November Warrants for the three months ended March 31, 2022: Weighted Average Shares Weighted Remaining Aggregate Underlying Average Contractual Intrinsic Warrants Exercise Price Term (Years) Value Outstanding as of December 31, 2021 26,953,125 $ 0.70 4.8 $ — Outstanding and exercisable as of March 31, 2022 26,953,125 $ 0.70 4.6 $ — Redeemable Series A Preferred Stock In connection with the Merger, on May 18, 2020, the Company filed a Certificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware that became effective immediately. Pursuant to the Certificate of Designations, the Company designated 2,500 shares of the Company’s previously undesignated preferred stock as Series A Preferred Stock. The shares of Series A Preferred Stock have no voting rights. The holders of the Series A Preferred Stock are entitled to cumulative dividends from an after the date of issuance at a per annum of eight percent (8.00%) of the stated value. Dividends will be payable as and if declared by the Board out of amounts legally available therefore or upon a liquidation or redemption. Each share of Series A Preferred Stock is convertible at any time at the holder’s option into a number of shares of common stock (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions as specified in the Certificate of Designations) at a conversion price equal to the stated value of the Series A Preferred Stock of $1,000 (plus any accrued dividends) divided by the conversion price, or $18.054. Holders of the Series A Preferred Stock are entitled to a liquidation preference in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. In addition, upon a Change of Control, the Series A Preferred Stock shall be redeemable for cash at the option of the holders, in whole or in part. As of May 18, 2020, pursuant to the Merger Agreement, the holder of 1,819,289 preferred units of Timber Sub outstanding immediately prior to the Merger, received 1,819 shares of newly created convertible Series A Preferred Stock. The Company’s Series A Preferred Stock, as to which the holder has demanded redemption, was redeemable at December 31, 2021, subject to certain limitations under Delaware law, and was recorded at the redemption value of approximately $2.1 million at March 31, 2022 and December 31, 2021, respectively. Interest is accrued on the unredeemed balance at 8% annually. On November 23, 2021, the Company received a request for redemption by TardiMed for the Series A Preferred Stock. The Company has asserted that such right to redemption is currently limited under Delaware corporate law. As a result of the request, the convertible Series A Preferred Stock was reclassified as a liability, Redeemable Series A Preferred Stock under redemption. The Series A Preferred Stock will continue to accrue dividends but as a liability, the dividends will be recorded prospectively as non-cash interest expense in the Condensed Consolidated Statement of Operations until such time as the Series A Preferred Stock is redeemed. The Company recognized non-cash interest expense of $52,452 during the three months ended March 31, 2022 and dividends of $35,887 during the three months ended March 31, 2021. As result of the reclassification interest is now recorded in the Consolidated Statement of Operations rather than additional-paid-in-capital. |
Equity-based compensation
Equity-based compensation | 3 Months Ended |
Mar. 31, 2022 | |
Equity-based compensation | |
Equity-based compensation | Note 6. Equity-based compensation On May 18, 2020, the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) became effective, and the 2020 Plan reserved a total of 970,833 shares of common stock for issuance. The 2020 Plan provides for options to purchase shares of common stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards, other stock-based awards and other cash-based awards. Options granted generally vest over a period of three years and have a maximum term of ten years from the date of grant. On April 20, 2021, the Board of Directors of the Company approved an amendment increasing the number of shares available for issuance under the 2020 Plan from 2,056,130 to 4,668,319 , which was approved by the Company’s stockholders on July 1, 2021. In accordance with the “evergreen” provision in the 2020 Plan, an additional 2,544,765 shares of common stock were automatically made available for issuance on the first day of 2022, which represents 4% of the number of shares of common stock outstanding on December 31, 2021. As of March 31, 2022, 7,213,084 shares of common stock were reserved for issuance under the 2020 Plan and there are 4,642,817 shares available for issuance at March 31. 2022. Furthermore, as a result of the Merger, the Company assumed the TardiMed 2019 Equity Incentive Plan (the “2019 Plan”) from Timber Sub. The 2019 Plan permits the granting of incentive units (the “Incentive Units”). The maximum aggregate Incentive Units that may be subject to awards and issued under the Plan is 699,454 . At March 31, 2022, Incentive Units outstanding under the 2019 Plan were 227,275 units and 359,486 units as of December 31, 2021, all comprised of VARs. During the three months ended March 31, 2022 and 2021, respectively, equity-based compensation expenses were as follows: Three Months Ended March 31, 2022 2021 General and administrative value appreciation right awards $ (10,754) $ 13,221 Research and development value appreciation right awards — 543 General and administrative stock options 335,779 44,751 Research and development stock options 43,257 — $ 368,282 $ 58,515 Value Appreciation Rights In 2019 the Company granted equity-based awards similar to stock options under the 2019 Plan as VARs. The VARs have an exercise price, a vesting period and an expiration date, in addition to other terms similar to typical equity option grant terms. During the three months ended March 31, 2022 there were no grants of VARs, 52,884 VARs were forfeited, and 79,326 VARs were exercised. There were no grants, forfeitures or VARs exercised during the three months ended March 31, 2021. The following is a summary of VARs outstanding as of March 31, 2022: Weighted Average Weighted Remaining Average Total Intrinsic Contractual Life Number of Units Exercise Price Value (in years) Outstanding as of December 31, 2021 359,487 $ 0.01 $ 136,038 7.6 Exercised (79,326) $ 0.01 - Forfeited (52,884) $ 0.01 - Outstanding as of March 31, 2022 227,277 $ 0.01 $ 85,228 7.3 Value appreciation right awards vested and exercisable at March 31, 2022 101,991 $ 0.01 $ 38,246 7.3 As of March 31, 2022, the unrecognized compensation costs were approximately $0.03 million, which will be recognized over an estimated weighted-average amortization period of 0.3 years. Stock Options The fair value of stock option grants is estimated on the date of grant using the Black-Scholes option-pricing model. The Company was historically a private company and lacked company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption for employee grants is based on a permitted simplified method, which is based on the vesting period and contractual term for each tranche of awards. The mid-point between the weighted-average vesting term and the expiration date is used as the expected term under this method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company did not grant stock options during the three-month periods ended March 31, 2022 and 2021, respectively. The following is a summary of the options outstanding as of March 31, 2022: Weighted Average Shares Weighted Remaining Aggregate Underlying Average Contractual Intrinsic Options Exercise Price Term (Years) Value Outstanding at December 31, 2021 2,696,473 $ 1.09 9.6 — Forfeited (38,833) 2.87 - Outstanding at March 31, 2022 2,657,640 $ 1.06 9.3 $ — Exercisable at March 31, 2022 408,675 $ 1.31 9.2 $ — As of March 31, 2022, the unrecognized compensation costs related to stock options were approximately $0.7 million, which will be recognized over an estimated weighted-average amortization period of 1.06 years. As part of the Merger, the Company assumed the following legacy stock options and warrants: Weighted Shares Average Underlying Weighted Remaining Aggregate Options and Average Contractual Intrinsic Warrants Exercise Price Term (Years) Value Legacy BioPharmX options - March 31, 2022 15,781 $ 75.27 1.1 $ — Legacy BioPharmX warrants - December 31, 2021 219,928 $ 87.21 1.8 $ — Expired (2,222) $ 225.00 — — Legacy BioPharmX warrants - March 31, 2022 217,706 $ 85.77 1.5 $ — |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and contingencies | |
Commitments and contingencies | Note 7. Commitments and contingencies Leases On March 10, 2021, the Company entered into a lease agreement with SIG 110 LLC with respect to a 3,127 square foot office space at 110 Allen Road, Suite 401, Basking Ridge, New Jersey. Pursuant to the terms of the lease agreement, the initial term is for twenty-four (24) months expiring on March 10, 2023. The initial base rent is $4,690.50 per month for the first twelve (12) months and $6,514.58 for the remaining twelve (12) months. During the three months ended March 31, 2021, in connection with the lease, the Company paid a security deposit of $13,000 , which is included in deposits on the accompanying condensed consolidated balance sheet as of March 31, 2022. In connection with the Merger of BioPharmX, the Company acquired a lease and corresponding sublease for the BioPharmX facility in San Jose, California. The sublease is to be used for general office and research laboratory purposes, has an effective date of February 1, 2020, and has a lease term of 4 years which expires on December 30, 2023. The lease expense is significantly reduced by the payments received in connection with the sublease. The components of lease expense were as follows: Three months ended Three Months Ended March 31, 2022 March 31, 2021 Operating leases: Operating lease cost $ 99,142 $ 86,130 Variable lease cost 18,425 25,392 Operating lease expense $ 117,567 $ 111,522 Lease income - sub lease (106,761) (103,307) Net rent expense $ 10,806 $ 8,215 Other information: Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Operating cash flows - operating leases $ 98,448 $ 83,842 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 122,809 Weighted-average remaining lease term – operating leases 1.6 2.6 Weighted-average discount rate – operating leases 14.2 % 14.0 % As of March 31, 2022, future minimum payments for the leases are as follows: Operating Leases Year Ended December 31, 2022 $ 308,058 Year Ended December 31, 2023 357,599 Total $ 665,657 Less present value discount (77,570) Operating lease liabilities $ 588,087 Litigation The Company is not currently a party to any legal or governmental regulatory proceedings, nor is management aware of any pending or threatened legal or government regulatory proceedings proposed to be initiated against the Company that would have a material adverse effect on the Company’s business, financial condition or operating results. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assess its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict; therefore, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 8. Related Party Transactions Patagonia Patagonia is a private, family-owned company founded in 2013 to address the medical needs of people with rare and serious dermatological conditions. On February 28, 2019 and June 26, 2019, the Company acquired the TMB-001 and TMB-003 licenses from Patagonia (see Note 3 On March 4, 2022, Zachary Rome stepped down from his positions as the Chief Operating Officer and Executive Vice-President of the Company. As a result of his resignation, Mr. Rome (i) was entitled to 79,326 shares of common stock underlying vested VARs, or $22,528, at the Company’s election, and (ii) forfeited 52,884 VARs. Mr. Rome continues to serve on the Company’s Board of Directors. On March 4, 2022, Mr. Rome received 59,696 shares of common stock net upon exercise of the VARs after tax withholding. TardiMed The former Chairman of the Board of the Company is a Managing Member of TardiMed. The former Chief Operating Officer, Executive Vice President and Secretary who currently serves on the Company’s Board of Directors is a partner at TardiMed. Our Chief Financial Officer, Treasurer and Executive Vice President of the Company was also a former partner of TardiMed. As of March 31, 2022, TardiMed holds 3,109,067 shares of common stock, which represents approximately 4.9% of the total voting shares outstanding. The Company had no reimbursements to TardiMed in the three-month period ended March 31, 2022, and reimbursed TardiMed $37,201 for management fees and reimbursed expenses in three-month period ended March 31, 2021. As of March 31, 2022, TardiMed holds 1,819 shares of Series A Preferred Stock (see Note 5 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9. Subsequent Events The Company has evaluated its subsequent events from March 31, 2022, through the date these consolidated financial statements were issued and has determined that there are no subsequent events requiring disclosure in these consolidated financial statements other than the items noted below. The Company disbursed approximately $2.225 million for the start of its Phase 3 ASCEND study evaluating TMB-001 in CI in April 2022. On April 4, 2022, Nobelpharma America LLC (“Nobelpharma”) announced that the U.S. Food and Drug Administration (FDA) has approved HYFTOR™ (sirolimus topical gel) 0.2% as the first topical treatment indicated for facial angiofibroma associated with tuberous sclerosis complex in adults and children six (6) years of age or older. Nobelpharma’s formulation has orphan drug status for this indication. As the Company’s product TMB-002, a topical rapamycin cream, is intended for treatment of the same indication, the Company does not intend to proceed with a pivotal Phase 3 clinical trial of TMB-002 in facial angiofibromas at this time, but instead may evaluate potential strategic opportunities for the asset in markets outside of the U.S. and/or other indications. |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant accounting policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The unaudited condensed consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s unaudited condensed consolidated financial statements relate to the valuations of warrants, and equity-based awards. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Research and Development | Research and Development Research and development costs, including in-process research and development acquired as part of an asset acquisition for which there is no alternative future use, are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. |
Accrued Outsourcing Costs | Accrued Outsourcing Costs Substantial portions of the Company’s preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively “CROs”). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestone achievement. For preclinical studies, the Company accrues expenses based upon estimated percentage of work completed and the contract milestones remaining. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors. The Company outsources a substantial portion of its clinical trial activities, utilizing external entities such as CROs, independent clinical investigators, and other third-party service providers to assist the Company with the execution of its clinical studies. For each clinical trial that the Company conducts, certain clinical trial costs are expensed immediately, while others are expensed over time based on the number of patients in the trial, the attrition rate at which patients leave the trial, and/or the period over which clinical investigators or CROs are expected to provide services. The Company’s estimates depend on the timeliness and accuracy of the data provided by the CROs regarding the status of each program and total program spending. The Company periodically evaluates the estimates to determine if adjustments are necessary or appropriate based on information it receives. |
Fair Value Measurement | Fair Value Measurement The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of March 31, 2022 and December 31, 2021, the recorded values of prepaid expenses, accounts payable and accrued expenses, approximate the fair values due to the short-term nature of the instruments. |
Leases | Leases The Company accounts for its leases under the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 842, Leases In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. |
Revenue Recognition | Revenue Recognition The Company has not yet generated any revenue from product sales. The Company’s source of revenue in 2022 and 2021 has been from grants. When grant funds are received after costs have been incurred, the Company records grant revenue upon the receipt of cash. |
Warrants | Warrants The Company estimates the fair value of certain common stock warrants using a Black-Scholes option pricing model, and the assumptions used in calculating the fair value of such warrants represented management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The fair value of common stock warrants has been recorded in equity as additional paid-in-capital. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation,” which requires the measurement and recognition of compensation expense based on estimated fair market values for all share-based awards made to employees and directors, including stock options. The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant-date fair value of the awards and actual forfeitures. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock- based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual’s role at the Company. |
Series A Preferred Stock | Series A Preferred Stock On November 23, 2021, the Company received a request for redemption by TardiMed for the Series A Preferred Stock. The Company’s Series A Preferred Stock, was redeemable at December 31, 2021 subject to certain limitations under Delaware law, and was recorded at the redemption value of $2.1 million. Interest is accrued on the unredeemed balance at 8%. The Company has asserted that such right to redemption is currently limited under Delaware corporate law. As a result of the request, the Series A Preferred Stock has been reclassified as a liability, Redeemable Series A Preferred Stock under redemption. The Series A Preferred Stock will continue to accrue dividends but as a liability and dividends will be recorded prospectively as non-cash interest expense in the Consolidated Statement of Operations until such time as the Series A Preferred Stock is redeemed (See Note 5 |
Loss Per Share | Loss Per Share Basic net income (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. To calculate the basic EPS numerator, income available to common stockholders must be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not declared) from income from continuing operations and also from net income. If there is a loss from continuing operations or a net loss, the amount of the loss shall be increased by those preferred dividends. The outstanding Series A Preferred Stock has cumulative dividends, whether or not declared. Accordingly, the Company reduced the numerator for basic EPS by deducting/(increasing) the amount of cumulative preferred dividend from net income/(loss) in each period presented prior to the Company’s Series A Preferred Stock becoming redeemable. The basic and diluted net loss amounts are the same for the three months ended March 31, 2022 and 2021, respectively, as a result of the net loss and anti-dilutive impact of the potentially dilutive securities. Potentially dilutive shares are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, value appreciation rights, and warrants. Potentially dilutive shares issuable upon conversion of the Series A Preferred Stock are calculated using the if-converted method. The following is a reconciliation of the numerator and denominator of the diluted net income (loss) per share computations for the periods presented below: Three Months Ended March 31, 2022 2021 Basic and diluted loss per share: Net (loss) income $ (3,073,394) $ (1,874,260) Cumulative dividends on Series A preferred stock — (35,887) Net (loss) income attributable to common stockholders $ (3,073,394) $ (1,910,147) Basic and diluted weighted average number of shares outstanding 63,637,712 35,079,143 Basic and Diluted net (loss) per share attributable to common stockholders $ (0.05) $ (0.05) Securities that could potentially dilute loss per share in the future were not included in the computation of diluted loss per share for the three months ended March 31, 2022 and 2021, respectively, because their inclusion would be anti-dilutive are as follows (unaudited): March 31, 2022 2021 Series A warrants 16,701,824 16,701,824 Bridge warrants 413,751 413,751 Value appreciation rights 227,277 367,671 Options to purchase common stock 2,657,640 184,456 Series A preferred stock (if converted) 116,849 100,753 Legacy stock options 15,781 15,781 Legacy warrants 211,770 219,928 Warrants issued in the November 2021 Financing 26,953,125 — 47,298,017 18,004,164 Income taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more-likely than not that some or all of the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. In accordance with this guidance, tax positions must meet a more likely than not recognition threshold and measurement attribute for the financial statement recognition and measurement of tax position. The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying consolidated statements of operations. |
Income taxes | March 31, 2022 2021 Series A warrants 16,701,824 16,701,824 Bridge warrants 413,751 413,751 Value appreciation rights 227,277 367,671 Options to purchase common stock 2,657,640 184,456 Series A preferred stock (if converted) 116,849 100,753 Legacy stock options 15,781 15,781 Legacy warrants 211,770 219,928 Warrants issued in the November 2021 Financing 26,953,125 — 47,298,017 18,004,164 |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company adopted ASU 2020-06 as of January 1, 2022 and adoption did not have a material the Company’s financial statements or related disclosures. In May 2021, the FASB issued ASU 2021 , Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments ( ), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity ( ). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The Company adopted ASU 2021-04 as of January 1, 2022 and adoption did not |
Significant accounting polici_3
Significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant accounting policies | |
Summary of reconciliation of numerator and denominator of diluted net loss per share | Three Months Ended March 31, 2022 2021 Basic and diluted loss per share: Net (loss) income $ (3,073,394) $ (1,874,260) Cumulative dividends on Series A preferred stock — (35,887) Net (loss) income attributable to common stockholders $ (3,073,394) $ (1,910,147) Basic and diluted weighted average number of shares outstanding 63,637,712 35,079,143 Basic and Diluted net (loss) per share attributable to common stockholders $ (0.05) $ (0.05) |
Schedule of anti dilutive securities excluded in the computation of diluted loss per share | March 31, 2022 2021 Series A warrants 16,701,824 16,701,824 Bridge warrants 413,751 413,751 Value appreciation rights 227,277 367,671 Options to purchase common stock 2,657,640 184,456 Series A preferred stock (if converted) 116,849 100,753 Legacy stock options 15,781 15,781 Legacy warrants 211,770 219,928 Warrants issued in the November 2021 Financing 26,953,125 — 47,298,017 18,004,164 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses | |
Schedule of accrued expenses | As of March 31, 2022 and December 31, 2021, the Company’s accrued expenses consisted of the following: March 31, December 31, 2022 2021 Research and development $ 135,640 $ 77,118 Professional fees 293,969 210,343 Personnel expenses 184,489 502,180 Other 19,198 60,916 Total $ 633,296 $ 850,557 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Series A Warrants | |
STOCKHOLDERS' DEFICIT | |
Schedule of warrants outstanding | Weighted Average Shares Weighted Remaining Aggregate Underlying Average Contractual Intrinsic Warrants Exercise Price Term (Years) Value Outstanding as of December 31, 2021 20,178,214 $ 1.16 3.4 — Outstanding and exercisable as of March 31, 2022 20,178,214 $ 1.16 3.2 $ — |
Series B Warrants | |
STOCKHOLDERS' DEFICIT | |
Schedule of warrants outstanding | Shares Weighted Aggregate Underlying Average Intrinsic Warrants Exercise Price Value Outstanding as of January 1, 2020 7,474,033 $ 0.001 $ 7,474 Exercised (7,474,033) $ 0.001 — Outstanding and exercisable as of March 31, 2021 — $ — $ — |
Bridge warrants | |
STOCKHOLDERS' DEFICIT | |
Schedule of warrants outstanding | Weighted Average Shares Weighted Remaining Aggregate Underlying Average Contractual Intrinsic Warrants Exercise Price Term (Years) Value Outstanding as of December 31, 2021 413,751 $ 0.31 3.4 $ — Outstanding and exercisable as of March 31, 2022 413,751 $ 0.31 3.1 $ — |
November 2021 | |
STOCKHOLDERS' DEFICIT | |
Schedule of warrants outstanding | Weighted Average Shares Weighted Remaining Aggregate Underlying Average Contractual Intrinsic Warrants Exercise Price Term (Years) Value Outstanding as of December 31, 2021 26,953,125 $ 0.70 4.8 $ — Outstanding and exercisable as of March 31, 2022 26,953,125 $ 0.70 4.6 $ — |
Equity-based compensation (Tabl
Equity-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Summary of stock based compensation expense | During the three months ended March 31, 2022 and 2021, respectively, equity-based compensation expenses were as follows: Three Months Ended March 31, 2022 2021 General and administrative value appreciation right awards $ (10,754) $ 13,221 Research and development value appreciation right awards — 543 General and administrative stock options 335,779 44,751 Research and development stock options 43,257 — $ 368,282 $ 58,515 |
Summary of VARs issued and outstanding | During the three months ended March 31, 2022 there were no grants of VARs, 52,884 VARs were forfeited, and 79,326 VARs were exercised. There were no grants, forfeitures or VARs exercised during the three months ended March 31, 2021. The following is a summary of VARs outstanding as of March 31, 2022: Weighted Average Weighted Remaining Average Total Intrinsic Contractual Life Number of Units Exercise Price Value (in years) Outstanding as of December 31, 2021 359,487 $ 0.01 $ 136,038 7.6 Exercised (79,326) $ 0.01 - Forfeited (52,884) $ 0.01 - Outstanding as of March 31, 2022 227,277 $ 0.01 $ 85,228 7.3 Value appreciation right awards vested and exercisable at March 31, 2022 101,991 $ 0.01 $ 38,246 7.3 |
Summary of stock options outstanding | The following is a summary of the options outstanding as of March 31, 2022: Weighted Average Shares Weighted Remaining Aggregate Underlying Average Contractual Intrinsic Options Exercise Price Term (Years) Value Outstanding at December 31, 2021 2,696,473 $ 1.09 9.6 — Forfeited (38,833) 2.87 - Outstanding at March 31, 2022 2,657,640 $ 1.06 9.3 $ — Exercisable at March 31, 2022 408,675 $ 1.31 9.2 $ — |
Stock options and warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Summary of stock options outstanding | Weighted Shares Average Underlying Weighted Remaining Aggregate Options and Average Contractual Intrinsic Warrants Exercise Price Term (Years) Value Legacy BioPharmX options - March 31, 2022 15,781 $ 75.27 1.1 $ — Legacy BioPharmX warrants - December 31, 2021 219,928 $ 87.21 1.8 $ — Expired (2,222) $ 225.00 — — Legacy BioPharmX warrants - March 31, 2022 217,706 $ 85.77 1.5 $ — |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and contingencies | |
Schedule of components of lease expense | Three months ended Three Months Ended March 31, 2022 March 31, 2021 Operating leases: Operating lease cost $ 99,142 $ 86,130 Variable lease cost 18,425 25,392 Operating lease expense $ 117,567 $ 111,522 Lease income - sub lease (106,761) (103,307) Net rent expense $ 10,806 $ 8,215 |
Schedule of Other Information | Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Operating cash flows - operating leases $ 98,448 $ 83,842 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 122,809 Weighted-average remaining lease term – operating leases 1.6 2.6 Weighted-average discount rate – operating leases 14.2 % 14.0 % |
Schedule of future minimum payments | Operating Leases Year Ended December 31, 2022 $ 308,058 Year Ended December 31, 2023 357,599 Total $ 665,657 Less present value discount (77,570) Operating lease liabilities $ 588,087 |
Organization and description _2
Organization and description of business operations - Merger Agreement (Details) | May 18, 2020$ / sharesshares | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Merger Agreement | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |
Common shares outstanding | 63,678,836 | 63,619,140 | |
VARs | |||
Merger Agreement | |||
Outstanding at the ending (in shares) | 227,277 | 359,487 | |
Merger Agreement | |||
Merger Agreement | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||
Conversion reverse stock split ratio | 0.0833 | ||
Common shares outstanding | 11,849,031 | ||
Merger Agreement | BioPharmX | |||
Merger Agreement | |||
Outstanding common stock owned | 88.50% | ||
Merger Agreement | Timber Sub | |||
Merger Agreement | |||
Ownership held by stockholders | 11.50% | ||
Common stock issued per unit | 629.57 | ||
Common stock issued for VARs | 367,670 | ||
Preferred units before merger | 1,819,289 | ||
Merger Agreement | Timber Sub | VARs | |||
Merger Agreement | |||
Outstanding at the ending (in shares) | 584 | ||
Merger Agreement | Timber Sub | Series A preferred stock (if converted) | |||
Merger Agreement | |||
Common stock on conversion of units | 1,819 |
Organization and description _3
Organization and description of business operations - Securities Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | May 22, 2020 | May 18, 2020 | Mar. 31, 2022 | Mar. 15, 2021 | Jun. 02, 2020 |
Bridge warrants | |||||
Securities Purchase Agreement | |||||
Warrant exercise price | $ 0.31 | ||||
Series A Warrants | |||||
Securities Purchase Agreement | |||||
Warrants to purchase shares | 16,701,824 | ||||
Warrants exercise price (in dollars per share) | $ 1.16 | ||||
Securities Purchase Agreement | |||||
Securities Purchase Agreement | |||||
Number of shares issued upon conversion | 4,137,509 | ||||
Securities Purchase Agreement | Bridge warrants | |||||
Securities Purchase Agreement | |||||
Warrants to purchase shares | 413,751 | ||||
Warrants exercise price (in dollars per share) | $ 2.2362 | ||||
Securities Purchase Agreement | Series A Warrants | |||||
Securities Purchase Agreement | |||||
Percentage of right to acquire shares | 75.00% | ||||
Warrants to purchase shares | 8,384,764 | ||||
Securities Purchase Agreement | Series B Warrants | |||||
Securities Purchase Agreement | |||||
Warrants to purchase shares | 7,042,175 | ||||
Securities Purchase Agreement | Timber Sub | |||||
Securities Purchase Agreement | |||||
Cash proceeds from issuance of common units | $ 20 | ||||
Private Placement | Securities Purchase Agreement | |||||
Securities Purchase Agreement | |||||
Aggregate purchase price | 25 | ||||
Private Placement | Securities Purchase Agreement | Bridge Loan | |||||
Securities Purchase Agreement | |||||
Aggregate purchase price | $ 5 |
Organization and description _4
Organization and description of business operations - Series A Warrants, Series B Warrants, Bridge Warrants (Details) - $ / shares | May 22, 2020 | Mar. 31, 2022 | Mar. 04, 2021 | Nov. 19, 2020 |
Series A Warrants | ||||
Warrants | ||||
Warrants exercise price (in dollars per share) | $ 1.16 | |||
Warrants to purchase shares | 20,178,214 | |||
Percentage of market trading price to be paid for undeliverable shares | 1.50% | |||
Series B Warrants | ||||
Warrants | ||||
Warrants exercise price (in dollars per share) | $ 0.001 | $ 0.001 | ||
Warrants to purchase shares | 22,766,776 | 22,766,776 | ||
Bridge warrants | ||||
Warrants | ||||
Warrants exercise price (in dollars per share) | $ 2.2362 | |||
Term of warrants | 5 years | |||
Warrants to purchase shares | 413,751 | |||
Warrant exercise price | $ 0.31 | |||
Bridge warrants | Minimum | ||||
Warrants | ||||
Percentage of exercise price on reset price | 4.99% | |||
Bridge warrants | Maximum | ||||
Warrants | ||||
Percentage of exercise price on reset price | 9.99% |
Organization and description _5
Organization and description of business operations - November 2021 Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 09, 2021 | Nov. 05, 2021 | Nov. 02, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | |||||
Common shares outstanding | 63,678,836 | 63,619,140 | |||
Underwriting Agreement | |||||
Class of Warrant or Right [Line Items] | |||||
Share issue price | $ 0.64 | ||||
Initial exercise price | $ 0.31 | ||||
Issuance of common stock and warrants, net of issuance costs (in shares) | 21,325,000 | ||||
Common shares outstanding | 26,953,125 | ||||
Proceeds from the issuance of common stock and warrants, gross | $ 17,250 | ||||
Proceeds from the issuance of common stock and warrants, net of issuance costs | $ 15,800 | ||||
Underwriting Agreement | Maximum | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants to purchase shares | 26,953,125 | ||||
Underwriting Agreement | November 2021 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price | $ 0.70 | ||||
Number of warrants exercised | 0 | 0 | |||
Term of warrants | 5 years | ||||
Underwriting Agreement | Prefunded warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Initial exercise price | $ 0.639 | ||||
Warrants to purchase shares | 1 | ||||
Shares per warrant | 1 | ||||
Warrant exercise price | $ 0.001 |
Organization and description _6
Organization and description of business operations - Liquidity and Capital Resources (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization and description of business operations | |||
Accumulated deficit | $ 31,957,936 | $ 28,884,542 | |
Net loss | 3,073,394 | $ 1,874,260 | |
Net cash used in operating activities | $ 2,944,747 | $ 1,848,640 |
Significant accounting polici_4
Significant accounting policies - Additional information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | May 18, 2020 | |
Class of Stock [Line Items] | |||
Cumulative dividends percentage | 8.00% | ||
Series A preferred stock (if converted) | |||
Class of Stock [Line Items] | |||
Minimum Conversion Price | $ 1,000 | ||
Per share of final price | $ 18.054 | ||
Cumulative dividends percentage | 8.00% | ||
Timber Sub | Redeemable Series A Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Temporary Equity, Accretion to Redemption Value | $ 2,100,000 | $ 2,100,000 |
Significant accounting polici_5
Significant accounting policies - Summary of reconciliation of numerator and denominator of diluted net loss per share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic and diluted loss per share: | ||
Net (loss) income | $ (3,073,394) | $ (1,874,260) |
Cumulative dividends on Series A preferred stock | (35,887) | |
Net loss attributable to common stockholders | $ (3,073,394) | $ (1,910,147) |
Basic weighted average number of shares outstanding | 63,637,712 | 35,079,143 |
Diluted weighted average number of shares outstanding | 63,637,712 | 35,079,143 |
Basic net loss per share attributable to common stockholders | $ (0.05) | $ (0.05) |
Diluted net loss per share attributable to common stockholders | $ (0.05) | $ (0.05) |
Significant accounting polici_6
Significant accounting policies - Anti-dilutive loss per share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 47,298,017 | 18,004,164 |
Series A Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 16,701,824 | 16,701,824 |
Bridge Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 413,751 | 413,751 |
Variable appreciation rights | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 227,277 | 367,671 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 2,657,640 | 184,456 |
Series A preferred stock (if converted) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 116,849 | 100,753 |
Legacy stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 15,781 | 15,781 |
Legacy warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 211,770 | 219,928 |
Warrants issued in the November 2021 Financing | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 26,953,125 |
Purchases of Assets (Details)
Purchases of Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Patagonia license agreement | TMB-001 License | ||
Finite-Lived Intangible Assets [Line Items] | ||
Upfront fee | $ 50,000 | |
Cash milestone payments | 27,000,000 | |
Initial cash milestone | 4,000,000 | |
Accrued milestone payments | 0 | $ 0 |
First milestone payment receivable | 4,000,000 | |
Patagonia license agreement | TMB-003 License | ||
Finite-Lived Intangible Assets [Line Items] | ||
Upfront fee | 20,000 | |
Cash milestone payments | 10,250,000 | |
Initial cash milestone | 250,000 | |
Accrued milestone payments | 0 | 0 |
AFT license agreement | TMB-002 License | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cash milestone payments | 25,500,000 | |
Initial cash milestone | 1,000,000 | |
Accrued milestone payments | $ 0 | $ 0 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Research and development | $ 135,640 | $ 77,118 |
Professional fees | 293,969 | 210,343 |
Personnel expenses | 184,489 | 502,180 |
Other | 19,198 | 60,916 |
Total | $ 633,296 | $ 850,557 |
Stockholder's Equity - Common S
Stockholder's Equity - Common Stock, Bridge Warrants (Details) | May 18, 2020shares | Mar. 31, 2022shares | Dec. 31, 2021shares | May 22, 2020shares |
Common Stock | ||||
Common shares outstanding | 63,678,836 | 63,619,140 | ||
Merger Agreement | ||||
Common Stock | ||||
Common shares outstanding | 11,849,031 | |||
Reverse stock split ratio | 0.0833 | |||
Bridge warrants | ||||
Common Stock | ||||
Warrants to purchase shares | 413,751 |
Stockholder's Equity - Series A
Stockholder's Equity - Series A & B Warrants (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Weighted Average Remaining Contractual Term (Years) rollforward | |||
Weighted average remaining contractual term ( in years) | 3 years 4 months 24 days | ||
Series A Warrants | |||
Class of Stock [Line Items] | |||
Outstanding, beginning of period | 20,178,214 | ||
Exercised | (3,476,390) | ||
Outstanding and exercisable, end of period | 20,178,214 | 20,178,214 | |
Weighted Average Exercise Price Rollforward | |||
Weighted Average Exercise Price | $ 1.16 | $ 1.16 | |
Weighted Average Remaining Contractual Term (Years) rollforward | |||
Weighted average remaining contractual term ( in years) | 3 years 2 months 12 days | ||
Issuance of common stock in warrant exchange (in shares) | 2,059,613 | ||
Series B Warrants | |||
Class of Stock [Line Items] | |||
Outstanding, beginning of period | 7,474,033 | ||
Exercised | (7,474,033) | ||
Outstanding and exercisable, end of period | 7,474,033 | ||
Weighted Average Exercise Price Rollforward | |||
Weighted Average Exercise Price | $ 0.001 | ||
Weighted Average Price, Exercised | $ 0.001 | ||
Weighted Average Remaining Contractual Term (Years) rollforward | |||
Aggregate Intrinsic Value | $ 7,474 | ||
Issuance of common stock in warrant exchange (in shares) | 7,467,652 | ||
Bridge warrants | |||
Class of Stock [Line Items] | |||
Outstanding, beginning of period | 413,751 | ||
Outstanding and exercisable, end of period | 413,751 | 413,751 | |
Weighted Average Exercise Price Rollforward | |||
Weighted Average Exercise Price | $ 0.31 | $ 0.31 | |
Weighted Average Remaining Contractual Term (Years) rollforward | |||
Weighted average remaining contractual term ( in years) | 3 years 1 month 6 days | 3 years 4 months 24 days | |
November 2021 | |||
Class of Stock [Line Items] | |||
Outstanding, beginning of period | 26,953,125 | ||
Outstanding and exercisable, end of period | 26,953,125 | 26,953,125 | |
Weighted Average Exercise Price Rollforward | |||
Weighted Average Exercise Price | $ 0.70 | $ 0.70 | |
Weighted Average Remaining Contractual Term (Years) rollforward | |||
Weighted average remaining contractual term ( in years) | 4 years 7 months 6 days | 4 years 9 months 18 days |
Stockholder's Equity - Redeemab
Stockholder's Equity - Redeemable Series A Preferred Stock (Details) - USD ($) | May 18, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Cumulative dividends percentage | 8.00% | |||
Non-cash interest expense | $ 54,252 | |||
Cumulative dividends on Series A preferred stock | $ 35,887 | |||
Series A preferred stock (if converted) | ||||
Class of Stock [Line Items] | ||||
Preferred stock designated | 2,500 | |||
Cumulative dividends percentage | 8.00% | |||
Minimum conversion price | $ 1,000 | |||
Per share of final price | $ 18.054 | |||
Redeemable Series A Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Non-cash interest expense | 52,452 | |||
Timber Sub | Redeemable Series A Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred units before merger | 1,819,289 | |||
Common stock on conversion of units | 1,819 | |||
Temporary Equity, Accretion to Redemption Value | $ 2,100,000 | $ 2,100,000 |
Equity-based compensation (Deta
Equity-based compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | $ 368,282 | $ 58,515 |
Employee value appreciation right awards | General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | (10,754) | 13,221 |
Employee value appreciation right awards | Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | 543 | |
Stock Options | General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | 335,779 | $ 44,751 |
Stock Options | Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | $ 43,257 |
Equity-based compensation - Val
Equity-based compensation - Value Appreciation Rights (Details) - VARs - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of Units | ||
Outstanding, beginning of period (in shares) | 359,487 | |
Exercised (in shares) | (79,326) | |
Forfeited (in shares) | (52,884) | |
Outstanding, end of period (in shares) | 227,277 | 359,487 |
Value appreciation right awards vested and expected to vest (in shares) | 101,991 | |
Weighted Average Exercise Price | ||
Outstanding, beginning of period (in dollars per shares) | $ 0.01 | |
Exercised (in dollar per share) | 0.01 | |
Forfeited (in dollars per share) | 0.01 | |
Outstanding, end of period (in dollars per shares) | 0.01 | $ 0.01 |
Value appreciation right awards vested and expected to vest (in dollars per shares) | $ 0.01 | |
Total Intrinsic Value | ||
Outstanding, beginning of period, intrinsic value | $ 136,038 | |
Outstanding, end of period, intrinsic value | 85,228 | $ 136,038 |
Value appreciation right awards vested and expected to vest | $ 38,246 | |
Weighted Average Remaining Contractual Life (in years) | ||
Outstanding (in years) | 7 years 3 months 18 days | 7 years 7 months 6 days |
Value appreciation right awards vested and expected to vest (in years) | 7 years 3 months 18 days |
Equity-based compensation - Sto
Equity-based compensation - Stock Options (Details) - Stock Options - $ / shares | Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Shares Underlying Options | ||||
Outstanding, beginning of period (in shares) | 2,696,473 | |||
Granted | 0 | 0 | ||
Forfeited | (38,833) | |||
Outstanding, end of period (in shares) | 2,657,640 | 2,657,640 | 2,696,473 | |
Exercisable, end of period (in shares) | 408,675 | 408,675 | ||
Weighted Average Exercise Price | ||||
Outstanding, beginning of period (in dollars per share) | $ 1.09 | |||
Forfeited | 2.87 | |||
Outstanding, end of period (in dollars per share) | $ 1.06 | 1.06 | $ 1.09 | |
Exercisable, end of period | $ 1.31 | $ 1.31 | ||
Weighted Average Remaining Contractual Term (Years) | ||||
Outstanding, end of period (in years) | 9 years 3 months 18 days | 9 years 7 months 6 days | ||
Exercisable, end of period (in years) | 9 years 2 months 12 days |
Equity-based compensation - Leg
Equity-based compensation - Legacy Stock Options Warrants (Details) - Stock options and warrants - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 |
Legacy BioPharmXOptions | |||
Shares Underlying Options | |||
Outstanding, end of period (in shares) | 15,781 | ||
Weighted Average Exercise Price | |||
Outstanding, end of period (in dollars per share) | $ 75.27 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Weighted Average Remaining Contractual Life (in Years) | 1 year 1 month 6 days | ||
Legacy BioPharmXWarrants | |||
Shares Underlying Options | |||
Shares Underlying Options and Warrants, Expired | (2,222) | ||
Outstanding, end of period (in shares) | 217,706 | 219,928 | 219,928 |
Weighted Average Exercise Price | |||
Weighted Average Exercise Prices, Expired | $ 225 | ||
Outstanding, end of period (in dollars per share) | $ 85.77 | $ 87.21 | $ 87.21 |
Weighted Average Remaining Contractual Term (Years) | |||
Weighted Average Remaining Contractual Life (in Years) | 1 year 6 months | 1 year 9 months 18 days |
Equity-based compensation - Add
Equity-based compensation - Additional information (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | May 18, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jul. 01, 2021 | Apr. 20, 2021 |
2020 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance | 2,544,765 | 970,833 | 7,213,084 | 4,668,319 | 2,056,130 | ||
Shares available for issuance | 4,642,817 | ||||||
Percentage of number of shares of common stock outstanding | 4.00% | ||||||
Vesting period | 3 years | ||||||
Expiration term | 10 years | ||||||
Incentive Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive units outstanding | 227,275 | 359,486 | |||||
Incentive Units | 2019 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum aggregate Units that may be subject to awards and issued under the Plan | 699,454 | ||||||
VARs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive units outstanding | 227,277 | 359,487 | |||||
Unrecognized compensation cost | $ 30 | ||||||
Estimated weighted-average amortization period | 3 months 18 days | ||||||
Number of options granted | 0 | 0 | |||||
Canceled | 52,884 | 0 | |||||
Stock options exercised | 79,326 | 0 | |||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 700 | ||||||
Estimated weighted-average amortization period | 1 year 21 days | ||||||
Options outstanding | 2,657,640 | 2,696,473 | |||||
Number of options granted | 0 | 0 | |||||
Canceled | 38,833 |
Commitments and contingencies_2
Commitments and contingencies (Details) | 3 Months Ended | |||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 10, 2021ft² | Feb. 01, 2020 | |
Operating leases: | ||||
Operating lease cost | $ 99,142 | $ 86,130 | ||
Variable lease cost | 18,425 | 25,392 | ||
Operating lease expense | 117,567 | 111,522 | ||
Lease income - sub lease | (106,761) | (103,307) | ||
Net rent expense | 10,806 | 8,215 | ||
Operating cash flows - operating leases | $ 98,448 | 83,842 | ||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 122,809 | |||
Weighted-average remaining lease term - operating leases | 1 year 7 months 6 days | 2 years 7 months 6 days | ||
Weighted-average discount rate - operating leases | 14.20% | 14.00% | ||
Office spare leased | ft² | 3,127 | |||
Lease term | 24 months | 4 years | ||
Security deposit | $ 13,000 | |||
First 12 months | ||||
Operating leases: | ||||
Base rent per month | 4,690.50 | |||
Remaining 12 months | ||||
Operating leases: | ||||
Base rent per month | $ 6,514.58 |
Commitments and contingencies -
Commitments and contingencies - Future minimum payments (Details) | Mar. 31, 2022USD ($) |
Future minimum payments | |
Year Ended December 31, 2022 | $ 308,058 |
Year Ended December 31, 2023 | 357,599 |
Total | 665,657 |
Less present value discount | (77,570) |
Operating lease liabilities | $ 588,087 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 04, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
VARs | ||||
Related party transactions | ||||
Vested (shares) | 79,326 | |||
Forfeited (in shares) | 52,884 | |||
Patagonia | ||||
Related party transactions | ||||
Number of founder common units issued | 45 | 45 | ||
Patagonia | Zachary Rome | VARs | ||||
Related party transactions | ||||
Vested (shares) | 79,326 | |||
Vested | $ 22,528 | |||
Forfeited (in shares) | 52,884 | |||
Exercised (in shares) | 59,696 | |||
TardiMed | ||||
Related party transactions | ||||
Number of common shares on conversion of units | 3,109,067 | |||
Percentage in total voting shares outstanding | 4.90% | |||
Management fees | $ 0 | $ 37,201 | ||
TardiMed | Series A preferred stock (if converted) | ||||
Related party transactions | ||||
Temporary equity, shares outstanding | 1,819 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended |
Apr. 30, 2022USD ($) | |
Subsequent event | |
SUBSEQUENT EVENTS | |
Milestone payments made | $ 2,225 |