Document and Entity Information
| Document and Entity Information - shares | 6 Months Ended | |
| Jun. 30, 2019 | Aug. 09, 2019 | |
| Document and Entity Information [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Jun. 30, 2019 | |
| Document Fiscal Year Focus | 2019 | |
| Document Fiscal Period Focus | Q2 | |
| Entity Registrant Name | Biostage, Inc. | |
| Entity Central Index Key | 0001563665 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Trading Symbol | BSTG | |
| Entity Common Stock, Shares Outstanding | 7,018,325 | |
| Entity Shell Company | false | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | true | |
| Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
| CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
| Current assets: | ||
| Cash | $ 1,251 | $ 1,305 |
| Restricted cash | 50 | 50 |
| Grant receivable | 223 | 176 |
| Prepaid expenses and other current assets | 516 | 623 |
| Total current assets | 2,040 | 2,154 |
| Property, plant and equipment, net | 477 | 479 |
| Right-of-use assets | 119 | 0 |
| Total non-current assets | 596 | 479 |
| Total assets | 2,636 | 2,633 |
| Current liabilities: | ||
| Accounts payable | 251 | 160 |
| Accrued and other current liabilities | 461 | 404 |
| Warrant liability | 89 | 98 |
| Current portion of operating lease liability | 94 | 0 |
| Total current liabilities | 895 | 662 |
| Operating lease liability, net of current portion | 25 | 0 |
| Total liabilities | 920 | 662 |
| Commitments and contingencies (Note 6) | ||
| Stockholders' equity: | ||
| Undesignated preferred stock, $0.01 par value; 984,000 shares authorized and none issued and outstanding at June 30, 2019 and December 31, 2018 | 0 | 0 |
| Common stock, $0.01 par value; 120,000,000 shares authorized at June 30, 2019 and December 31, 2018; 7,018,325 and 5,669,645 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 70 | 57 |
| Additional paid-in capital | 61,765 | 57,677 |
| Accumulated deficit | (60,119) | (55,763) |
| Total stockholders' equity | 1,716 | 1,971 |
| Total liabilities and stockholders' equity | $ 2,636 | $ 2,633 |
CONSOLIDATED BALANCE SHEETS (Pa
| CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
| Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Common stock, shares authorized | 120,000,000 | 120,000,000 |
| Common stock, shares issued | 7,018,325 | 5,669,645 |
| Common stock, shares outstanding | 7,018,325 | 5,669,645 |
| Undesignated Preferred Stock [Member] | ||
| Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Preferred stock, shares authorized | 984,000 | 984,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
| CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
| Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
| Operating expenses: | ||||
| Research and development | 1,376 | 928 | 2,410 | 1,480 |
| Selling, general and administrative | 1,292 | 1,105 | 2,292 | 2,033 |
| Total operating expenses | 2,668 | 2,033 | 4,702 | 3,513 |
| Operating loss | (2,668) | (2,033) | (4,702) | (3,513) |
| Other income (expense): | ||||
| Grant income | 223 | 76 | 337 | 135 |
| Change in fair value of warrant liability | 16 | (96) | 9 | (220) |
| Other expense | (7) | (7) | ||
| Total other income (expense), net | 239 | (27) | 346 | (92) |
| Net loss | $ (2,429) | $ (2,060) | $ (4,356) | $ (3,605) |
| Basic and diluted net loss per share | $ (0.37) | $ (0.55) | $ (0.69) | $ (1.11) |
| Weighted-average common shares, basic and diluted | 6,592 | 3,720 | 6,299 | 3,238 |
CONSOLIDATED STATEMENTS OF CASH
| CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
| Jun. 30, 2019 | Jun. 30, 2018 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net loss | $ (4,356) | $ (3,605) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Share-based compensation expense | 824 | 267 |
| Depreciation | 115 | 128 |
| Amortization of right-of-use assets | 23 | 0 |
| Change in fair value of warrant liability | (9) | 220 |
| Loss on disposal of property, plant and equipment | 0 | 8 |
| Changes in operating assets and liabilities: | ||
| Grant receivable | (47) | (127) |
| Prepaid expenses and other current assets | 107 | 62 |
| Accounts payable | 56 | (759) |
| Accrued and other current liabilities | 57 | 577 |
| Lease liabilities | (23) | 0 |
| Net cash used in operating activities | (3,253) | (3,229) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Additions to property and equipment | (78) | (89) |
| Cash received from sale of property, plant and equipment | 0 | 64 |
| Net cash used in investing activities | (78) | (25) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Return of related party advance | 0 | (300) |
| Proceeds from issuance of common stock and warrants, net of offering costs | 1,277 | 5,322 |
| Proceeds from exercise of warrants | 2,000 | 0 |
| Net cash provided by financing activities | 3,277 | 5,022 |
| Net increase (decrease) in cash and restricted cash | (54) | 1,768 |
| Cash and restricted cash at beginning of period | 1,355 | 4,038 |
| Cash and restricted cash at end of period | 1,301 | 5,806 |
| Supplemental disclosure of non-cash investing and financing activities: | ||
| Equipment purchases included in accounts payable | 35 | 3 |
| Conversion of Series D preferred stock into common stock | $ 0 | $ 1,475 |
CONSOLIDATED STATEMENTS OF STOC
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Series D Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
| Balance at Dec. 31, 2017 | $ 25 | $ 1,475 | $ 50,157 | $ (48,234) | $ 3,423 |
| Balance (in shares) at Dec. 31, 2017 | 2,507 | 3 | |||
| Net loss | $ 0 | $ 0 | 0 | (3,605) | (3,605) |
| Share-based compensation | 0 | 0 | 267 | 0 | 267 |
| Issuance of common stock and warrants to purchase common stock, net of offering costs | $ 16 | 5,306 | 5,322 | ||
| Issuance of common stock and warrants to purchase common stock, net of offering costs (in shares) | 1,602 | ||||
| Conversion of Series D convertible preferred stock to common stock | $ 16 | $ (1,475) | 1,459 | 0 | 0 |
| Conversion of Series D convertible preferred stock to common stock (in shares) | 1,554 | (3) | |||
| Balance at Jun. 30, 2018 | $ 57 | $ 0 | 57,189 | (51,839) | 5,407 |
| Balance (in shares) at Jun. 30, 2018 | 5,663 | 0 | |||
| Balance at Mar. 31, 2018 | $ 29 | $ 1,475 | 51,323 | (49,779) | 3,048 |
| Balance (in shares) at Mar. 31, 2018 | 2,859 | 3 | |||
| Net loss | $ 0 | $ 0 | 0 | (2,060) | (2,060) |
| Share-based compensation | 0 | 0 | 192 | 0 | 192 |
| Issuance of common stock, net of offering costs | $ 12 | $ 0 | 4,215 | 0 | 4,227 |
| Issuance of common stock, net of offering costs (in shares) | 1,250 | 0 | |||
| Conversion of Series D convertible preferred stock to common stock | $ 16 | $ (1,475) | 1,459 | 0 | |
| Conversion of Series D convertible preferred stock to common stock (in shares) | 1,554 | (3) | |||
| Balance at Jun. 30, 2018 | $ 57 | $ 0 | 57,189 | (51,839) | 5,407 |
| Balance (in shares) at Jun. 30, 2018 | 5,663 | 0 | |||
| Balance at Dec. 31, 2018 | $ 57 | $ 0 | 57,677 | (55,763) | 1,971 |
| Balance (in shares) at Dec. 31, 2018 | 5,670 | 0 | |||
| Net loss | $ 0 | $ 0 | 0 | (4,356) | (4,356) |
| Share-based compensation | 0 | 0 | 824 | 0 | 824 |
| Issuance of common stock and warrants to purchase common stock, net of offering costs | $ 3 | 1,274 | 1,277 | ||
| Issuance of common stock and warrants to purchase common stock, net of offering costs (in shares) | 348 | ||||
| Issuance of common stock from exercise of warrants | $ 10 | $ 0 | 1,990 | 0 | 2,000 |
| Issuance of common stock from exercise of warrants (in shares) | 1,000 | 0 | |||
| Balance at Jun. 30, 2019 | $ 70 | $ 0 | 61,765 | (60,119) | 1,716 |
| Balance (in shares) at Jun. 30, 2019 | 7,018 | 0 | |||
| Balance at Mar. 31, 2019 | $ 62 | $ 0 | 58,965 | (57,690) | 1,337 |
| Balance (in shares) at Mar. 31, 2019 | 6,170 | 0 | |||
| Net loss | $ 0 | $ 0 | 0 | (2,429) | (2,429) |
| Share-based compensation | 0 | 0 | 531 | 0 | 531 |
| Issuance of common stock and warrants to purchase common stock, net of offering costs | $ 3 | $ 0 | 1,274 | 0 | 1,277 |
| Issuance of common stock and warrants to purchase common stock, net of offering costs (in shares) | 348 | 0 | |||
| Issuance of common stock from exercise of warrants | $ 5 | $ 0 | 995 | 0 | 1,000 |
| Issuance of common stock from exercise of warrants (in shares) | 500 | 0 | |||
| Balance at Jun. 30, 2019 | $ 70 | $ 0 | $ 61,765 | $ (60,119) | $ 1,716 |
| Balance (in shares) at Jun. 30, 2019 | 7,018 | 0 |
Overview and Basis of Presentat
| Overview and Basis of Presentation | 6 Months Ended |
| Jun. 30, 2019 | |
| Overview and Basis of Presentation | |
| Overview and Basis of Presentation | 1. Overview and Basis of Presentation Overview Biostage, Inc. (Biostage or the Company) is a biotechnology company developing bioengineered organ implants based on the Company’s novel Cellspan TM technology. The Company’s Cellspan technology is comprised of a biocompatible scaffold that is seeded with the recipient’s own stem cells. The Company believes that this technology may prove to be effective for treating patients across a number of life-threatening medical indications who currently have unmet medical needs. The Company is currently developing its Cellspan technology to treat life-threatening conditions of the esophagus, bronchus and trachea with the objective of dramatically improving the treatment paradigm for those patients. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and acquiring operating assets. The Company has one business segment and does not have significant costs or assets outside the United States. On October 31, 2013, Harvard Bioscience, Inc. (Harvard Bioscience) contributed its regenerative medicine business assets, plus $15 million of cash, into Biostage (formerly “Harvard Apparatus Regenerative Technologies” at time of spin-off.) On November 1, 2013, the spin-off of the Company from Harvard Bioscience was completed. On that date, the Company became an independent company that operates the regenerative medicine business previously owned by Harvard Bioscience. The spin-off was completed through the distribution of all the shares of common stock of Biostage to stockholders of Harvard Bioscience (the “HBIO Distribution”). The Company’s common stock is currently traded on the OTCQB Venture Market under the symbol “BSTG”. Basis of Presentation The consolidated financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (GAAP). Going Concern The Company has incurred substantial operating losses since its inception, and as of June 30, 2019 has an accumulated deficit of approximately $60.1 million and will require additional financing to fund future operations. The Company expects that its cash at June 30, 2019 of $1.3 million will enable it to fund its operating expenses and capital expenditure requirements through the end of August 2019. Therefore, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will need to raise additional funds to fund its operations, including plans to file an Investigational New Drug Application (IND) with the U.S. Food and Drug Administration (FDA) for the adult esophageal disease product candidate in September 2019 to the extent the Company has funds available. In the event the Company does not raise additional capital from outside sources in the near future, it may be forced to curtail or cease its operations. Cash requirements and cash resource needs will vary significantly depending upon the timing of the financial and other resource needs that will be required to complete ongoing development, pre-clinical and clinical testing of products, as well as regulatory efforts and collaborative arrangements necessary for the Company’s products that are currently under development. The Company will seek to raise necessary funds through a combination of public or private equity offerings, debt financings, other financing mechanisms, research grants, or strategic collaborations and licensing arrangements. The Company may not be able to obtain additional financing on favorable terms, if at all. The Company’s operations will be adversely affected if it is unable to raise or obtain needed funding and such circumstance may materially affect the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amount and classifications of liabilities that may result from the outcome of this uncertainty. Net Loss Per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including the assumed exercise of stock options, warrants, and the impact of unvested restricted stock. The Company applies the two-class method to calculate basic and diluted net loss per share attributable to common stockholders as its warrants to purchase common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company has been in a net loss position and the warrant holders do not participate in losses. Basic and diluted shares outstanding are the same for each period presented as all common stock equivalents would be antidilutive due to the net losses incurred. Unaudited Interim Financial Information The accompanying interim consolidated balance sheet as of June 30, 2019, consolidated interim statements of operations and stockholders’ equity for the three and six months ended June 30, 2019 and 2018, and consolidated statements of cash flows for the six months ended June 30, 2019 and 2018 are unaudited. The interim unaudited consolidated financial statements have been prepared in accordance with GAAP on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2019, its results of operations and stockholders’ equity for the three and six-month periods ended June 30, 2019 and 2018, and its consolidated statements of cash flows for the six months ended June 30, 2019 and 2018. The financial data and other information disclosed in these notes related to the three and six-month periods ended June 30, 2019 and 2018 are unaudited. The results for the three and six months ended June 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019, any other interim periods or any future year or period . |
Summary of Significant Accounti
| Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | 6 Months Ended |
| Jun. 30, 2019 | |
| Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | |
| Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | 2. Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements Summary of Significant Accounting Policies The accounting policies underlying the accompanying unaudited consolidated financial statements are those set forth in Note 2 to the consolidated financial statements for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10‑K. SBIR Award On March 28, 2018, the Company was awarded a Fast-Track Small Business Innovation Research (SBIR) grant by the Eunice Kennedy National Institute of Child Health and Human Development to support testing of pediatric Cellspan Esophageal Implants. The award for Phase I, which was earned over the nine months ended September 30, 2018, provided for the reimbursement for up to $225,000 of qualified research and development costs. On October 26, 2018, the Company was awarded Phase II of the SBIR grant for $1.1 million to support development, testing, and translation to the clinic through September 2019. The Phase II grant includes an additional $0.5 million for future period support through September 2020, subject to availability of funding and satisfactory progress on the project. Accordingly, the SBIR grant has the potential to provide a total award of $1.8 million. Grant income is recognized when qualified research and development costs are incurred and recorded in other income (expense), net in the consolidated statements of operations. When evaluating grant revenue from the SBIR grant, the Company considered accounting requirements under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606, Revenue From Contracts With Customers . The Company concluded that ASC 606 did not apply as there is no exchange of goods or services or an exchange of intellectual property between the parties and therefore presents grant income in other income. The Company recognized $337,000 of grant income from the Phase II award during the six months ended June 30, 2019 and $135,000 of grant income from the Phase I award during the six months ended June 30, 2018. Restricted Cash Restricted cash consists of $50,000 held as collateral for the Company’s credit card program as of June 30, 2019 and December 31, 2018. The Company’s statements of cash flows include restricted cash with cash when reconciling the beginning-of-period and end-of-period total amounts shown on such statements. A reconciliation of the cash and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the statement of cash flows is as follows: June 30, December 31, 2019 2018 (In thousands) Cash $ 1,251 $ 1,305 Restricted cash 50 50 Total cash and restricted cash as shown on the statements of cash flows $ 1,301 $ 1,355 Recently Adopted Accounting Pronouncements In June 2018, the FASB issued ASU 2018‑07, Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018‑07) . The new standard simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted ASU 2018‑07 as required on January 1, 2019, and its adoption did not have any material impact on the Company’s consolidated results of operations. In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (ASU 2017‑11) . This guidance is intended to reduce the complexity associated with accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be considered “not indexed to an entity’s own stock” and therefore accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. Down round features are most often found in warrants and conversion options embedded in debt or preferred equity instruments. In addition, the guidance re-characterized the indefinite deferral of certain provisions on distinguishing liabilities from equity to a scope exception with no accounting effect. The Company adopted ASU 2017‑11 as of the required effective date of January 1, 2019, and the adoption of ASU 2017‑11 did not have a material impact on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) , a new standard issued to increase transparency and comparability among organizations related to their leasing activities. This standard established a right-of-use model that requires all lessees to recognize right-of-use assets and lease liabilities on their balance sheet that arise from leases as well as provide disclosures with respect to certain qualitative and quantitative information related to a company’s leasing arrangements to meet the objective of allowing users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. The FASB subsequently issued the following amendments to ASU 2016‑02 that have the same effective date and transition date: ASU 2018‑01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 , ASU 2018‑10, Codification Improvements to Topic 842, Leases , ASU 2018‑11, Leases (Topic 842): Targeted Improvements, ASU 2018‑20, Narrow-Scope Improvement for Lessors , and ASU 2019‑01, Leases (Topic 842): Codification Improvements . The Company adopted these amendments with ASU 2016‑02 (collectively, the new leasing standards) effective January 1, 2019 using the modified retrospective transition approach with no restatement of prior periods or cumulative adjustment to accumulated deficit. Upon adoption, the Company elected the package of transition practical expedients, which allowed the Company to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases. The Company also elected the practical expedient to not reassess certain land easements and made an accounting policy election to not recognize leases with an initial term of 12 months or less within its consolidated balance sheet and to recognize those lease payments on a straight-line basis in its consolidated statements of operations over the lease term. Upon adoption of the new leasing standards the Company recognized a right-of-use asset of approximately $0.2 million and a corresponding operating lease liability of approximately $0.2 million, which are included in the Company’s consolidated balance sheet. The adoption of the new leasing standards did not have an impact on the Company’s consolidated statements of operations. The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company uses the implicit rate when readily determinable and uses its incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date in determining the present value of the lease payments. Since the Company does not have similar term secured borrowing arrangements as its lease arrangements and, therefore, its incremental borrowing rate is not readily determinable, the Company used an incremental borrowing rate based on the lowest grade of debt available in the marketplace for the same term as the associated lease. The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable and are recognized in the Company’s right-of-use assets in the Company’s consolidated balance sheets. The Company’s operating leases are reflected in right-of-use assets, current portion of operating lease liability and operating lease liability, net of current portion, in the Company’s consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For additional information on the adoption of the new leasing standards, see Note 7, Leases , to the consolidated financial statements. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018‑13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirement for Fair Value Measurement . This ASU removes, modifies and adds certain disclosure requirements of ASC Topic 820. The ASU is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2019. The Company is currently evaluating the impact that the adoption of this standard may have on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
Capital Stock
| Capital Stock | 6 Months Ended |
| Jun. 30, 2019 | |
| Capital Stock | |
| Capital Stock | 3. Capital Stock On January 3, 2018, the Company issued 50,000 shares of common stock to Connecticut Children’s Medical Center (Connecticut Children’s) at $2.00 per share and warrants to purchase 75,000 shares of common stock at an exercise price of $2.00 per share, in exchange for aggregate gross proceeds of $100,000 in a private placement transaction of unregistered shares. The warrants were immediately exercisable and expire in January 2023. The Company allocated $51,000 of consideration to the warrants using the relative fair-value method and included such amount in additional paid-in capital. The Company classified these warrants as equity as the warrants do not have any redemption features nor a right to put for cash that is outside the control of the Company. Connecticut Children’s Chief Executive Officer, James Shmerling, is a member of the Company’s Board of Directors as well as the Board of Directors of Connecticut Children’s. On February 20, 2018, the Company issued 302,115 shares of common stock to an investor at a purchase price of $3.31 per share for aggregate gross and net proceeds of approximately $1.0 million in an unregistered private placement transaction. On May 23, 2018, the Company issued 1,000,000 shares of common stock to two new investors at a purchase price of $3.60 per share for aggregate gross and net proceeds of approximately $3.6 million and $3.4 million, respectively, in an unregistered private placement. Following the issuance of these shares, the holders of Series D preferred stock exercised their right to convert all of the 3,108 outstanding shares of Series D preferred stock into 1.554 million shares of common stock as provided for under the Series D preferred stock agreement. On June 29, 2018, the Company issued 250,000 shares of common stock to an investor at a purchase price of $3.60 per share for aggregate gross and net proceeds of approximately $0.9 million and $0.8 million, respectively, in an unregistered private placement transaction. On January 31, 2019, the Company issued 500,000 shares of its common stock to an investor in connection with the exercise of 500,000 warrants, which were previously issued on December 27, 2017, at $2.00 per share in exchange for total gross proceeds in the amount of $1.0 million. On April 24, 2019 and May 3, 2019, the Company issued a total of 500,000 shares of its common stock to an investor in connection with the exercise of 500,000 warrants, which were previously issued on December 27, 2017, at $2.00 per share in exchange for total gross proceeds in the amount of $1.0 million. On June 12, 2019, the Company issued a total of 345,174 shares of its common stock and warrants to purchase 345,174 shares of common stock to a group of investors at an exercise price of $3.70 per share, in exchange for aggregate gross proceeds of $1.3 million. The Company allocated approximately $0.7 million to common stock and $0.6 million to the warrants to purchase common stock using the relative fair value method approach. The Company classified these warrants on its consolidated balance sheets as equity as the warrants do not have any redemption features nor a right to put for cash that is outside the control of the Company, and valued using the Black-Scholes model based on the following inputs: June 12, 2019 Risk-free interest rate 1.86 % Expected volatility 117.1 % Expected term (in years) 5.0 Expected dividend yield — Exercise price $ 3.70 Market value of common stock $ 2.55 During the three months ended June 30, 2019, the Company issued a total of 3,506 shares of its common stock to employees due to the vesting of restricted stock units. |
Fair Value Measurements
| Fair Value Measurements | 6 Months Ended |
| Jun. 30, 2019 | |
| Fair Value Measurements | |
| Fair Value Measurements | 4. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value that prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company had no assets or liabilities classified as Level 2 as of June 30, 2019 and December 31, 2018. The Company’s restricted cash that serves as collateral for the Company’s credit card program is held in a demand money market account and is measured at fair value based on quoted prices, which are Level 1 inputs. The Company classifies warrants to purchase common stock that are accounted for as liabilities as discussed below as Level 3 liabilities. The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2019: Fair Value Measurement as of June 30, 2019 (In thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 50 $ — $ — $ 50 Total $ 50 $ — $ — $ 50 Liabilities: Warrant liability $ — $ — $ 89 $ 89 Total $ — $ — $ 89 $ 89 The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2018: Fair Value Measurement as of December 31, 2018 (In thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 50 $ — $ — $ 50 Total $ 50 $ — $ — $ 50 Liabilities: Warrant liability $ — $ — $ 98 $ 98 Total $ — $ — $ 98 $ 98 The following table presents a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2019: Warrant Liability (In thousands) Balance at December 31, 2018 $ 98 Change in fair value upon re-measurement (9) Balance at June 30, 2019 $ 89 There were no transfers between Level 1, Level 2 and Level 3 in any of the periods reported. The Company has re-measured the warrant liability to estimated fair value at inception, prior to modification and at each reporting date using the Black-Scholes option pricing model with the following weighted average assumptions: June 30, December 31, 2019 2018 Risk-free interest rate 1.73 % 2.46 % Expected volatility 123.1 % 121.9 % Expected term (in years) 3.1 Expected dividend yield — — Exercise price $ 8.00 $ 8.00 Market value of common stock $ 2.12 $ 2.06 Warrants to purchase shares of common stock 92,212 92,212 |
Share-Based Compensation
| Share-Based Compensation | 6 Months Ended |
| Jun. 30, 2019 | |
| Share-Based Compensation | |
| Share-Based Compensation | 5. Share-Based Compensation Biostage 2013 Equity Incentive Plan The Company maintains the 2013 Equity Incentive Plan (as amended, the Plan) for the benefit of certain of its officers, employees, non-employee directors, and other key persons (including consultants and advisory board members). All options and awards granted under the Plan consist of the Company’s shares of common stock. In May 2018, the Company’s shareholders approved the increase of the number of shares of the Company’s common stock available for issuance pursuant to the Plan by 1,600,000 shares, which increased the total shares authorized to be issued under the Plan to 2,098,000. The Company also issued equity awards under the Plan at the time of the HBIO Distribution to all holders of Harvard Bioscience equity awards as part of an adjustment (the Adjustment Awards) to prevent a loss of value due to the HBIO Distribution. Compensation expense recognized under the Plan relates to service provided by employees, board members and a non-employee of the Company. There was no required compensation associated with the Adjustment Awards to employees who remained at Harvard Bioscience, and as of December 31, 2018 there was no unrecognized compensation costs since all the Adjustment Awards were fully vested. The Company has granted options to purchase common stock and restricted stock units (RSUs) under the Plan. Stock option and restricted stock unit activity during the six months ended June 30, 2019 was as follows: Stock Options Restricted Stock Units Weighted – Weighted – average average grant date Amount exercise price Amount fair value Outstanding at December 31, 2018 1,577,983 $ 6.58 7,735 $ 7.68 Granted 210,558 2.83 — — Vested (RSUs) — — (3,506) 7.68 Canceled (160,730) 3.67 (929) 7.68 Outstanding at June 30, 2019 1,627,811 $ 6.37 3,300 $ 7.68 The Company uses the Black-Scholes option pricing model to value its stock options. The weighted average assumptions for valuing options granted during the six months ended June 30, 2019 were as follows: Expected volatility 116.7 % Expected dividends n/a Expected term (in years) Risk-free rate 1.86 % The Company’s outstanding stock options include 475,650 performance-based awards as of June 30, 2019 that have vesting provisions subject to the achievement of certain business milestones. Total compensation expense for performance-based awards is calculated to be approximately $1.4 million. No expense has been recognized as of June 30, 2019 for such awards given that the milestone achievements have not yet been deemed probable for accounting purposes. During the three months ended June 30, 2019, the Company modified certain options to purchase common stock for an employee, resulting in recording $92,000 of share-based compensation. The Company recorded share-based compensation expense in the following expense categories of its consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (In thousands) (In thousands) Research and development $ 81 $ 69 $ 153 $ 78 General and administrative 450 123 671 189 Total share-based compensation $ 531 $ 192 $ 824 $ 267 |
Commitments and Contingencies
| Commitments and Contingencies | 6 Months Ended |
| Jun. 30, 2019 | |
| Commitments and Contingencies | |
| Commitments and Contingencies | 6. Commitments and Contingencies First Pecos Breach Notice In June, 2017, the Company entered into a binding Memorandum of Understanding with First Pecos, LLC (First Pecos), pursuant to which the Company agreed to issue to First Pecos in a private placement 485,000 shares of its common stock on a post-reverse split basis at a purchase price of $6.30 per share or, to the extent First Pecos, following the transaction, would own more than 19.9% of the Company’s common stock, shares of a new class of preferred stock of the Company with a per-share purchase price of $1,000. In October 2017, as a result of the First Pecos failure to deliver the Purchase Price to the Company following satisfaction of all closing conditions in the Purchase Agreement, the Company delivered a notice to First Pecos and its manager, Leon “Chip” Greenblatt III, stating that First Pecos was in breach of the Purchase Agreement. None of the shares of common stock, shares of preferred stock or warrants were issued to First Pecos. Also in October 2017, First Pecos delivered a notice to the Company stating that, as a result of alleged breaches by the Company of its obligations pursuant to the Purchase Agreement, First Pecos terminated the Purchase Agreement and demanded that the Company pay a $500,000 termination fee pursuant to the terms of the Purchase Agreement. The Company believes that it was not in breach of the Purchase Agreement at any time, and that the First Pecos notice was unjustified and without any legal merit or factual basis. Accordingly, the Company believes that First Pecos was not entitled to terminate the Purchase Agreement, and was not entitled to any termination fee thereunder, as the failure to consummate the Pecos Placement resulted from the First Pecos breach of the Purchase Agreement. The Company has not accrued for this liability as the Company believes the claim to be without merit. Other On April 14, 2017, representatives for the estate of a deceased individual filed a civil lawsuit in the Suffolk Superior Court, in Boston, Massachusetts, against the Company and Harvard Bioscience. The complaint alleges that the decedent’s injury and death were caused by two tracheal implants that incorporated synthetic trachea scaffolds and a biologic component combined by the implanting surgeon with a bioreactor, and surgically implanted in the decedent in two surgeries performed in 2012 and 2013. The civil complaint seeks a non-specific sum of money to compensate the plaintiffs. This civil lawsuit relates to the Company’s first-generation trachea scaffold technology for which the Company discontinued development in 2014, and not to the Company’s current Cellspan technology nor to its lead development product candidate, the Cellspan Esophageal Implant. The Company intends to vigorously defend this case. While the Company believes that such claim lacks merit, the Company is unable to predict the ultimate outcome of such litigation. In accordance with a separation and distribution agreement between Harvard Bioscience and the Company relating to the spin-off, the Company would be required to indemnify Harvard Bioscience against losses that Harvard Bioscience may suffer as a result of this litigation. The Company has been informed by its insurance provider that the case has been accepted as an insurable claim under the Company’s product liability insurance policy. The Company does not believe a loss is probable at this time and therefore has not accrued any amounts for this contingent liability. From time to time, the Company may be involved in various claims and legal proceedings arising in the ordinary course of business. Other than the above matter, there are no such matters pending that the Company expects to be material in relation to its business, financial condition, and results of operations or cash flows. |
Leases
| Leases | 6 Months Ended |
| Jun. 30, 2019 | |
| Leases | |
| Leases | 7. Leases The Company leases laboratory and office space, and certain equipment with remaining terms ranging from 1 year to 4 years. The laboratory and office arrangement is under a sublease with Harvard Bioscience that currently extends through May 31, 2020 and automatically renews annually for a one-year period unless the Company or Harvard Bioscience provides a notice of termination within one hundred and eighty days prior to May 31 of each year. The equipment lease, which has a term through April 2023, includes the purchase or return of the equipment, or continuation of the lease for 6‑month intervals at the end of the lease, at the Company’s sole discretion. All of the Company’s leases qualify as operating leases. The following table summarizes the presentation in the Company’s consolidated balance sheets of its operating leases: As of June (In thousands) Balance Sheet Classification 30, 2019 Assets: Operating lease assets Right-of-use asset $ 119 Liabilities: Current operating lease liabilities Current portion of operating lease liabilities $ 94 Non-current operating lease liabilities Operating lease liabilities, net of current portion 25 Total operating lease liabilities $ 119 For the Three For the Six Months Months Ended June Ended June (In thousands) Statement of Operations Classification 30, 2019 30, 2019 Operating lease expense Research and development $ 18 $ 36 Selling, general and administrative 10 20 $ 28 $ 56 The minimum lease payments for the next five years and thereafter is expected to be as follows: As of June 30, (In thousands) 2019 2019 (remaining six months) $ 56 2020 53 2021 11 2022 11 2023 3 Thereafter 0 Total lease payments $ 134 Less: imputed interest 15 Present value of operating lease liabilities $ 119 The weighted average remaining lease term and weighted average discount rate of the Company’s operating leases are as follows: As of June 30, 2019 Weighted average remaining lease term (in years) Weighted average discount rate 13.55 % |
Related Party Transactions
| Related Party Transactions | 6 Months Ended |
| Jun. 30, 2019 | |
| Related Party Transactions | |
| Related Party Transactions | 8. Related Party Transactions Due to Related Party In connection with the Company’s private placement transaction in December 2017, an investor placed a deposit in the amount of $0.3 million with the Company, which was repaid in January 2018. |
Net Loss Per Share
| Net Loss Per Share | 6 Months Ended |
| Jun. 30, 2019 | |
| Net Loss Per Share | |
| Net Loss Per Share | 9. Net Loss Per Share The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders for the six months ended June 30, 2019 and 2018 because including them would have had an anti-dilutive effect: Six Months Ended June 30, 2019 2018 Unvested restricted common stock units 3,300 7,735 Warrants to purchase common stock 3,523,821 4,178,647 Options to purchase common stock 1,627,811 1,388,352 Total 5,154,932 5,574,734 |
Income Taxes
| Income Taxes | 6 Months Ended |
| Jun. 30, 2019 | |
| Income Taxes | |
| Income Taxes | 10. Income Taxes The Company did not provide for any income taxes in its statement of operations for the three and six months ended June 30, 2019 and 2018. The Company has provided a valuation allowance for the full amount of its net deferred tax assets because, at June 30, 2019 and December 31, 2018, it was more likely than not that any future benefit from deductible temporary differences and net operating loss and tax credit carryforwards would not be realized. The Company has not recorded any amounts for unrecognized tax benefits as of June 30, 2019 or December 31, 2018. As of June 30, 2019, and December 31, 2018, the Company had no accrued interest or tax penalties recorded related to income taxes. The Company is subject to U.S. federal income tax and Massachusetts state income tax. The statute of limitations for assessment by the IRS and state tax authorities is open for all periods from inception through December 31, 2018; currently, no federal or state income tax returns are under examination by the respective taxing authorities. Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the IRS and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has recently completed several equity financing transactions which have either individually or cumulatively resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. The Company does not believe the impact of any limitation on the use of its net operating loss or credit carryforwards will have a material impact on the Company’s consolidated financial statements since the Company has a full valuation allowance against its deferred tax assets due to the uncertainty regarding future taxable income for the foreseeable future. For all periods through June 30, 2019, the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. |
Subsequent Events
| Subsequent Events | 6 Months Ended |
| Jun. 30, 2019 | |
| Subsequent Events | |
| Subsequent Events | 11. Subsequent Events The Company has performed an evaluation of subsequent events through the time of filing this Quarterly Report on Form 10-Q with the SEC, and has determined that there are no such events to report. |
Summary of Significant Accoun_2
| Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
| Jun. 30, 2019 | |
| Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | |
| SBIR Award | SBIR Award On March 28, 2018, the Company was awarded a Fast-Track Small Business Innovation Research (SBIR) grant by the Eunice Kennedy National Institute of Child Health and Human Development to support testing of pediatric Cellspan Esophageal Implants. The award for Phase I, which was earned over the nine months ended September 30, 2018, provided for the reimbursement for up to $225,000 of qualified research and development costs. On October 26, 2018, the Company was awarded Phase II of the SBIR grant for $1.1 million to support development, testing, and translation to the clinic through September 2019. The Phase II grant includes an additional $0.5 million for future period support through September 2020, subject to availability of funding and satisfactory progress on the project. Accordingly, the SBIR grant has the potential to provide a total award of $1.8 million. Grant income is recognized when qualified research and development costs are incurred and recorded in other income (expense), net in the consolidated statements of operations. When evaluating grant revenue from the SBIR grant, the Company considered accounting requirements under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606, Revenue From Contracts With Customers . The Company concluded that ASC 606 did not apply as there is no exchange of goods or services or an exchange of intellectual property between the parties and therefore presents grant income in other income. The Company recognized $337,000 of grant income from the Phase II award during the six months ended June 30, 2019 and $135,000 of grant income from the Phase I award during the six months ended June 30, 2018. |
| Restricted Cash | Restricted Cash Restricted cash consists of $50,000 held as collateral for the Company’s credit card program as of June 30, 2019 and December 31, 2018. The Company’s statements of cash flows include restricted cash with cash when reconciling the beginning-of-period and end-of-period total amounts shown on such statements. A reconciliation of the cash and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the statement of cash flows is as follows: June 30, December 31, 2019 2018 (In thousands) Cash $ 1,251 $ 1,305 Restricted cash 50 50 Total cash and restricted cash as shown on the statements of cash flows $ 1,301 $ 1,355 |
| Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2018, the FASB issued ASU 2018‑07, Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018‑07) . The new standard simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted ASU 2018‑07 as required on January 1, 2019, and its adoption did not have any material impact on the Company’s consolidated results of operations. In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (ASU 2017‑11) . This guidance is intended to reduce the complexity associated with accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be considered “not indexed to an entity’s own stock” and therefore accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. Down round features are most often found in warrants and conversion options embedded in debt or preferred equity instruments. In addition, the guidance re-characterized the indefinite deferral of certain provisions on distinguishing liabilities from equity to a scope exception with no accounting effect. The Company adopted ASU 2017‑11 as of the required effective date of January 1, 2019, and the adoption of ASU 2017‑11 did not have a material impact on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) , a new standard issued to increase transparency and comparability among organizations related to their leasing activities. This standard established a right-of-use model that requires all lessees to recognize right-of-use assets and lease liabilities on their balance sheet that arise from leases as well as provide disclosures with respect to certain qualitative and quantitative information related to a company’s leasing arrangements to meet the objective of allowing users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. The FASB subsequently issued the following amendments to ASU 2016‑02 that have the same effective date and transition date: ASU 2018‑01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 , ASU 2018‑10, Codification Improvements to Topic 842, Leases , ASU 2018‑11, Leases (Topic 842): Targeted Improvements, ASU 2018‑20, Narrow-Scope Improvement for Lessors , and ASU 2019‑01, Leases (Topic 842): Codification Improvements . The Company adopted these amendments with ASU 2016‑02 (collectively, the new leasing standards) effective January 1, 2019 using the modified retrospective transition approach with no restatement of prior periods or cumulative adjustment to accumulated deficit. Upon adoption, the Company elected the package of transition practical expedients, which allowed the Company to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases. The Company also elected the practical expedient to not reassess certain land easements and made an accounting policy election to not recognize leases with an initial term of 12 months or less within its consolidated balance sheet and to recognize those lease payments on a straight-line basis in its consolidated statements of operations over the lease term. Upon adoption of the new leasing standards the Company recognized a right-of-use asset of approximately $0.2 million and a corresponding operating lease liability of approximately $0.2 million, which are included in the Company’s consolidated balance sheet. The adoption of the new leasing standards did not have an impact on the Company’s consolidated statements of operations. The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company uses the implicit rate when readily determinable and uses its incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date in determining the present value of the lease payments. Since the Company does not have similar term secured borrowing arrangements as its lease arrangements and, therefore, its incremental borrowing rate is not readily determinable, the Company used an incremental borrowing rate based on the lowest grade of debt available in the marketplace for the same term as the associated lease. The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable and are recognized in the Company’s right-of-use assets in the Company’s consolidated balance sheets. The Company’s operating leases are reflected in right-of-use assets, current portion of operating lease liability and operating lease liability, net of current portion, in the Company’s consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For additional information on the adoption of the new leasing standards, see Note 7, Leases , to the consolidated financial statements. |
| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018‑13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirement for Fair Value Measurement . This ASU removes, modifies and adds certain disclosure requirements of ASC Topic 820. The ASU is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2019. The Company is currently evaluating the impact that the adoption of this standard may have on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
Summary of Significant Accoun_3
| Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | |
| Schedule of Cash and restricted cash | A reconciliation of the cash and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the statement of cash flows is as follows: June 30, December 31, 2019 2018 (In thousands) Cash $ 1,251 $ 1,305 Restricted cash 50 50 Total cash and restricted cash as shown on the statements of cash flows $ 1,301 $ 1,355 |
Capital Stock (Tables)
| Capital Stock (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Capital Stock | |
| Schedule of Classification of warrants to equity | The Company classified these warrants on its consolidated balance sheets as equity as the warrants do not have any redemption features nor a right to put for cash that is outside the control of the Company, and valued using the Black-Scholes model based on the following inputs: June 12, 2019 Risk-free interest rate 1.86 % Expected volatility 117.1 % Expected term (in years) 5.0 Expected dividend yield — Exercise price $ 3.70 Market value of common stock $ 2.55 |
Fair Value Measurements (Tables
| Fair Value Measurements (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Fair Value Measurements | |
| Schedule of Assets and Liabilities measured at fair value | The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2019: Fair Value Measurement as of June 30, 2019 (In thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 50 $ — $ — $ 50 Total $ 50 $ — $ — $ 50 Liabilities: Warrant liability $ — $ — $ 89 $ 89 Total $ — $ — $ 89 $ 89 The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2018: Fair Value Measurement as of December 31, 2018 (In thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 50 $ — $ — $ 50 Total $ 50 $ — $ — $ 50 Liabilities: Warrant liability $ — $ — $ 98 $ 98 Total $ — $ — $ 98 $ 98 |
| Schedule of Unobservable inputs reconciliation | The following table presents a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2019: Warrant Liability (In thousands) Balance at December 31, 2018 $ 98 Change in fair value upon re-measurement (9) Balance at June 30, 2019 $ 89 |
| Schedule of Weighted average assumptions | The Company has re-measured the warrant liability to estimated fair value at inception, prior to modification and at each reporting date using the Black-Scholes option pricing model with the following weighted average assumptions: June 30, December 31, 2019 2018 Risk-free interest rate 1.73 % 2.46 % Expected volatility 123.1 % 121.9 % Expected term (in years) 3.1 Expected dividend yield — — Exercise price $ 8.00 $ 8.00 Market value of common stock $ 2.12 $ 2.06 Warrants to purchase shares of common stock 92,212 92,212 |
Share-Based Compensation (Table
| Share-Based Compensation (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Share-Based Compensation | |
| Schedule of Stock option and restricted stock unit activity | The Company has granted options to purchase common stock and restricted stock units (RSUs) under the Plan. Stock option and restricted stock unit activity during the six months ended June 30, 2019 was as follows: Stock Options Restricted Stock Units Weighted – Weighted – average average grant date Amount exercise price Amount fair value Outstanding at December 31, 2018 1,577,983 $ 6.58 7,735 $ 7.68 Granted 210,558 2.83 — — Vested (RSUs) — — (3,506) 7.68 Canceled (160,730) 3.67 (929) 7.68 Outstanding at June 30, 2019 1,627,811 $ 6.37 3,300 $ 7.68 |
| Schedule of Weighted average assumptions | The Company uses the Black-Scholes option pricing model to value its stock options. The weighted average assumptions for valuing options granted during the six months ended June 30, 2019 were as follows: Expected volatility 116.7 % Expected dividends n/a Expected term (in years) Risk-free rate 1.86 % |
| Schedule of Share-based compensation expense | The Company recorded share-based compensation expense in the following expense categories of its consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (In thousands) (In thousands) Research and development $ 81 $ 69 $ 153 $ 78 General and administrative 450 123 671 189 Total share-based compensation $ 531 $ 192 $ 824 $ 267 |
Leases (Tables)
| Leases (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Leases | |
| Schedule of Operating lease | All of the Company’s leases qualify as operating leases. The following table summarizes the presentation in the Company’s consolidated balance sheets of its operating leases: As of June (In thousands) Balance Sheet Classification 30, 2019 Assets: Operating lease assets Right-of-use asset $ 119 Liabilities: Current operating lease liabilities Current portion of operating lease liabilities $ 94 Non-current operating lease liabilities Operating lease liabilities, net of current portion 25 Total operating lease liabilities $ 119 |
| Schedule of Operating lease expense | For the Three For the Six Months Months Ended June Ended June (In thousands) Statement of Operations Classification 30, 2019 30, 2019 Operating lease expense Research and development $ 18 $ 36 Selling, general and administrative 10 20 $ 28 $ 56 |
| Schedule of Minimum lease payments | The minimum lease payments for the next five years and thereafter is expected to be as follows: As of June 30, (In thousands) 2019 2019 (remaining six months) $ 56 2020 53 2021 11 2022 11 2023 3 Thereafter 0 Total lease payments $ 134 Less: imputed interest 15 Present value of operating lease liabilities $ 119 |
| Schedule of Weighted average discount rate and lease term | The weighted average remaining lease term and weighted average discount rate of the Company’s operating leases are as follows: As of June 30, 2019 Weighted average remaining lease term (in years) Weighted average discount rate 13.55 % |
Net Loss Per Share (Tables)
| Net Loss Per Share (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Net Loss Per Share | |
| Schedule of Diluted net loss per share | The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders for the six months ended June 30, 2019 and 2018 because including them would have had an anti-dilutive effect: Six Months Ended June 30, 2019 2018 Unvested restricted common stock units 3,300 7,735 Warrants to purchase common stock 3,523,821 4,178,647 Options to purchase common stock 1,627,811 1,388,352 Total 5,154,932 5,574,734 |
Overview and Basis of Present_2
| Overview and Basis of Presentation (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
| Oct. 31, 2013 | Jun. 30, 2019 | Dec. 31, 2018 | |
| Retained Earnings (Accumulated Deficit) | $ (60,119) | $ (55,763) | |
| Cash | $ 1,251 | $ 1,305 | |
| Harvard Bioscience Plan [Member] | |||
| Proceeds from Contributions from Parent | $ 15,000 |
Summary of Significant Accoun_4
| Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements - Cash and restricted cash (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
| Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | ||
| Cash | $ 1,251 | $ 1,305 |
| Restricted cash | 50 | 50 |
| Total cash and restricted cash as shown on the statements of cash flows | $ 1,301 | $ 1,355 |
Summary of Significant Accoun_5
| Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements - Additional Information (Details) - USD ($) | Oct. 26, 2018 | Mar. 28, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
| Basic And Diluted Earnings Per Share [Line Items] | |||||
| Restricted Cash | $ 50,000 | $ 50,000 | |||
| Maximum Research And Development Expenses Reimbursement | $ 225,000 | ||||
| Grants Receivable | $ 1,800,000 | ||||
| Operating Lease, Right-of-Use Asset | 119,000 | $ 0 | |||
| Operating Lease, Liability | 119,000 | ||||
| Accounting Standards Update 2016-02 [Member] | |||||
| Basic And Diluted Earnings Per Share [Line Items] | |||||
| Operating Lease, Right-of-Use Asset | 200,000 | ||||
| Operating Lease, Liability | 200,000 | ||||
| Phase One [Member] | |||||
| Basic And Diluted Earnings Per Share [Line Items] | |||||
| Grant Income Recognized | $ 135,000 | ||||
| Phase Two [Member] | |||||
| Basic And Diluted Earnings Per Share [Line Items] | |||||
| Grants Receivable in fiscal year | 1,100,000 | ||||
| Additional Grants Receivable | $ 500,000 | ||||
| Grant Income Recognized | $ 337,000 |
Capital Stock (Details)
| Capital Stock (Details) - $ / shares | Jun. 12, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
| Capital Stock | |||
| Risk-free interest rate | 1.86% | ||
| Expected volatility | 117.10% | ||
| Expected term (in years) | 5 years | ||
| Exercise price | $ 3.70 | ||
| Market value of common stock | $ 2.55 | $ 2.12 | $ 2.06 |
Capital Stock - Additional Info
| Capital Stock - Additional Information (Details) - USD ($) | Jun. 12, 2019 | Apr. 24, 2019 | Jan. 03, 2018 | Dec. 27, 2017 | Jun. 29, 2018 | May 23, 2018 | Feb. 20, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 31, 2019 | Dec. 31, 2018 |
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 92,212 | 92,212 | 92,212 | ||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8 | $ 8 | $ 8 | ||||||||||
| Proceeds from Issuance of Private Placement | $ 900,000 | $ 3,600,000 | $ 1,277,000 | $ 5,322,000 | |||||||||
| Stock Issued During Period, Shares, New Issues | 500,000 | 250,000 | |||||||||||
| Share Price | $ 2.55 | $ 2.12 | $ 2.12 | $ 2.06 | |||||||||
| Proceeds from Issuance of Common Stock | $ 1,300,000 | ||||||||||||
| Stock Issued During Period, Value, New Issues | $ 800,000 | $ 3,400,000 | $ 1,000,000 | $ 4,227,000 | |||||||||
| Warrants and Rights Outstanding | $ 51,000 | ||||||||||||
| Shares Issued, Price Per Share | $ 3.60 | $ 3.60 | |||||||||||
| Private Placement [Member] | |||||||||||||
| Stock Issued During Period, Shares, New Issues | 1,000,000 | 302,115 | |||||||||||
| Share Price | $ 3.31 | ||||||||||||
| Proceeds from Issuance of Common Stock | $ 100,000 | ||||||||||||
| Restricted Stock [Member] | |||||||||||||
| Stock Issued During Period, Shares, New Issues | 3,506 | ||||||||||||
| Common Stock [Member] | |||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 75,000 | ||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | ||||||||||||
| Proceeds from Warrant Exercises | $ 1,000,000 | ||||||||||||
| Stock Issued During Period, Shares, New Issues | 345,174 | 50,000 | 1,250,000 | ||||||||||
| Share Price | $ 2 | ||||||||||||
| Proceeds from Issuance of Common Stock | $ 700,000 | ||||||||||||
| Stock Issued During Period, Value, New Issues | $ 12,000 | ||||||||||||
| Shares Issued As A Result Of Exercise Of Warrants | 500,000 | ||||||||||||
| Warrant [Member] | |||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.70 | $ 2 | |||||||||||
| Proceeds from Warrant Exercises | $ 600,000 | $ 1,000,000 | |||||||||||
| Stock Issued During Period, Shares, New Issues | 345,174 | ||||||||||||
| Series D Preferred Stock [Member] | |||||||||||||
| Conversion of Stock, Shares Converted | 3,108 | ||||||||||||
| Conversion of Stock, Shares Issued | 1,554,000 |
Fair Value Measurements - Asset
| Fair Value Measurements - Assets and Liabilities fair value (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
| Assets, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 50 | $ 50 |
| Liabilities, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 89 | 98 |
| Warrant [Member] | ||
| Liabilities, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 89 | 98 |
| Restricted cash [Member] | ||
| Assets, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 50 | 50 |
| Fair Value, Inputs, Level 1 [Member] | ||
| Assets, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 50 | 50 |
| Liabilities, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 0 |
| Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
| Liabilities, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 0 |
| Fair Value, Inputs, Level 1 [Member] | Restricted cash [Member] | ||
| Assets, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 50 | 50 |
| Fair Value, Inputs, Level 2 [Member] | ||
| Assets, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | 0 |
| Liabilities, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 0 |
| Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
| Liabilities, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 0 |
| Fair Value, Inputs, Level 2 [Member] | Restricted cash [Member] | ||
| Assets, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | 0 |
| Fair Value, Inputs, Level 3 [Member] | ||
| Assets, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | 0 |
| Liabilities, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 89 | 98 |
| Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
| Liabilities, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 89 | 98 |
| Fair Value, Inputs, Level 3 [Member] | Restricted cash [Member] | ||
| Assets, Fair Value Disclosure [Abstract] | ||
| Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 0 | $ 0 |
Fair Value Measurements - Unobs
| Fair Value Measurements - Unobservable inputs reconciliation (Details) $ in Thousands | 6 Months Ended |
| Jun. 30, 2019USD ($) | |
| Warrant Liability [Abstract] | |
| Beginning Balance | $ 98 |
| Change in fair value upon re-measurement | (9) |
| Ending Balance | $ 89 |
Fair Value Measurements - Weigh
| Fair Value Measurements - Weighted average assumptions (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
| Jun. 30, 2019 | Dec. 31, 2018 | Jun. 12, 2019 | |
| Exercise price | $ 8 | $ 8 | |
| Market value of common stock | $ 2.12 | $ 2.06 | $ 2.55 |
| Warrants to purchase shares of common stock | 92,212 | 92,212 | |
| Measurement Input, Risk Free Interest Rate [Member] | |||
| Risk-free interest rate | 1.73% | 2.46% | |
| Measurement Input, Price Volatility [Member] | |||
| Expected volatility | 123.1 | 121.9 | |
| Measurement Input, Expected Term [Member] | |||
| Expected term (in years) | 2 years 7 months 6 days | 3 years 1 month 6 days | |
| Measurement Input, Expected Dividend Rate [Member] | |||
| Expected dividend yield | 0.00% | 0.00% |
Share-Based Compensation - Stoc
| Share-Based Compensation - Stock option and restricted stock unit activity (Details) - Biostage 2013 Equity Incentive Plan [Member] - $ / shares | 1 Months Ended | 6 Months Ended |
| May 31, 2018 | Jun. 30, 2019 | |
| Amount, Granted | 1,600,000 | |
| Restricted Stock Units (RSUs) [Member] | ||
| Amount, Outstanding at December 31, 2018 | 7,735 | |
| Amount, Granted | 0 | |
| Amount, Canceled | (929) | |
| Amount, Outstanding at June 30, 2019 | 3,300 | |
| Weighted-average exercise price, Outstanding at December 31, 2018 | $ 7.68 | |
| Weighted-average exercise price, Granted | 0 | |
| Weighted-average exercise price, Canceled | 7.68 | |
| Weighted-average exercise price, Outstanding at June 30, 2019 | $ 7.68 | |
| Amount, Vested (RSUs) | (3,506) | |
| Weighted average exercise price, Vested (RSUs) | 7.68 | |
| Employee Stock Option [Member] | ||
| Amount, Outstanding at December 31, 2018 | 1,577,983 | |
| Amount, Granted | 210,558 | |
| Amount, Canceled | (160,730) | |
| Amount, Outstanding at June 30, 2019 | 1,627,811 | |
| Weighted-average exercise price, Outstanding at December 31, 2018 | $ 6.58 | |
| Weighted-average exercise price, Granted | 2.83 | |
| Weighted-average exercise price, Canceled | 3.67 | |
| Weighted-average exercise price, Outstanding at June 30, 2019 | $ 6.37 | |
| Amount, Vested (RSUs) | 0 | |
| Weighted average exercise price, Vested (RSUs) | 0 |
Share-Based Compensation - Weig
| Share-Based Compensation - Weighted average assumptions (Details) | Jun. 12, 2019 | Jun. 30, 2019 |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Expected volatility | 117.10% | |
| Expected term (in years) | 5 years | |
| Risk-free rate | 1.86% | |
| Biostage 2013 Equity Incentive Plan [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Expected volatility | 116.70% | |
| Expected term (in years) | 4 years 10 months 24 days | |
| Risk-free rate | 1.86% |
Share-Based Compensation - Shar
| Share-Based Compensation - Share-based compensation expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
| Total share-based compensation | $ 531 | $ 192 | $ 824 | $ 267 |
| Research and Development [Member] | ||||
| Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
| Total share-based compensation | 81 | 69 | 153 | 78 |
| Selling, General and Administrative Expenses [Member] | ||||
| Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
| Total share-based compensation | $ 450 | $ 123 | $ 671 | $ 189 |
Share-Based Compensation - Addi
| Share-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
| May 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
| Allocated Share-based Compensation Expense | $ 531,000 | $ 192,000 | $ 824,000 | $ 267,000 | ||
| Share-based Compensation | $ 824,000 | $ 267,000 | ||||
| Employee Stock Option [Member] | ||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
| Share-based Compensation | $ 92,000 | |||||
| Performance Shares [Member] | ||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 475,650 | 475,650 | ||||
| Allocated Share-based Compensation Expense | $ 1,400,000 | |||||
| Biostage 2013 Equity Incentive Plan [Member] | ||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,098,000 | |||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,600,000 | |||||
| Share Based Compensation Arrangement By Share Based Payment Award Unrecognized Compensation Costs | $ 0 | |||||
| Biostage 2013 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,300 | 3,300 | 7,735 | |||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 3,506 | |||||
Commitments and Contingencies (
| Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | |||||
| Jun. 30, 2017 | Jun. 30, 2019 | Jun. 12, 2019 | Dec. 31, 2018 | Jan. 03, 2018 | Oct. 31, 2017 | |
| Loss Contingencies [Line Items] | ||||||
| Share Price | $ 2.12 | $ 2.55 | $ 2.06 | |||
| Common Stock [Member] | ||||||
| Loss Contingencies [Line Items] | ||||||
| Share Price | $ 2 | |||||
| First Pecos, LLC [Member] | ||||||
| Loss Contingencies [Line Items] | ||||||
| Private Placement Shares to be Issued | 485,000 | |||||
| Percentage of Company Common Stock | 19.90% | |||||
| Loss Contingencies | $ 500,000 | |||||
| First Pecos, LLC [Member] | Common Stock [Member] | ||||||
| Loss Contingencies [Line Items] | ||||||
| Share Price | $ 6.30 | |||||
| First Pecos, LLC [Member] | Preferred Stock [Member] | ||||||
| Loss Contingencies [Line Items] | ||||||
| Share Price | $ 1,000 |
Leases - Operating lease (Detai
| Leases - Operating lease (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
| Operating lease assets | $ 119 | $ 0 |
| Current operating lease liabilities | 94 | 0 |
| Non-current operating lease liabilities | 25 | $ 0 |
| Present value of operating lease liabilities | 119 | |
| Property Subject to Operating Lease [Member] | ||
| Operating lease assets | 119 | |
| Current operating lease liabilities | 94 | |
| Non-current operating lease liabilities | 25 | |
| Present value of operating lease liabilities | $ 119 |
Leases - Operating lease expens
| Leases - Operating lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Research and development | $ 1,376 | $ 928 | $ 2,410 | $ 1,480 |
| Selling, general and administrative | 1,292 | $ 1,105 | 2,292 | $ 2,033 |
| Property Subject to Operating Lease [Member] | ||||
| Research and development | 18 | 36 | ||
| Selling, general and administrative | 10 | 20 | ||
| Operating lease expense | $ 28 | $ 56 | ||
Leases - Minimum lease payments
| Leases - Minimum lease payments (Details) $ in Thousands | Jun. 30, 2019USD ($) |
| Leases | |
| 2019 (remaining six months) | $ 56 |
| 2020 | 53 |
| 2021 | 11 |
| 2022 | 11 |
| 2023 | 3 |
| Thereafter | 0 |
| Total lease payments | 134 |
| Less: imputed interest | 15 |
| Present value of operating lease liabilities | $ 119 |
Leases - Weighted average disco
| Leases - Weighted average discount rate and lease term (Details) | Jun. 30, 2019 |
| Leases | |
| Weighted average remaining lease term (in years) | 1 year 9 months 18 days |
| Weighted average discount rate | 13.55% |
Leases - Additional Information
| Leases - Additional Information (Details) | Jun. 30, 2019 |
| Operating Lease, Weighted Average Remaining Lease Term | 1 year 9 months 18 days |
| Lessee, Operating Lease, Renewal Term | 6 months |
| Maximum [Member] | |
| Operating Lease, Weighted Average Remaining Lease Term | 4 years |
| Minimum [Member] | |
| Operating Lease, Weighted Average Remaining Lease Term | 1 year |
Related Party Transactions (Det
| Related Party Transactions (Details) $ in Millions | Dec. 31, 2017USD ($) |
| Related Party Transactions | |
| Due from Related Parties, Current | $ 0.3 |
Net Loss Per Share (Details)
| Net Loss Per Share (Details) - shares | 6 Months Ended | |
| Jun. 30, 2019 | Jun. 30, 2018 | |
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,154,932 | 5,574,734 |
| Restricted Stock [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,300 | 7,735 |
| Warrant [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,523,821 | 4,178,647 |
| Employee Stock Option [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,627,811 | 1,388,352 |
Income Taxes (Details)
| Income Taxes (Details) - USD ($) | 6 Months Ended | |
| Jun. 30, 2019 | Dec. 31, 2018 | |
| Income Taxes | ||
| Income Tax Examination, Penalties and Interest Accrued | $ 0 | $ 0 |
| Decrease in Deferred Tax Assets, Valuation Allowance | $ 0 |