Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | 48 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document and Entity Information [Abstract] | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Transition Report | false | |||
Entity File Number | 001-35853 | |||
Entity Registrant Name | BIOSTAGE, INC. | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 45-5210462 | |||
Entity Address, Address Line One | 84 October Hill Road, Suite 11 | |||
Entity Address, City or Town | Holliston | |||
Entity Address, State or Province | MA | |||
Entity Address, Postal Zip Code | 01746 | |||
City Area Code | 774 | |||
Local Phone Number | 233-7300 | |||
Title of 12(b) Security | None | |||
No Trading Symbol Flag | true | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
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 | 10,760,871 | |||
Entity Central Index Key | 0001563665 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2021 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Title of 12(b) Security | None | |||
Entity Public Float | $ 8,058,400 | |||
Auditor Name | Wei, Wei & Co., LLP | RSM US LLP | ||
Auditor Firm ID | 2388 | |||
Auditor Location | Flushing, New York | Boston, Massachusetts |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,242 | $ 1,026 |
Restricted cash | 50 | 50 |
Grant receivable | 0 | 77 |
Prepaid expenses and other current assets | 295 | 524 |
Total current assets | 1,587 | 1,677 |
Property, plant and equipment, net | 110 | 217 |
Right-of-use assets, net | 169 | 182 |
Total assets | 1,866 | 2,076 |
Current liabilities: | ||
Accounts payable | 676 | 31 |
Accrued and other current liabilities | 798 | 317 |
Accrual for contingency matter | 3,250 | 0 |
Current portion of notes payable | 0 | 284 |
Warrant liability | 2 | 17 |
Current portion of operating lease liability | 110 | 107 |
Total current liabilities | 4,836 | 756 |
Notes payable, net of current portion | 0 | 120 |
Operating lease liability, net of current portion | 59 | 75 |
Total liabilities | 4,895 | 951 |
Commitments and contingencies (Note 9) | ||
Stockholders' (deficit) equity: | ||
Preferred stock, $0.01 par value; 2,000,000 shares authorized and none issued and outstanding | 0 | 0 |
Common stock, par value $0.01 per share, 60,000,000 shares authorized; 10,760,871 and 9,388,407 issued and outstanding at December 31, 2021 and 2020, respectively | 108 | 94 |
Additional paid-in capital | 73,801 | 69,991 |
Accumulated deficit | (76,938) | (68,960) |
Total stockholders' (deficit) equity | (3,029) | 1,125 |
Total liabilities and stockholders' equity | $ 1,866 | $ 2,076 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 10,760,871 | 9,388,407 |
Common stock, shares outstanding | 10,760,871 | 9,388,407 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 0 | $ 0 |
Operating expenses: | ||
Research and development | 1,592 | 2,069 |
General and administrative | 7,044 | 3,256 |
Total operating expenses | 8,636 | 5,325 |
Operating loss | (8,636) | (5,325) |
Other income (expense), net: | ||
Forgiveness of notes payable | 408 | 0 |
Grant income | 165 | 447 |
Change in fair value of warrant liability | 15 | 16 |
Other income (expense), net | 70 | (3) |
Total other income, net | 658 | 460 |
Net loss | $ (7,978) | $ (4,865) |
Basic net loss per share (in dollars per share) | $ (0.79) | $ (0.55) |
Diluted net loss per share (in dollars per share) | $ (0.79) | $ (0.55) |
Weighted-average common shares, basic | 10,062,432 | 8,793,545 |
Weighted-average common shares, diluted | 10,062,432 | 8,793,545 |
CONSOLIDATED STATEMENTS CHANGES
CONSOLIDATED STATEMENTS CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 82 | $ 65,102 | $ (64,095) | $ 1,089 |
Balance (in shares) at Dec. 31, 2019 | 8,155,555 | |||
Net loss | (4,865) | (4,865) | ||
Share-based compensation | 1,144 | 1,144 | ||
Share-based compensation (in shares) | 37,974 | |||
Common stock withheld for taxes | (42) | (42) | ||
Common stock withheld for taxes (in shares) | (12,026) | |||
Issuance of common stock and warrants to purchase common stock | $ 2 | 1,056 | 1,058 | |
Issuance of common stock and warrants to purchase common stock (in shares) | 276,027 | |||
Issuance of common stock from exercise of warrants | $ 10 | 2,731 | 2,741 | |
Issuance of common stock from exercise of warrants (in shares) | 930,877 | |||
Balance at Dec. 31, 2020 | $ 94 | 69,991 | (68,960) | 1,125 |
Balance (in shares) at Dec. 31, 2020 | 9,388,407 | |||
Net loss | (7,978) | (7,978) | ||
Share-based compensation | 980 | 980 | ||
Issuance of common stock and warrants to purchase common stock | $ 14 | 2,830 | 2,844 | |
Issuance of common stock and warrants to purchase common stock (in shares) | 1,372,464 | |||
Balance at Dec. 31, 2021 | $ 108 | $ 73,801 | $ (76,938) | $ (3,029) |
Balance (in shares) at Dec. 31, 2021 | 10,760,871 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES | ||
Net loss | $ (7,978) | $ (4,865) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Forgiveness of notes payable | (408) | 0 |
Share-based compensation expense | 980 | 1,144 |
Depreciation | 107 | 184 |
Change in fair value of warrant liability | (15) | (16) |
Changes in operating assets and liabilities: | ||
Grant receivable | 77 | (77) |
Prepaid expenses and other current assets | 229 | (80) |
Accounts payable | 645 | (210) |
Accrued and other current liabilities | 485 | (121) |
Accrual for contingency matter | 3,250 | 0 |
Net cash used in operating activities | (2,628) | (4,041) |
INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | 0 | (7) |
Net cash used in investing activities | 0 | (7) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock and warrants | 2,844 | 1,058 |
Proceeds from exercise of warrants | 0 | 2,741 |
Proceeds from notes payable | 0 | 404 |
Acquisition of common stock for tax withholding obligations | 0 | (42) |
Net cash provided by financing activities | 2,844 | 4,161 |
Net increase in cash and restricted cash | 216 | 113 |
Cash and restricted cash at the beginning of the year | 1,076 | 963 |
Cash and restricted cash at the end of the year | 1,292 | 1,076 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of vested common stock | 0 | 42 |
Supplemental disclosure of non-cash operating activities: | ||
Increase of right-of-use asset and liability due to lease extension | $ 94 | $ 94 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization | |
Organization | 1. Organization Overview Biostage, Inc. (Biostage or the Company) is a biotechnology company with a mission to cure patients of cancers, injuries, and birth defects of the gastro-intestinal tract and the airways. The Company believes its technology is likely to be used to treat esophageal cancer, esophageal injuries, and birth defects in the esophagus. The Company believes additional product candidates in its pipeline may treat bronchial cancer, intestinal cancer, and colon cancer. 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. On October 31, 2013, Harvard Bioscience, Inc., or Harvard Bioscience, contributed its regenerative medicine business assets, plus $15 million of cash, into Biostage, or the Separation. 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 to Harvard Bioscience stockholders of all the shares of common stock of Biostage, or the Distribution. Basis of Presentation The consolidated financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the United States, or U.S. GAAP. Going Concern The Company has incurred substantial operating losses since its inception, and as of December 31, 2021 had an accumulated deficit of approximately $76.9 million and will require additional financing to fund future operations. The Company expects that its operating cash on-hand as of December 31, 2021 of approximately $1.2 million will enable it to fund its operating expenses and capital expenditure requirements only into early third quarter of 2022. 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. In the event the Company does not raise additional capital from outside sources in the third quarter of 2022, 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 product candidates, as well as regulatory efforts and collaborative arrangements necessary for the Company’s product candidates that are currently under development. The Company is currently seeking and will continue to seek financings from other existing and/or new investors to raise necessary funds through a combination of public or private equity offerings. The Company may also pursue 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 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Biostage, and its three wholly-owned subsidiaries, Harvard Apparatus Regenerative Technology Limited (Hong Kong), Harvard Apparatus Regenerative Technology GmbH (Germany) and Biostage Limited (UK). The functional currency for these subsidiaries is the U.S dollar. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The process of preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, share-based compensation, valuation of warrant liability, accrued expenses and the valuation allowance for deferred income taxes. Actual results could differ from those estimates. Segment The Company has one business segment and does not have significant costs or assets outside the U.S. Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: December 31, 2021 2020 (in thousands) Cash $ 1,242 $ 1,026 Restricted cash 50 50 Total cash and restricted cash as shown in the consolidated statements of cash flows $ 1,292 $ 1,076 Restricted cash consists of approximately $50,000 held as collateral for the Company’s credit card program as of December 31, 2021, and December 31, 2020. Property, Plant and Equipment Property, plant and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Leasehold improvements Shorter of expected useful life or lease term Furniture, machinery and equipment, computer equipment and software 3-7 years Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized. Impairment of Long-Lived Assets Assessments of long-lived assets and the remaining useful lives of such long-lived assets are reviewed for impairment whenever a triggering event occurs or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset, or group of assets, are considered to be impaired when the undiscounted estimated net cash flows expected to be generated by the asset, or group of assets, are less than its carrying amount. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset, or group of assets, based on the present value of the expected future cash flows associated with the use of the asset. Through December 31, 2021, no such impairment charges have been recorded. Research and Development Research and development costs are expensed as incurred. Share-based Compensation The Company measures all stock options and restricted stock awards granted to employees, directors and non-employees based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of forfeitures, over the requisite vesting period, which is generally the service period of the respective award. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions on a straight-line basis over the requisite service period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award). Expense on share-based awards for which vesting is performance or milestone based is recognized on a straight-line basis from the date when it is determined that the achievement of the milestone is probable to the vesting/milestone achievement date. The Company elected to use the Black-Scholes option-pricing model for the valuation of stock-based payment awards. The determination of the fair value of stock-based payment awards is determined on the date of grant using the Black-Scholes option-pricing model which is affected by the market price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, its expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. When performance-based grants are issued, the Company recognizes no expense until achievement of the performance requirement is deemed probable. Share-based compensation expense is based on awards ultimately expected to vest and has been reduced for annualized estimated forfeiture where the minimum amount of expense recorded is at least equal to the percent of an award vested. Forfeitures are estimated based on historical experience and weighting of various employee classes under the respective plan at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The fair value of Restricted Stock Units, or RSUs, is based on the number of shares granted and market price of the stock on the date of grant and is recorded as compensation expense ratably over the applicable service period, which is generally four years. Unvested restricted stock units and vested and unvested stock options are forfeited in the event of termination of employment. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets and liabilities are recorded net as long-term on the consolidated balance sheets. A valuation allowance is recorded when it is more likely than not that some or all of the net deferred tax assets will not be realized. Accordingly, the Company provides a valuation allowance, if necessary, to reduce net deferred tax assets to the amount that is expected to be realized. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current year. When necessary, the Company recognizes interest and penalties related to uncertain tax positions in income tax expense. 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. Warrant Liability The Company classifies warrants to purchase shares of its common stock as a liability on its consolidated balance sheets when the warrant is a free-standing financial instrument that may require the Company to transfer cash consideration upon exercise and that cash transfer event would be out of the Company’s control. Such a “liability warrant” is initially recorded at fair value on date of grant using the Black-Scholes model and net of issuance costs, and it is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in the fair value of the warrant are recognized as a component of other income (expense), net in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant. For warrants that do not meet the criteria of a liability warrant and are classified on the Company’s consolidated balance sheets as equity instruments, the Company uses the Black-Scholes model to measure the value of the warrants at issuance and then applies the relative fair-value of the equity transaction between common stock, preferred stock and warrants. Common stock, and equity-classified warrants each are considered permanent equity. Concentration of Credit Risk Financial investments that potentially subject the Company to credit risk consist of cash. The Company has all cash at accredited financial institutions. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company does not believe that it is subject to unual credit risk beyond the normal credit risk associated with commercial banking relationships. Grant Income 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 the accounting requirements under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606, Revenue From Contracts With Customers On March 28, 2018, the Company was awarded a Fast-Track Small Business Innovation Research, or SBIR, grant by the Eunice Kennedy National Institute of Child Health and Human Development, or NICHD, to support testing of the pediatric Biostage Esophageal Implant. The award for Phase I provided for the reimbursement of approximately $0.2 million of qualified research and development costs which was received and recognized as grant income during 2018. On October 26, 2018, the Company was awarded the Phase II Fast-Track SBIR grant from the Eunice Kennedy NICHD grant aggregating $1.1 million to support development, testing, and translation to the clinic through September 2019 and represented years one two For the years ended December 31, 2021 and 2020, the Company recognized approximately $165,000 and $447,000 of grant income, respectively, from Phase II of the SBIR grant. The aggregate SBIR grant provided a total award of $1.8 million, of which, approximately $1.5 million has been recognized through December 31, 2021. The Phase II portion of the award expired effective September 30, 2021. Recently Issued Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies we adopt as of the specified effective date. Unless otherwise discussed below, we do not believe that the adoption of recently issued standards have or may have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-12) In December 2019 the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard removes certain exceptions to the general principles in Topic 740 and simplifies certain other aspects of the accounting for income taxes. This standard became effective on January1, 2021, and did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable. | |
Notes Payable | 3. Notes Payable On May 4, 2020, the Company obtained a loan from Bank of America in the aggregate amount of approximately $0.4 million, pursuant to the Paycheck Protection Program, established as part of the CARES Act. Such loan was evidenced by a promissory note dated May 4, 2020 issued by the Company and accrued interest at a fixed interest rate of 1% per annum from the funding date of May 4, 2020. On December 18, 2020, the Company submitted the loan forgiveness application for the entire borrowings of approximately $0.4 million to the lender and was notified on January 7, 2021 that the application was submitted to the Small Business Administration, or SBA, for review. On May 23, 2021, the Company was notified that the SBA determined that the application for loan forgiveness was approved, and that the SBA remitted the forgiven amount to the Lender. Payments of principal and interest were deferred since the funding under the original terms of the promissory note and all such amounts were forgiven. The Company has accounted for the loan under FASB ASC 470, Debt As of December 31, 2020, repayment amounts due within one year were recorded as current liabilities, and the remaining amounts due in more than one year as long-term liabilities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
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. This hierarchy prioritizes the inputs into three broad levels as follows. 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’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 has concluded that warrants to purchase common stock, which are accounted for as liabilities as discussed in Note 8 are classified as Level 3. 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, 2021 and 2020: Fair Value Measurement as of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 50 $ — $ — $ 50 Total $ 50 $ — $ — $ 50 Liabilities: Warrant liability $ — $ — $ 2 $ 2 Total $ — $ — $ 2 $ 2 Fair Value Measurement as of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 50 $ — $ — $ 50 Total $ 50 $ — $ — $ 50 Liabilities: Warrant liability $ — $ — $ 17 $ 17 Total $ — $ — $ 17 $ 17 There were no transfers between Level 1, Level 2 and Level 3 in either of the years ended December 31, 2021 and December 31, 2020. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Asset | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Asset | |
Prepaid Expenses and Other Current Asset | 5. Prepaid Expenses and Other Current Asset Prepaid expenses and other current assets consist of the following: December 31, 2021 2020 (in thousands) Deposits $ 225 $ — Insurance 58 403 Sponsored research — 97 Other current assets 12 24 Total prepaid expenses and other current assets $ 295 $ 524 Deposits consist of cash payments for retainers for legal representation in support of the Company’s ongoing litigation as more fully described in Note 9. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment, Net | |
Property, Plant and Equipment, Net | 6. Property, Plant and Equipment, Net Property, plant and equipment, net consist of the following: December 31, 2021 2020 (in thousands) Leasehold improvements $ 584 $ 584 Furniture, machinery and equipment 1,553 1,553 Computer equipment and software 477 477 Total property, plant and equipment 2,614 2,614 Less: accumulated depreciation (2,504) (2,397) Property, plant and equipment, net $ 110 $ 217 Depreciation expense amounted to approximately $107,000 and $184,000 for the years ended December 31, 2021 and 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 7. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following: December 31, 2021 2020 (in thousands) Legal costs $ 577 $ 17 Advisory costs 151 75 Audit services 59 161 Payroll 11 39 Other — 25 Total expenses $ 798 $ 317 |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liability. | |
Warrant Liability | 8. Warrant Liability During 2016 and 2017, the Company closed a sale of shares of the Company’s common stock, the issuance of warrants to purchase shares of common stock, and the issuance of warrants to the placement agent for each transaction. Due to a cash put provision within the warrant agreement, which could be enacted in certain change in control events, a liability associated with those 1,044,396 warrants were initially recorded at fair value and subsequently re-measured each reporting period. The changes in the fair value between issuance and the end of each reporting period is recorded as a component of other income (expense), net in the consolidated statements of operations. During 2017, the holders of 952,184 warrants agreed to a modification of the term which removed the cash put provision. The remaining 92,212 warrants continue to be re-measured at each reporting period as long as they are outstanding and un-modified. In February of 2022, the remaining 92,212 warrants expired unexercised. The Company has re-measured the liability for the remaining outstanding warrants to their estimated fair value using the Black-Scholes option pricing model with the following weighted average assumptions: Assumptions for Estimating Fair Value on Reporting Dates of: December 31, December 31, 2021 2020 Risk-free interest rate 0.05 % 0.12 % Expected volatility 174.54 % 137.89 % Expected term (in years) 0.1 years 1.1 years Expected dividend yield — — Exercise Price $ 8.00 $ 8.00 Market value of common stock $ 2.30 $ 1.25 The following table presents a reconciliation of the Company’s warrant liabilities for the years ended December 31, 2021 and 2020: Warrant Liability (in thousands) Balance as of December 31, 2019 $ 33 Change in fair value upon re-measurement (16) Balance as of December 31, 2020 17 Change in fair value upon re-measurement (15) Balance as of December 31, 2021 $ 2 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies On April 14, 2017, representatives for the estate of an individual plaintiff filed a wrongful death complaint with the Suffolk Superior Court, in the County of Suffolk, Massachusetts, or the “Court”, against the Company and other defendants, including Harvard Bioscience, our former parent entity prior to the spin-off of the Company in 2013, as well as another third party. The complaint seeks payment for an unspecified amount of damages and alleges that the plaintiff sustained terminal injuries allegedly caused by products, including one synthetic trachea scaffold and two bioreactors, provided by certain of the named defendants and utilized in connection with surgeries performed by third parties in Europe in 2012 and 2013. This 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 Biostage Esophageal Implant. On October 1, 2019, the Court entered an order granting plaintiffs’ motion to compel the defendants to produce discovery. Subsequently, the plaintiff filed a motion for sanctions against the Company on January 6, 2020 claiming failure to produce the required discovery. The Company’s counsel at the time, which had been selected for the case by its liability insurance carrier, never notified the Company of plaintiffs’ motion and never responded to plaintiff’s motion. As a result of the failure of the Company’s former counsel to respond, on January 29, 2020, the Court entered an order allowing plaintiffs’ sanctions against the Company and the other defendants, which established a sanction of admitted liability. In June 2021, the Company was informed of these 2019 and 2020 court actions by new defense counsel appointed by its liability insurance carrier. On June 9, 2021, the Company, together with the other defendants, filed a motion to vacate the Court’s order allowing plaintiff’s motion for sanctions, and following a hearing on such motion, on August 6, 2021 the Court issued a ruling in our favor, vacating the sanctions. This case is now proceeding on the merits, which the Company will continue to oppose vigorously. On September 15, 2021, one of the Company’s product liability insurance carriers which had been providing a defense to the Company and Harvard Bioscience, notified each party that it was denying coverage under the applicable policy for the lawsuit and would no longer be providing a defense to each such company with respect thereto, or covering related legal expenses incurred after September 30, 2021. The insurance carrier also filed a corresponding complaint for declaratory judgment with the Court asking the Court to declare that said insurance carrier is not required to defend, indemnify or provide coverage to the Company and Harvard Bioscience with respect to the lawsuit described above. The Company responded by filing claims against its insurance carrier for insurance coverage, and the Company also brought a motion seeking the Court to order Medmarc to continue paying for the Company’s reasonable defense costs in the underlying litigation while the coverage dispute is pending. During the fourth quarter of 2021, the Company incurred legal costs of approximately $1.4 million in support of these claims. On January 25, 2022, the Court granted the Company’s motion for preliminary injunction and held that Medmarc breached its duty to defend the Company when it unilaterally stopped paying for the defense. Although the coverage dispute remains pending between the parties, the Court ordered Medmarc to pay for the cost of the defense until the coverage dispute is resolved, and the Company’s attorneys’ fees incurred in connection with the preliminary injunction motion. The Company submitted a request for immediate reimbursement of approximately $1.0 million of legal costs from Medmarc. On March 3, 2022, the Company received a cash payment of approximately $0.1 million from Medmarc and is actively pursuing all amounts owed the Company under the Court’s order. Additionally, plaintiffs in the wrongful death action filed suit in the Superior Court of Suffolk County, Massachusetts against the Company, Harvard Bioscience, and their insurance carriers on November 18, 2021 alleging violations of Massachusetts’ General Laws 175 §112C, 93A, and 176D §3. That matter is at a preliminary stage and no schedule has been set in that case. While there can be no assurance of prevailing in any of the matters described above, the Company intends to defend the claims against it vigorously, and to recover all available amounts under the Company’s insurance coverage. The Company has retained new defense counsel for the wrongful death lawsuit and a trial date has been set for October 2022. If the Company loses on the merits and a jury awards damages, the Company does not know the exact amount of compensatory and, potentially, punitive damages that could be awarded, but the amounts could be substantial. The Company cannot determine such amount in relation to trial. However, based on review of the circumstances surrounding the case, the Company has recorded an accrual for the contingency matter of approximately $3.3 million in general and administrative expenses during the year ended December 31, 2021. The Company cannot provide any assurance that any further disposition of these matters would not result in a change in such estimate. The Company is also evaluating possible malpractice claims as one source of recovery but have not asserted such a claim and cannot provide assurance that such a claim would provide a recovery. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 10. Leases The Company leases laboratory and office space and certain equipment with remaining terms ranging from 1 year to 3 years. The laboratory and office arrangement is under a sublease that was renewed in December of 2021 and currently extends through May 31, 2023. This lease 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. All of the Company’s leases qualify as operating leases. The following table summarizes the presentation of the Company’s operating leases in its consolidated balance sheets: December 31, Balance Sheet Classification 2021 2020 (in thousands) Assets: Operating lease assets Right-of-use asset, net $ 169 $ 182 Liabilities: Current portion of operating lease liabilities Current portion of operating lease liabilities 110 107 Operating lease liabilities, net of current portion Operating lease liabilities, net of current portion 59 75 Total operating lease liabilities $ 169 $ 182 Cash paid for leases included in cash used in operating activities in the Company’s consolidated statement of cash flows during the years ended December 31, 2021, and 2020 amounted to approximately $121,000, respectively. The weighted average remaining lease terms and weighted average discount rates as of December 31, 2021 and 2020 were as follows: Year ended December 31, 2021 2020 Remaining lease term (in years) 1.60 1.92 Discount rate 9.14 % 10.16 % The following table summarizes the effect of lease costs in the Company’s consolidated statements of operations: For the Year Ended December 31, 2021 2020 (in thousands) Operating lease expense Research and development $ 77 $ 77 General and administrative 44 44 Total $ 121 $ 121 The minimum lease payments for the next five years and thereafter are as follows: As of December 31, 2021 (in thousands) 2022 $ 121 2023 55 2024 7 2025 — Total lease payments 183 Less: imputed interest 14 Present value of operating lease liabilities $ 169 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 11. Income Taxes A reconciliation of taxes utilizing the expected federal tax rate of 21% and the effective tax rate is as follows: Years ended December 31, 2021 2020 Computed “expected” income tax benefit 21.0 % 21.0 % State income tax benefit, net of federal income tax benefit 6.3 % 6.3 % Permanent items, primarily change in fair value of warrants and non-deductible share-based compensation 1.0 % 2.6 % Tax credits (2.1) % (0.7) % Stock-option cancellations (0.2) % (8.2) % Change in valuation allowance (26.0) % (21.0) % Total income taxes — % — % The components of the Company’s deferred tax asset are as follows: Years ended December 31, 2021 2020 (in thousands) Deferred tax assets: Operating loss and credit carryforwards $ 16,611 $ 15,217 Capitalized research and development 1,470 1,873 Stock-based compensation 1,284 1,078 Accrual for contingency matter 888 — Lease liabilities 46 50 Excess book over tax depreciation 21 34 Total deferred tax assets 20,320 18,252 Less: valuation allowance (20,274) (18,200) Deferred tax assets 46 52 Deferred tax liability: Operating lease assets (46) (52) Total deferred tax liability (46) (52) $ — $ — The Company has recorded a valuation allowance against its deferred tax assets for the years ended December 31, 2021 and 2020, because the Company’s management believes that it is more likely than not that these assets will not be realized. The valuation allowance increased by approximately $2.1 million and $1.0 million for the years ended December 31, 2021 and 2020, respectively, primarily as a result of operating losses generated with no corresponding financial statement benefit. As of December 31, 2021, the Company had federal net operating loss carryforwards, or NOLs, of approximately $52.8 million to offset future federal taxable income and state NOLs of approximately $52.2 million to offset future state taxable income. The federal and state NOLs generated for annual periods prior to January 1, 2018 begin to expire in 2033. The Company’s federal NOL generated for the years ended December 31, 2018 through December 31, 2021, which amount to $26.3 million, can be carried forward indefinitely, however, are limited to be utilized to offset 80% of taxable income in each successive year. As of December 31, 2021, the Company also has federal and state tax research and development credit carryforwards of approximately $1.5 million and $1.0 million, respectively, to offset future income taxes. The federal and state research and development tax credit carryforwards begin to expire in 2033 and 2029, respectively. 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 Internal Revenue Service 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%, 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 financings 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 net deferred tax assets due to the uncertainty regarding future taxable income for the foreseeable future. For all years through December 31, 2021, 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. Harvard Bioscience received a Supplemental Ruling to the Private Letter Ruling dated March 22, 2013 from the IRS to the effect that, among other things, the Separation and Distribution by Harvard Bioscience will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and 368(a)(1)(D) of the Internal Revenue Code continuing in effect. The private letter and supplemental rulings and the tax opinion that Harvard Bioscience received from legal counsel to Harvard Bioscience rely on certain representations, assumptions and undertakings, including those relating to the past and future conduct of the Biostage business, and neither the private letter and supplemental rulings nor the opinion would be valid if such representations, assumptions and undertakings were incorrect. Moreover, the private letter and supplemental rulings do not address all the issues that are relevant to determining whether the Distribution will qualify for tax-free treatment. Notwithstanding the private letter and supplemental rulings and opinion, the IRS could determine the Distribution should be treated as a taxable transaction for U.S. federal income tax purposes if, among other reasons, it determines any of the representations, assumptions or undertakings that were included in the request for the private letter and supplemental rulings are false or have been violated or if it disagrees with the conclusions in the opinion that are not covered by the IRS ruling. To preserve the tax-free treatment to Harvard Bioscience of the Separation and Distribution, for the two-year period following the Distribution, which such period ended November 1, 2015, the Company was limited, except in specified circumstances, from entering into certain transactions pursuant to which all or a portion of the Company’s stock would be acquired, whether by merger or otherwise; issuing equity securities beyond certain thresholds; repurchasing the Company’s common stock; and ceasing to actively conduct the Company’s regenerative medicine business. In addition, at all times, including during and following such two-year period, the Company may not take or fail to take any other action that prevents the Separation and Distribution and related transactions from being tax-free. If the Distribution fails to qualify for tax-free treatment, in general, Harvard Bioscience would be subject to tax as if it had sold the Company’s common stock in a taxable sale for its fair market value, and Harvard Bioscience stockholders who received shares of Biostage common stock in the Distribution would be subject to tax as if they had received a taxable Distribution equal to the fair market value of such shares. Under the tax sharing agreement between Harvard Bioscience and the Company, the Company would generally be required to indemnify Harvard Bioscience against any tax resulting from the Distribution to the extent that such tax resulted from (i) an acquisition of all or a portion of the Company's stock or assets, whether by merger or otherwise, (ii) other actions or failures to act by the Company, or (iii) any of the Company's representations or undertakings being incorrect or violated. The Company's indemnification obligations to Harvard Bioscience and its subsidiaries, officers and directors are not limited by any maximum amount. If the Company is required to indemnify Harvard Bioscience or such other persons under the circumstances set forth in the tax sharing agreement, the Company may be subject to substantial liabilities. All deferred tax assets prior to the Separation remained with Harvard Bioscience. The Company has determined that any uncertain tax positions would have no material impact on the consolidated financial statements of the Company and there are no unrecognized tax benefits or related interest and penalties accrued for the period for the years ended December 31, 2021 and 2020. 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, 2020; currently, no federal or state income tax returns are under examination by the respective taxing authorities. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security, or CARES, Act was signed into law making several changes to the Internal Revenue Code. The changes include but are not limited to increasing the limitation on the amount of deductible interest expense, allowing companies to carryback certain net operating losses, and increasing the amount of net operating loss carryforwards that corporations can use to offset taxable income. The tax law changes in the CARES Act did not have a material impact on the Company's income tax provision. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plan | |
Employee Benefit Plan | 12. Employee Benefit Plan The Company sponsors a retirement plan for its U.S. employees, which includes an employee savings plan established under Section 401(k) of the U.S. Internal Revenue Code, or the 401(k) Plan. The 401(k) Plan covers substantially all full-time employees who meet certain eligibility requirements. Contributions to the retirement plan are at the discretion of management. The Company’s matching contributions to the plan were approximately $39,000 and $62,000 for the years ended December 31, 2021 and 2020, respectively. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Stock | |
Preferred Stock | 13. Preferred Stock There are no shares of any class of preferred stock outstanding as of December 31, 2021 or December 31, 2020. Authorized shares for each preferred stock class is as follows: Authorized Undesignated Preferred Stock 984,000 Series B Convertible Preferred Stock 1,000,000 Series C Convertible Preferred Stock 4,000 Series D Convertible Preferred Stock 12,000 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock. | |
Common Stock | 14. Common Stock The Company has 60,000,000 shares authorized as of December 31, 2021 and 44,405,107 shares of common stock available for issuance. The following represent the Company’s common stock transactions during December 31, 2021 and 2020: 2021 Capital Transactions On November 26, 2021, the Company issued a total of 72,464 shares of its common stock at a purchase price of $3.45 per share and warrants to purchase 36,232 shares of common stock to its Interim Chief Executive Officer at a purchase price of $3.45 per unit. Each unit consisted of one share of common stock and a warrant to purchase one During the year ended December 31, 2021, the Company issued a total of 1,300,000 shares of its common stock at a purchase price of $2.00 per share and warrants to purchase 650,000 shares of common stock to a group of existing investors at a purchase price of $2.00 per unit. Each unit consisted of one share of common stock and a warrant to purchase one half of one share of common stock. The shares and warrants were sold for aggregate gross and net proceeds of approximately The Company classified the warrants in each of the aforementioned issuances on its consolidated balance sheets as equity, and valued the respective warrants issued in conjunction with common stock placements using the Black-Scholes model based on the following weighted average assumptions: Risk-free interest rate 0.82 % Expected volatility 121.22 % Expected term 5 years Expected dividend yield — % Exercise price $ 2.08 Market value of common stock $ 2.58 2020 Capital Transactions During the year ended December 31, 2020, the Company issued a total of 151,027 and 125,000 shares of its common stock at purchase prices of $3.70 and $4.00 per share, respectively, and warrants to purchase 151,027 shares of common stock at an exercise price of $3.70 per share to a group of investors for aggregate gross and net proceeds of approximately $1.1 million, of which, $1.0 million and $0.1 million was allocated to the common stock and warrants, respectively, utilizing the relative fair value. The Company classified these warrants on its consolidated balance sheets as equity, and valued the respective warrants utilizing the Black-Scholes model based on the following weighted average assumptions: Risk-free interest rate 0.88 % Expected volatility 107.00 % Expected term 2 months Expected dividend yield — % Exercise price $ 3.70 Market value of common stock $ 3.11 During the year ended December 31, 2020, the Company issued 516,877 shares of our common stock to a group of investors in connection with the exercise of 516,877 previously issued warrants at $3.70 per share for aggregate gross and net proceeds of approximately $1.9 million. During the year ended December 31, 2020, the Company issued 414,000 shares of our common stock to a group of investors in connection with the exercise of 414,000 previously issued warrants at $2.00 per share for aggregate gross and net proceeds of approximately $0.8 million. During the year ended December 31, 2020, the Company issued a total of 25,948 shares of our common stock to former chief executive officer and an employee due to the vesting of restricted stock units and issuance of a common stock award. Warrant to purchase common stock activity for the year ended December 31, 2021 was as follows: Weighted-average Amount exercise price Outstanding at December 31, 2020 1,893,201 $ 6.44 Issued 686,232 2.08 Expired (78,014) 35.20 Outstanding at December 31, 2021 2,501,419 $ 4.35 Employee Stock Purchase Plan The Company maintains the 2013 Employee Stock Purchase Plan, or the ESPP Plan, whereas participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company’s common stock. At the conclusion of the period, participating employees can purchase shares of the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock at the beginning or end of the period. Shares are issued under the plan for the six-month periods ending June 30 and December 31. Under this plan, 7,500 shares of common stock are authorized for issuance of which 4,534 shares have been issued as of December 31, 2021. There are 2,966 shares available for issuance as of December 31, 2021 and December 31, 2020. There was no ESPP Plan activity in 2021 or 2020. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation | |
Share-Based Compensation | 15. Share-based Compensation Biostage Amended and Restated Equity Incentive Plan The Company maintains the Amended and Restated Equity Incentive Plan, or the Plan, for the benefit of certain 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. The Company’s policy is to issue stock available from its registered but unissued stock pool through its transfer agent to satisfy stock option exercises and the vesting of restricted stock units. The vesting period for awards is generally four years and the contractual life is ten years. Canceled and forfeited options and awards are available to be reissued under the Plan. In June 2020, the Company’s shareholders approved the Plan to, among other things, increase of the number of shares of the Company’s common stock available for issuance pursuant thereto by 3,000,000 shares, which increased the total shares authorized to be issued under the Plan to 5,098,000. There are 2,744,710 shares available for issuance as of December 31, 2021. Stock option activity under the Plan for the year ended December 31, 2021 was as follows: Weighted-average Weighted-average Aggregate intrinsic Amount exercise price contractual life (years) value (in thousands) Outstanding at December 31, 2020 1,599,720 $ 6.33 5.77 $ — Granted 1,253,336 2.15 Canceled / forfeited (520,453) 7.73 Outstanding at December 31, 2021 2,332,603 $ 3.93 8.30 $ 294 Options exercisable 1,074,760 $ 5.48 6.83 $ 129 Options vested and expected to vest 2,261,832 $ 3.83 The Company’s outstanding stock options include 510,742 performance-based awards that have vesting provisions subject to the achievement of certain business milestones. Total unrecognized compensation expense for the remaining performance-based awards is approximately $1.3 million. No expense has been recognized for these awards as of December 31, 2021 given that the milestone achievements for these awards have not yet been deemed probable for accounting purposes. Aggregate intrinsic value for outstanding options and exercisable options for the year ended December 31, 2021, was approximately $294,000 based on the Company’s closing stock price of $2.30 per share as of December 31, 2021. As of December 31, 2021, unrecognized compensation cost related to unvested non-performance-based awards amounted to $1.1 million, which will be recognized over a weighted-average period of 1.83 years. The weighted average assumptions for valuing the Company’s stock options granted were as follows: Year Ended December 31, 2021 2020 Risk-free interest rate 1.21 % 0.68 % Expected volatility 120.86 % 111.47 % Expected term (in years) 5.6 years 4.4 years Expected dividend yield — % — % The grant date fair value of stock options is estimated using the Black-Scholes option pricing model that takes into account the fair value of its common stock, the exercise price, the expected life of the option, the expected volatility of its common stock, expected dividends on its common stock, and the risk-free interest rate over the expected life of the option. The risk-free interest rate assumption is based upon observed treasury bill interest rates (risk-free) appropriate for the expected term of the Company’s employee stock options. The computation of expected volatility is based on the historical volatility of the Company’s common stock. The simplified method of estimating expected term was used. The Company has not paid and do not anticipate paying cash dividends on the Company’s shares of common stock; therefore, the expected dividend yield is assumed to be zero. The weighted average estimated fair value of stock options granted using the Black-Scholes model was $1.84 per share for each of the years ended December 31, 2021 and 2020. The Company also estimated the fair value of non-employee share options using the Black-Scholes option pricing model reflecting the same assumptions as applied to employee and director options in each of the reporting periods, other than the expected life, which is assumed to be the remaining contractual life of the options. Share-based compensation expense related to the Plan for the years ended December 31, 2021 and 2020 was allocated as follows: Years Ended December 31, 2021 2020 (in thousands) Research and development $ 495 $ 311 Selling, general and administrative 485 833 Total stock-based compensation $ 980 $ 1,144 In February 2020, as part of the termination agreement with the Company’s former chief executive officer, the Company modified certain options to purchase 236,970 shares of common stock, issued an 80,000 fully vested stock option grant, and accelerated the vesting of 3,300 restricted stock units resulting in $153,000, $70,000, and $4,000, respectively, of share-based compensation for the year ended December 31, 2020. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss Per Share | |
Net Loss Per Share | 16. Net Loss per Share Basic and diluted net loss per share was calculated as follows: Years Ended December 31, 2021 2020 (in thousands, except shares and per share data) Net loss $ (7,978) $ (4,865) Weighted-average shares outstanding 10,062,432 8,793,545 Net loss per share – basic and diluted $ (0.79) $ (0.55) The Company’s potentially dilutive securities, which include stock options, unvested restricted common stock units and warrants, have been excluded from the computation of diluted net loss per share whenever the effect of including them would be to reduce the net loss per share. In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020 because including them would have had an anti-dilutive effect: Years Ended December 31, 2021 2020 Warrants to purchase common stock 2,501,419 1,893,201 Options to purchase common stock 2,332,603 1,599,720 Total 4,834,022 3,492,921 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events The Company has performed an evaluation of subsequent events through the time of filing this Annual Report on Form 10-K with the Securities Exchange Commission. In February and March of 2022, the Company received cash deposits in escrow of approximately $3.1 million from a group of prospective investors pertaining to a potential private placement transaction. These funds remain the respective investor’s property and are being held in escrow by the Company in a separate account until the execution of a common stock purchase agreement. During the period of January 1, 2022 through the date of this filing, the Company has incurred additional legal costs of approximately $0.6 million in support of its ongoing litigation as more fully described in Note 9. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Biostage, and its three wholly-owned subsidiaries, Harvard Apparatus Regenerative Technology Limited (Hong Kong), Harvard Apparatus Regenerative Technology GmbH (Germany) and Biostage Limited (UK). The functional currency for these subsidiaries is the U.S dollar. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The process of preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, share-based compensation, valuation of warrant liability, accrued expenses and the valuation allowance for deferred income taxes. Actual results could differ from those estimates. |
Segment | Segment The Company has one business segment and does not have significant costs or assets outside the U.S. |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: December 31, 2021 2020 (in thousands) Cash $ 1,242 $ 1,026 Restricted cash 50 50 Total cash and restricted cash as shown in the consolidated statements of cash flows $ 1,292 $ 1,076 Restricted cash consists of approximately $50,000 held as collateral for the Company’s credit card program as of December 31, 2021, and December 31, 2020. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Leasehold improvements Shorter of expected useful life or lease term Furniture, machinery and equipment, computer equipment and software 3-7 years Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Assessments of long-lived assets and the remaining useful lives of such long-lived assets are reviewed for impairment whenever a triggering event occurs or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset, or group of assets, are considered to be impaired when the undiscounted estimated net cash flows expected to be generated by the asset, or group of assets, are less than its carrying amount. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset, or group of assets, based on the present value of the expected future cash flows associated with the use of the asset. Through December 31, 2021, no such impairment charges have been recorded. |
Research and Development | Research and Development Research and development costs are expensed as incurred. |
Share-based Compensation | Share-based Compensation The Company measures all stock options and restricted stock awards granted to employees, directors and non-employees based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of forfeitures, over the requisite vesting period, which is generally the service period of the respective award. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions on a straight-line basis over the requisite service period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award). Expense on share-based awards for which vesting is performance or milestone based is recognized on a straight-line basis from the date when it is determined that the achievement of the milestone is probable to the vesting/milestone achievement date. The Company elected to use the Black-Scholes option-pricing model for the valuation of stock-based payment awards. The determination of the fair value of stock-based payment awards is determined on the date of grant using the Black-Scholes option-pricing model which is affected by the market price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, its expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. When performance-based grants are issued, the Company recognizes no expense until achievement of the performance requirement is deemed probable. Share-based compensation expense is based on awards ultimately expected to vest and has been reduced for annualized estimated forfeiture where the minimum amount of expense recorded is at least equal to the percent of an award vested. Forfeitures are estimated based on historical experience and weighting of various employee classes under the respective plan at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The fair value of Restricted Stock Units, or RSUs, is based on the number of shares granted and market price of the stock on the date of grant and is recorded as compensation expense ratably over the applicable service period, which is generally four years. Unvested restricted stock units and vested and unvested stock options are forfeited in the event of termination of employment. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets and liabilities are recorded net as long-term on the consolidated balance sheets. A valuation allowance is recorded when it is more likely than not that some or all of the net deferred tax assets will not be realized. Accordingly, the Company provides a valuation allowance, if necessary, to reduce net deferred tax assets to the amount that is expected to be realized. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current year. When necessary, the Company recognizes interest and penalties related to uncertain tax positions in income tax expense. |
Net Loss per Share | 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. |
Warrant Liability | Warrant Liability The Company classifies warrants to purchase shares of its common stock as a liability on its consolidated balance sheets when the warrant is a free-standing financial instrument that may require the Company to transfer cash consideration upon exercise and that cash transfer event would be out of the Company’s control. Such a “liability warrant” is initially recorded at fair value on date of grant using the Black-Scholes model and net of issuance costs, and it is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in the fair value of the warrant are recognized as a component of other income (expense), net in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant. For warrants that do not meet the criteria of a liability warrant and are classified on the Company’s consolidated balance sheets as equity instruments, the Company uses the Black-Scholes model to measure the value of the warrants at issuance and then applies the relative fair-value of the equity transaction between common stock, preferred stock and warrants. Common stock, and equity-classified warrants each are considered permanent equity. |
Concentration of Credit Risk | Concentration of Credit Risk Financial investments that potentially subject the Company to credit risk consist of cash. The Company has all cash at accredited financial institutions. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company does not believe that it is subject to unual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Grant Income | Grant Income 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 the accounting requirements under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606, Revenue From Contracts With Customers On March 28, 2018, the Company was awarded a Fast-Track Small Business Innovation Research, or SBIR, grant by the Eunice Kennedy National Institute of Child Health and Human Development, or NICHD, to support testing of the pediatric Biostage Esophageal Implant. The award for Phase I provided for the reimbursement of approximately $0.2 million of qualified research and development costs which was received and recognized as grant income during 2018. On October 26, 2018, the Company was awarded the Phase II Fast-Track SBIR grant from the Eunice Kennedy NICHD grant aggregating $1.1 million to support development, testing, and translation to the clinic through September 2019 and represented years one two For the years ended December 31, 2021 and 2020, the Company recognized approximately $165,000 and $447,000 of grant income, respectively, from Phase II of the SBIR grant. The aggregate SBIR grant provided a total award of $1.8 million, of which, approximately $1.5 million has been recognized through December 31, 2021. The Phase II portion of the award expired effective September 30, 2021. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies we adopt as of the specified effective date. Unless otherwise discussed below, we do not believe that the adoption of recently issued standards have or may have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-12) In December 2019 the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard removes certain exceptions to the general principles in Topic 740 and simplifies certain other aspects of the accounting for income taxes. This standard became effective on January1, 2021, and did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of Cash and restricted cash | December 31, 2021 2020 (in thousands) Cash $ 1,242 $ 1,026 Restricted cash 50 50 Total cash and restricted cash as shown in the consolidated statements of cash flows $ 1,292 $ 1,076 |
Schedule of property, plant and equipment useful life | Leasehold improvements Shorter of expected useful life or lease term Furniture, machinery and equipment, computer equipment and software 3-7 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | 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, 2021 and 2020: Fair Value Measurement as of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 50 $ — $ — $ 50 Total $ 50 $ — $ — $ 50 Liabilities: Warrant liability $ — $ — $ 2 $ 2 Total $ — $ — $ 2 $ 2 Fair Value Measurement as of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ 50 $ — $ — $ 50 Total $ 50 $ — $ — $ 50 Liabilities: Warrant liability $ — $ — $ 17 $ 17 Total $ — $ — $ 17 $ 17 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Asset (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Asset | |
Schedule of prepaid expenses and other current asset | December 31, 2021 2020 (in thousands) Deposits $ 225 $ — Insurance 58 403 Sponsored research — 97 Other current assets 12 24 Total prepaid expenses and other current assets $ 295 $ 524 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment, Net | |
Schedule of property, plant and equipment, net | December 31, 2021 2020 (in thousands) Leasehold improvements $ 584 $ 584 Furniture, machinery and equipment 1,553 1,553 Computer equipment and software 477 477 Total property, plant and equipment 2,614 2,614 Less: accumulated depreciation (2,504) (2,397) Property, plant and equipment, net $ 110 $ 217 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued and other current liabilities | December 31, 2021 2020 (in thousands) Legal costs $ 577 $ 17 Advisory costs 151 75 Audit services 59 161 Payroll 11 39 Other — 25 Total expenses $ 798 $ 317 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liability. | |
Schedule of weighted average assumptions | Assumptions for Estimating Fair Value on Reporting Dates of: December 31, December 31, 2021 2020 Risk-free interest rate 0.05 % 0.12 % Expected volatility 174.54 % 137.89 % Expected term (in years) 0.1 years 1.1 years Expected dividend yield — — Exercise Price $ 8.00 $ 8.00 Market value of common stock $ 2.30 $ 1.25 |
Schedule of reconciliation company's liabilities at fair value on recurring basis | Warrant Liability (in thousands) Balance as of December 31, 2019 $ 33 Change in fair value upon re-measurement (16) Balance as of December 31, 2020 17 Change in fair value upon re-measurement (15) Balance as of December 31, 2021 $ 2 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Summary of presentation of operating leases in consolidated balance sheets | December 31, Balance Sheet Classification 2021 2020 (in thousands) Assets: Operating lease assets Right-of-use asset, net $ 169 $ 182 Liabilities: Current portion of operating lease liabilities Current portion of operating lease liabilities 110 107 Operating lease liabilities, net of current portion Operating lease liabilities, net of current portion 59 75 Total operating lease liabilities $ 169 $ 182 |
Schedule of Weighted average discount rate and lease term | The weighted average remaining lease terms and weighted average discount rates as of December 31, 2021 and 2020 were as follows: Year ended December 31, 2021 2020 Remaining lease term (in years) 1.60 1.92 Discount rate 9.14 % 10.16 % |
Summary of lease expense categories in consolidated statements of operations | For the Year Ended December 31, 2021 2020 (in thousands) Operating lease expense Research and development $ 77 $ 77 General and administrative 44 44 Total $ 121 $ 121 |
Summary of minimum lease payments for the next five years and thereafter | The minimum lease payments for the next five years and thereafter are as follows: As of December 31, 2021 (in thousands) 2022 $ 121 2023 55 2024 7 2025 — Total lease payments 183 Less: imputed interest 14 Present value of operating lease liabilities $ 169 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of effective income tax | Years ended December 31, 2021 2020 Computed “expected” income tax benefit 21.0 % 21.0 % State income tax benefit, net of federal income tax benefit 6.3 % 6.3 % Permanent items, primarily change in fair value of warrants and non-deductible share-based compensation 1.0 % 2.6 % Tax credits (2.1) % (0.7) % Stock-option cancellations (0.2) % (8.2) % Change in valuation allowance (26.0) % (21.0) % Total income taxes — % — % |
Schedule of deferred tax assets and liabilities | Years ended December 31, 2021 2020 (in thousands) Deferred tax assets: Operating loss and credit carryforwards $ 16,611 $ 15,217 Capitalized research and development 1,470 1,873 Stock-based compensation 1,284 1,078 Accrual for contingency matter 888 — Lease liabilities 46 50 Excess book over tax depreciation 21 34 Total deferred tax assets 20,320 18,252 Less: valuation allowance (20,274) (18,200) Deferred tax assets 46 52 Deferred tax liability: Operating lease assets (46) (52) Total deferred tax liability (46) (52) $ — $ — |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Stock | |
Schedule of categories of preferred stock | Authorized Undesignated Preferred Stock 984,000 Series B Convertible Preferred Stock 1,000,000 Series C Convertible Preferred Stock 4,000 Series D Convertible Preferred Stock 12,000 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock. | |
Schedule of Classification of warrants to equity | Risk-free interest rate 0.82 % Expected volatility 121.22 % Expected term 5 years Expected dividend yield — % Exercise price $ 2.08 Market value of common stock $ 2.58 Risk-free interest rate 0.88 % Expected volatility 107.00 % Expected term 2 months Expected dividend yield — % Exercise price $ 3.70 Market value of common stock $ 3.11 |
Schedule of warrant to purchase common stock | Weighted-average Amount exercise price Outstanding at December 31, 2020 1,893,201 $ 6.44 Issued 686,232 2.08 Expired (78,014) 35.20 Outstanding at December 31, 2021 2,501,419 $ 4.35 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation | |
Schedule of stock option activity | Stock option activity under the Plan for the year ended December 31, 2021 was as follows: Weighted-average Weighted-average Aggregate intrinsic Amount exercise price contractual life (years) value (in thousands) Outstanding at December 31, 2020 1,599,720 $ 6.33 5.77 $ — Granted 1,253,336 2.15 Canceled / forfeited (520,453) 7.73 Outstanding at December 31, 2021 2,332,603 $ 3.93 8.30 $ 294 Options exercisable 1,074,760 $ 5.48 6.83 $ 129 Options vested and expected to vest 2,261,832 $ 3.83 |
Schedule of weighted average assumptions | The weighted average assumptions for valuing the Company’s stock options granted were as follows: Year Ended December 31, 2021 2020 Risk-free interest rate 1.21 % 0.68 % Expected volatility 120.86 % 111.47 % Expected term (in years) 5.6 years 4.4 years Expected dividend yield — % — % |
Schedule of share-based compensation expense | Share-based compensation expense related to the Plan for the years ended December 31, 2021 and 2020 was allocated as follows: Years Ended December 31, 2021 2020 (in thousands) Research and development $ 495 $ 311 Selling, general and administrative 485 833 Total stock-based compensation $ 980 $ 1,144 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss Per Share | |
Schedule of basic and diluted net loss per share | Years Ended December 31, 2021 2020 (in thousands, except shares and per share data) Net loss $ (7,978) $ (4,865) Weighted-average shares outstanding 10,062,432 8,793,545 Net loss per share – basic and diluted $ (0.79) $ (0.55) |
Schedule of antidilutive securities excluded from computation of earnings per share | Years Ended December 31, 2021 2020 Warrants to purchase common stock 2,501,419 1,893,201 Options to purchase common stock 2,332,603 1,599,720 Total 4,834,022 3,492,921 |
Organization (Details)
Organization (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Oct. 31, 2013 | Dec. 31, 2021 | Dec. 31, 2020 | |
Overview And Basis Of Presentation [Line Items] | |||
Retained Earnings (Accumulated Deficit) | $ (76,938) | $ (68,960) | |
Cash | $ 1,242 | $ 1,026 | |
Harvard Bioscience Plan [Member] | |||
Overview And Basis Of Presentation [Line Items] | |||
Proceeds from Contributions from Parent | $ 15,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of expected useful life or lease term |
Furniture, machinery and equipment, computer equipment and software [Member] | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture, machinery and equipment, computer equipment and software [Member] | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of Significant Accounting Policies | |||
Cash | $ 1,242 | $ 1,026 | |
Restricted cash | 50 | 50 | |
Total cash and restricted cash as shown in the consolidated statements of cash flows | $ 1,292 | $ 1,076 | $ 963 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) | Oct. 26, 2018USD ($) | Mar. 28, 2018USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($)itemsegment | Dec. 31, 2020USD ($) | Aug. 03, 2020USD ($) |
Basic And Diluted Earnings Per Share [Line Items] | ||||||
Number Of Wholly Owned Subsidiaries | item | 3 | |||||
Number of business segment | segment | 1 | |||||
Recognized grants receivable | $ 1,500,000 | |||||
Restricted Cash | 50,000 | |||||
Impairment of Long-Lived Assets Held-for-use | 0 | |||||
Cash insured by FDIC | 250,000 | |||||
Maximum Research And Development Expenses Reimbursement | $ 200,000 | |||||
Grants Receivable | $ 1,800,000 | |||||
Restricted Stock Units (RSUs) | ||||||
Basic And Diluted Earnings Per Share [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||
Phase Two | ||||||
Basic And Diluted Earnings Per Share [Line Items] | ||||||
Grants Receivable in fiscal year | $ 1,100,000 | $ 500,000 | ||||
Grants awarded, period one | 1 year | |||||
Grants awarded, period two | 2 years | |||||
Grant period, extension term | 1 year | |||||
Grant period, extension cost | $ 0 | |||||
Grant Income Recognized | $ 165,000 | $ 447,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | Dec. 18, 2020 | May 04, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Gain on forgiveness of notes payable | $ 408 | $ 0 | ||
Paycheck Protection Program loan | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Issuance of Debt | $ 400 | $ 400 | ||
Fixed interest rate | 1.00% | |||
Gain on forgiveness of notes payable | $ 408 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets: | |||
Total | $ 50,000 | $ 50,000 | |
Liabilities: | |||
Total | 2,000 | 17,000 | |
Liabilities classified | 2,000 | 17,000 | $ 33,000 |
Fair Value Transfers Between Level Hierarchies | 0 | 0 | |
Restricted cash [Member] | |||
Assets: | |||
Total | 50,000 | 50,000 | |
Warrant liability | |||
Liabilities: | |||
Total | 2,000 | 17,000 | |
Level 1 [Member] | |||
Assets: | |||
Total | 50,000 | 50,000 | |
Level 1 [Member] | Restricted cash [Member] | |||
Assets: | |||
Total | 50,000 | 50,000 | |
Level 3 [Member] | |||
Liabilities: | |||
Total | 2,000 | 17,000 | |
Level 3 [Member] | Warrant liability | |||
Liabilities: | |||
Total | $ 2,000 | $ 17,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Asset (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Asset | ||
Deposits | $ 225 | |
Insurance | 58 | $ 403 |
Sponsored research | 97 | |
Other current assets | 12 | 24 |
Total prepaid expenses and other current assets | $ 295 | $ 524 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 2,614 | $ 2,614 |
Less: accumulated depreciation | (2,504) | (2,397) |
Property, plant and equipment, net | 110 | 217 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 584 | 584 |
Furniture, machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,553 | 1,553 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 477 | $ 477 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, Net | ||
Depreciation | $ 107 | $ 184 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities | ||
Legal costs | $ 577 | $ 17 |
Advisory costs | 151 | 75 |
Audit services | 59 | 161 |
Payroll | 11 | 39 |
Other | 25 | |
Total expenses | $ 798 | $ 317 |
Warrant Liability - Assumptions
Warrant Liability - Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liability. | ||
Risk-free interest rate | 0.05% | 0.12% |
Expected volatility | 174.54 | 137.89 |
Expected term (in years) | 1 month 6 days | 1 year 1 month 6 days |
Exercise Price | $ 8 | $ 8 |
Market value of common stock | $ 2.30 | $ 1.25 |
Warrant Liability - Reconciliat
Warrant Liability - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liability. | ||
Beginning Balance | $ 17 | $ 33 |
Change in fair value upon re-measurement | (15) | (16) |
Ending Balance | $ 2 | $ 17 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - shares | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2017 |
Warrant Liability. | |||
Warrants To Be Modified, Number | 952,184 | ||
Warrants To Be Re-measured, Number | 92,212 | 1,044,396 | |
Warrants expired and unexercised | 92,212 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Mar. 03, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 25, 2022USD ($) | Apr. 14, 2017item |
Loss Contingencies [Line Items] | ||||||
Number of Synthetic Trachea Scaffold product | item | 1 | |||||
Number of bioreactors | item | 2 | |||||
Accrual for contingency matter | $ 3,250 | $ 0 | ||||
Medmarc | ||||||
Loss Contingencies [Line Items] | ||||||
Legal costs on claims against insurance carrier | $ 1,400 | |||||
Reimbursement of legal costs | $ 1,000 | |||||
Cash payment received on litigation | $ 100 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |
Renewal term | 1 year |
Termination option | false |
Notice period for termination | 180 days |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining term | 3 years |
Leases - Operating leases in co
Leases - Operating leases in consolidated balance sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating lease assets | $ 169 | $ 182 |
Current operating lease liabilities | 110 | 107 |
Non-current operating lease liabilities | 59 | 75 |
Total operating lease liabilities | $ 169 | $ 182 |
Leases - Weighted average disco
Leases - Weighted average discount rate and lease term (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Remaining lease term (in years) | 1 year 7 months 6 days | 1 year 11 months 1 day |
Discount rate | 9.14% | 10.16% |
Cash paid included in the computation of the operating lease assets and lease liability | $ 121,000 | $ 121,000 |
Leases - Operating leases in _2
Leases - Operating leases in condensed consolidated statements of operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Total | $ 121 | $ 121 |
Research and development [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | 77 | 77 |
General and administrative [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | $ 44 | $ 44 |
Leases - Minimum lease payments
Leases - Minimum lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Minimum lease payments for the next five years and thereafter | ||
2022 | $ 121 | |
2023 | 55 | |
2024 | 7 | |
Total lease payments | 183 | |
Less: imputed interest | 14 | |
Total operating lease liabilities | $ 169 | $ 182 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Computed "expected" income tax benefit, percent | 21.00% | 21.00% |
State income tax benefit, net of federal income tax benefit, percent | 6.30% | 6.30% |
Permanent items, primarily change in fair value of warrants and non-deductible share-based compensation | 1.00% | 2.60% |
Tax credits, percent | (2.10%) | (0.70%) |
Stock-option cancellations, percent | (0.20%) | (8.20%) |
Change in valuation allowance, percent | (26.00%) | (21.00%) |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Operating loss and credit carryforwards | $ 16,611 | $ 15,217 |
Capitalized research and development | 1,470 | 1,873 |
Stock-based compensation | 1,284 | 1,078 |
Accrual for contingency matter | 888 | |
Lease liabilities | 46 | 50 |
Excess book over tax depreciation | 21 | 34 |
Total deferred tax assets | 20,320 | 18,252 |
Less: valuation allowance | (20,274) | (18,200) |
Deferred tax assets | 46 | 52 |
Deferred tax liability: | ||
Operating lease assets | (46) | (52) |
Total deferred tax liability | $ (46) | $ (52) |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 2.1 | $ 1 |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 26.3 | |
Unrecognized Tax Benefits | $ 0 | $ 0 |
Tax free treatment period for separation and distribution | 2 years | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 52.8 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 1.5 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 52.2 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 1 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plan | ||
Defined Contribution Plan, Cost | $ 39,000 | $ 62,000 |
Preferred Stock (Details)
Preferred Stock (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Undesignated Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 984,000 | |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 1,000,000 | |
Series C Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 4,000 | |
Series D Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 12,000 |
Common Stock (Details)
Common Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Capital Stock | ||
Risk-free interest rate | 0.82% | 0.88% |
Expected volatility | 121.22% | 107.00% |
Expected term | 5 years | 2 months |
Exercise price | $ 2.08 | $ 3.70 |
Market value of common stock | $ 2.58 | $ 3.11 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 60,000,000 | 60,000,000 | |
Shares available for issuance | 44,405,107 | ||
Share Price | $ 2.30 | $ 1.25 | |
Warrants exercise price | $ 8 | $ 8 | |
2020 Capital Transactions | |||
Class of Stock [Line Items] | |||
Number of shares issued | 151,027 | ||
Warrants to purchase shares of common stock | 151,027 | ||
Warrants exercise price | $ 3.70 | ||
Gross and net proceeds from issuance | $ 1.1 | ||
2021 Capital Transactions | |||
Class of Stock [Line Items] | |||
Gross and net proceeds from issuance | $ 0.3 | ||
2021 Capital Transactions | Existing Investors | |||
Class of Stock [Line Items] | |||
Gross and net proceeds from issuance | $ 2.6 | ||
Employee Stock Purchase Plan [Member] | |||
Class of Stock [Line Items] | |||
Shares available for issuance | 2,966 | 2,966 | |
Employee Stock Purchase Plan Withholding Period | 6 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 7,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 4,534 | ||
Employee stock purchase plan, share issue period | 6 months | ||
Common Stock | 2020 Capital Transactions | |||
Class of Stock [Line Items] | |||
Number of shares issued | 125,000 | ||
Share Price | $ 4 | ||
Gross and net proceeds from issuance | $ 1 | ||
Common Stock | 2021 Capital Transactions | |||
Class of Stock [Line Items] | |||
Gross and net proceeds from issuance | 0.2 | ||
Common Stock | 2021 Capital Transactions | Existing Investors | |||
Class of Stock [Line Items] | |||
Shares Issued, Price Per Share | $ 2 | ||
Number of shares issued | 1,300,000 | ||
Warrants to purchase shares of common stock | 650,000 | ||
Share Price | $ 2 | ||
Number of common stock for each unit | 1 | ||
Number of warrant for each unit | 0.5 | ||
Gross and net proceeds from issuance | $ 1.8 | ||
Warrant liability | 2020 Capital Transactions | |||
Class of Stock [Line Items] | |||
Gross and net proceeds from issuance | $ 0.1 | ||
Warrant liability | 2021 Capital Transactions | |||
Class of Stock [Line Items] | |||
Gross and net proceeds from issuance | $ 0.1 | ||
Warrant liability | 2021 Capital Transactions | Existing Investors | |||
Class of Stock [Line Items] | |||
Gross and net proceeds from issuance | $ 0.8 | ||
Warrant One | |||
Class of Stock [Line Items] | |||
Number of shares issued | 516,877 | ||
Shares Issued As A Result Of Exercise Of Warrants | 516,877 | ||
Proceeds from Warrant Exercises | $ 1.9 | ||
Warrants exercise price | $ 3.70 | ||
Warrant Two | |||
Class of Stock [Line Items] | |||
Number of shares issued | 414,000 | ||
Shares Issued As A Result Of Exercise Of Warrants | 414,000 | ||
Proceeds from Warrant Exercises | $ 0.8 | ||
Warrants exercise price | $ 2 | ||
Warrant Three [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued | 25,948 | ||
Chief executive officer | Common Stock | 2021 Capital Transactions | |||
Class of Stock [Line Items] | |||
Shares Issued, Price Per Share | $ 3.45 | ||
Number of shares issued | 72,464 | ||
Warrants to purchase shares of common stock | 36,232 | ||
Share Price | $ 3.45 | ||
Number of common stock for each unit | 1 | ||
Number of warrant for each unit | 0.5 |
Common Stock - Warrant (Details
Common Stock - Warrant (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Capital Stock | |
Amount, Outstanding | shares | 1,893,201 |
Amount, Issued | shares | 686,232 |
Amount, Expired | shares | (78,014) |
Amount, Outstanding | shares | 2,501,419 |
Weighted-average exercise price, Outstanding | $ / shares | $ 6.44 |
Weighted-average exercise price, Issued | $ / shares | 2.08 |
Weighted-average exercise price, Expired | $ / shares | 35.20 |
Weighted-average exercise price, Outstanding | $ / shares | $ 4.35 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock option and restricted stock unit activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amount, Outstanding | 1,893,201 | |
Amount, Granted | 686,232 | |
Amount, Outstanding | 2,501,419 | 1,893,201 |
Weighted-average exercise price, Outstanding | $ 6.44 | |
Weighted-average exercise price, Granted | 2.08 | |
Weighted-average exercise price, Outstanding | $ 4.35 | $ 6.44 |
Biostage2013 Equity Incentive Plan [Member] | Stock Options [Member] | ||
Amount, Outstanding | 1,599,720 | |
Amount, Granted | 1,253,336 | |
Amount, Canceled / forfeited | (520,453) | |
Amount, Outstanding | 2,332,603 | 1,599,720 |
Amount, Options exercisable | 1,074,760 | |
Amount, Options vested and expected to vest | 2,261,832 | |
Weighted-average exercise price, Outstanding | $ 6.33 | |
Weighted-average exercise price, Granted | 2.15 | |
Weighted-average exercise price, Canceled / forfeited | 7.73 | |
Weighted-average exercise price, Outstanding | 3.93 | $ 6.33 |
Weighted-average exercise price, Options exercisable | 5.48 | |
Weighted-average exercise price, Options vested and expected to vest | $ 3.83 | |
Weighted-average contractual life, Outstanding | 8 years 3 months 18 days | 5 years 9 months 7 days |
Weighted-average contractual life, Options exercisable | 6 years 9 months 29 days | |
Outstanding at the end (in dollars) | $ 294 | |
Exercisable at the end (in dollars) | $ 129 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted average assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.82% | 0.88% |
Expected volatility | 121.22% | 107.00% |
Expected term (years) | 5 years | 2 months |
Biostage2013 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.21% | 0.68% |
Expected volatility | 120.86% | 111.47% |
Expected term (years) | 5 years 7 months 6 days | 4 years 4 months 24 days |
Expected dividend yield | 0.00% | 0.00% |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based compensation expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation | $ 70,000 | |
Biostage2013 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation | $ 980,000 | 1,144,000 |
Research and development [Member] | Biostage2013 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation | 495,000 | 311,000 |
General and administrative [Member] | Biostage2013 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation | $ 485,000 | $ 833,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Price | $ 2.30 | $ 1.25 | ||
Allocated Share-based Compensation Expense | $ 70,000 | |||
Shares available for issuance | 44,405,107 | |||
Number of award outstanding | 2,501,419 | 1,893,201 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.84 | $ 1.84 | ||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Allocated Share-based Compensation Expense | $ 4,000 | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award Unrecognized Compensation Costs | $ 0 | |||
Allocated Share-based Compensation Expense | $ 1,300,000 | |||
Number of award outstanding | 510,742 | |||
Chief executive officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 153,000 | |||
Number of fully vested stock options issued | 80,000 | |||
Number of options to purchase common stock modified | 236,970 | |||
Chief executive officer | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards whose vesting was accelerated | 3,300 | |||
Biostage Amended and Restated Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 3,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,098,000 | |||
Share Price | $ 2.30 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 294,000 | |||
Shares available for issuance | 2,744,710 | |||
Unrecognized compensation expense | $ 1,100,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 9 months 29 days | |||
Biostage2013 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 980,000 | $ 1,144,000 | ||
Expected dividend yield | 0.00% | 0.00% |
Net Loss per Share - Calculatio
Net Loss per Share - Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Loss Per Share | ||
Net loss | $ (7,978) | $ (4,865) |
Weighted Average Number of Shares Outstanding, Basic | 10,062,432 | 8,793,545 |
Weighted Average Number of Shares Outstanding, Diluted | 10,062,432 | 8,793,545 |
Earnings Per Share, Basic | $ (0.79) | $ (0.55) |
Earnings Per Share, Diluted | $ (0.79) | $ (0.55) |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilutive shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,834,022 | 3,492,921 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,501,419 | 1,893,201 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,332,603 | 1,599,720 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended |
Mar. 31, 2022 | Mar. 30, 2022 | |
Subsequent Event [Line Items] | ||
Legal costs | $ 0.6 | |
Group of new and existing investors | ||
Subsequent Event [Line Items] | ||
Cash deposits | $ 3.1 |