Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 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 | 11,643,751 | |
Entity Central Index Key | 0001563665 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 2,971 | $ 1,242 |
Restricted cash | 0 | 50 |
Prepaid expenses and other current assets | 212 | 295 |
Total current assets | 3,183 | 1,587 |
Property, plant and equipment, net | 78 | 110 |
Right-of-use assets, net | 88 | 169 |
Deferred financing costs | 311 | |
Total assets | 3,660 | 1,866 |
Current liabilities: | ||
Accounts payable | 882 | 676 |
Accrued and other current liabilities | 481 | 798 |
Accrual for contingency matter | 3,250 | |
Warrant liability | 2 | |
Operating lease liability, current | 79 | 110 |
Total current liabilities | 1,442 | 4,836 |
Operating lease liability, net of current portion | 9 | 59 |
Total liabilities | 1,451 | 4,895 |
Commitments and contingencies (Note 8) | ||
Series E convertible preferred stock, $0.01 par value per share, 5,000 shares authorized, 4,000 shares issued and outstanding | 4,095 | |
Stockholders' deficit: | ||
Common stock, par value $0.01 per share, 60,000,000 shares authorized; 11,615,642 and 10,760,871 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 116 | 108 |
Additional paid-in capital | 79,514 | 73,801 |
Accumulated deficit | (81,516) | (76,938) |
Total stockholders' deficit | (1,886) | (3,029) |
Total liabilities, convertible preferred stock, and stockholders' deficit | $ 3,660 | $ 1,866 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Series E convertible preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series E convertible preferred stock, shares authorized | 5,000 | 5,000 |
Series E convertible preferred stock, shares issued | 4,000 | 4,000 |
Series E convertible preferred stock, shares outstanding | 4,000 | 4,000 |
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 | 11,615,642 | 10,760,871 |
Common stock, shares outstanding | 11,615,642 | 10,760,871 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 369,000 | $ 250,000 | $ 998,000 | $ 1,023,000 |
General and administrative | 711,000 | 572,000 | 3,662,000 | 1,712,000 |
Total operating expenses | 1,080,000 | 822,000 | 4,660,000 | 2,735,000 |
Operating loss | (1,080,000) | (822,000) | (4,660,000) | (2,735,000) |
Other income (expense), net: | ||||
Forgiveness of notes payable | 408,000 | |||
Sublease income | 26,000 | 0 | 87,000 | 0 |
Grant income | 0 | 0 | 0 | 165,000 |
Change in fair value of warrant liability | (27,000) | 2,000 | (14,000) | |
Other (expense) income, net | (2,000) | 0 | (7,000) | 71,000 |
Total other income (expense), net | 24,000 | (27,000) | 82,000 | 630,000 |
Net loss | (1,056,000) | (849,000) | (4,578,000) | (2,105,000) |
Less: preferred stock dividends | (77,000) | (95,000) | ||
Net loss attributable to common stockholders | $ (1,133,000) | $ (849,000) | $ (4,673,000) | $ (2,105,000) |
Basic net loss per share (in dollars per share) | $ (0.10) | $ (0.08) | $ (0.42) | $ (0.22) |
Diluted net loss per share (in dollars per share) | $ (0.10) | $ (0.08) | $ (0.42) | $ (0.22) |
Weighted average common shares, basic | 11,615,642 | 10,014,494 | 11,205,477 | 9,614,781 |
Weighted average common shares, diluted | 11,615,642 | 10,014,494 | 11,205,477 | 9,614,781 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Series E Convertible Preferred stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 94,000 | $ 69,991,000 | $ (68,960,000) | $ 1,125,000 | |
Balance (in shares) at Dec. 31, 2020 | 9,388,407 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of common stock and warrants to purchase common stock | $ 13,000 | 2,583,000 | 2,596,000 | ||
Issuance of common stock and warrants to purchase common stock (in shares) | 1,300,000 | ||||
Share-based compensation | 421,000 | 421,000 | |||
Net loss | (2,105,000) | (2,105,000) | |||
Balance at Sep. 30, 2021 | $ 107,000 | 72,995,000 | (71,065,000) | 2,037,000 | |
Balance (in shares) at Sep. 30, 2021 | 10,688,407 | ||||
Balance at Jun. 30, 2021 | $ 97,000 | 70,847,000 | (70,216,000) | 728,000 | |
Balance (in shares) at Jun. 30, 2021 | 9,688,407 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of common stock and warrants to purchase common stock | $ 10,000 | 1,988,000 | 1,998,000 | ||
Issuance of common stock and warrants to purchase common stock (in shares) | 1,000,000 | ||||
Share-based compensation | $ 0 | $ 0 | 160,000 | 0 | 160,000 |
Share-based compensation (in shares) | 0 | ||||
Net loss | 0 | $ 0 | 0 | (849,000) | (849,000) |
Balance at Sep. 30, 2021 | $ 107,000 | 72,995,000 | (71,065,000) | 2,037,000 | |
Balance (in shares) at Sep. 30, 2021 | 10,688,407 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of series E convertible preferred stock | 4,000,000 | ||||
Preferred stock dividends | 95,000 | ||||
Balance at Sep. 30, 2022 | 4,095,000 | 4,095,000 | |||
Balance at Dec. 31, 2021 | $ 108,000 | 73,801,000 | (76,938,000) | (3,029,000) | |
Balance (in shares) at Dec. 31, 2021 | 10,760,871 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Preferred stock dividends | (95,000) | (95,000) | |||
Issuance of common stock and warrants to purchase common stock | $ 8,000 | 5,052,000 | 5,060,000 | ||
Issuance of common stock and warrants to purchase common stock (in shares) | 854,771 | ||||
Share-based compensation | 756,000 | 756,000 | |||
Net loss | (4,578,000) | (4,578,000) | |||
Balance at Sep. 30, 2022 | $ 116,000 | 79,514,000 | (81,516,000) | (1,886,000) | |
Balance (in shares) at Sep. 30, 2022 | 11,615,642 | ||||
Balance at Jun. 30, 2022 | 4,018,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Preferred stock dividends | 77,000 | ||||
Balance at Sep. 30, 2022 | 4,095,000 | 4,095,000 | |||
Balance at Jun. 30, 2022 | $ 116,000 | 79,347,000 | (80,460,000) | (997,000) | |
Balance (in shares) at Jun. 30, 2022 | 11,615,642 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Preferred stock dividends | (77,000) | (77,000) | |||
Share-based compensation | 0 | $ 0 | 244,000 | 0 | 244,000 |
Share-based compensation (in shares) | 0 | ||||
Net loss | $ 0 | $ 0 | 0 | (1,056,000) | (1,056,000) |
Balance at Sep. 30, 2022 | $ 116,000 | $ 79,514,000 | $ (81,516,000) | $ (1,886,000) | |
Balance (in shares) at Sep. 30, 2022 | 11,615,642 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net loss | $ (4,578) | $ (2,105) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Forgiveness of notes payable | (408) | |
Share-based compensation expense | 756 | 421 |
Depreciation | 40 | 87 |
Change in fair value of warrant liability | (2) | 14 |
Changes in operating assets and liabilities: | ||
Grant receivable | 77 | |
Prepaid expenses and other current assets | 83 | 247 |
Deferred financing costs | (311) | |
Accounts payable | 206 | 81 |
Accrued and other current liabilities | 433 | (41) |
Net cash used in operating activities | (3,373) | (1,627) |
INVESTING ACTIVITIES | ||
Purchases of property, plant, and equipment | (8) | |
Net cash used in investing activities | (8) | |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock and warrants | 5,060 | 2,596 |
Net cash provided by financing activities | 5,060 | 2,596 |
Net increase in cash and restricted cash | 1,679 | 969 |
Cash and restricted cash at the beginning of the year | 1,292 | 1,076 |
Cash and restricted cash at the end of the period | 2,971 | $ 2,045 |
Supplemental disclosure of non-cash activities: | ||
Settlement of contingency matter | (3,250) | |
Settlement of due to Harvard Bioscience included in accrued and other current liabilities | (750) | |
Issuance of Series E convertible preferred stock | 4,000 | |
Preferred stock dividends | $ 95 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Overview and Basis of Presentation | |
Overview and Basis of Presentation | 1. Overview and Basis of Presentation Overview Biostage, Inc. (Biostage or the Company) is a clinical-stage biotechnology company focused on the development of regenerative medicine treatments for disorders of the gastro-intestinal system and the airway that result from cancer, trauma or birth defects. The Company’s technology is based on our proprietary cell-therapy platform that uses a patient’s own stem cells to regenerate and restore function to damaged organs. The Company believes that its technology represents a next generation solution for restoring organ function because it allows the patient to regenerate their own organ, thus eliminating the need for human donor or animal transplants, the sacrificing of another of the patient’s own organs or permanent artificial implants. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and acquiring operating assets. The Company has one business segment and does not have significant costs or assets outside the United States. On October 31, 2013, Harvard Bioscience, Inc., 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. The Company’s common stock is currently traded on the OTCQB Venture Market under the symbol “BSTG”. Going Concern The Company has incurred substantial operating losses since its inception, and as of September 30, 2022 had an accumulated deficit of approximately $81.5 million and will require additional financing to fund future operations. The Company expects that its operating cash on-hand as of September 30, 2022 of approximately $3.0 million will enable it to fund its operating expenses and capital expenditure requirements into the second quarter of 2023. 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 is unable to raise additional capital from outside sources by June of 2023, 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 financing 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 condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the condensed 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 and Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | |
Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | 2. Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements Summary of Significant Accounting Policies The accounting policies underlying the accompanying unaudited condensed consolidated financial statements are those set forth in Note 2 to the consolidated financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K. Principles of Consolidation The condensed 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 Biostage and these subsidiaries is the U.S dollar. All intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation The condensed consolidated financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States, or U.S. GAAP. Use of Estimates The process of preparing condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed 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. 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 conversion of preferred stock, exercise of stock options, warrants, and the impact of unvested restricted stock. The Company applies the two-class method to calculate basic and diluted net loss per share attributable to common stockholders as its warrants to purchase common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company has been in a net loss position and the warrant holders do not participate in losses. Basic and diluted shares outstanding are the same for each period presented as all common stock equivalents would be antidilutive due to the net losses incurred. Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheet as of September 30, 2022, condensed consolidated interim statements of operations and stockholders’ (deficit) equity for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. The interim unaudited condensed consolidated financial statements have been prepared in accordance with GAAP on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2022, its condensed consolidated results of operations and stockholders’ (deficit) equity for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2022 and 2021 are unaudited. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods or any future year or period. Forgiveness of 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 470, Debt. As such, the loan and applicable accrued interest have been recorded as forgiveness of the notes payable resulting in a gain of approximately $408,000 during the nine months ended September 30, 2021. Grant income Grant income is recognized when qualified research and development costs are incurred and recorded in other (expense) income, net in the condensed consolidated statements of operations. When evaluating grant revenue from the SBIR grant, the Company considered accounting requirements under FASB ASC 606, Revenue From Contracts With Customers. The Company concluded that the application of ASC 606 had no impact as there is no exchange of goods or services or an exchange of intellectual property between the parties; therefore, the Company presents grant income in other income. For the three and nine months ended September 30, 2021, the Company recognized approximately $0 and $165,000, respectively, of grant income from the SBIR Phase II grant. The SBIR Phase II grant expired effective September 30, 2021. Restricted Cash A reconciliation of the cash and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows is as follows: September 30, December 31, 2022 2021 (In thousands) Cash $ 2,971 $ 1,242 Restricted cash — 50 Total cash and restricted cash as shown in the condensed consolidated statements of cash flows $ 2,971 $ 1,292 Restricted cash consists of approximately $50,000 that was held as collateral for the Company’s credit card program as of December 31, 2021. Prior to September 30, 2022, we cancelled our corporate credit card and liquidated our money market account that was held as collateral for our corporate credit card. The Company’s condensed consolidated statements of cash flows include restricted cash with cash when reconciling the beginning-of-period and end-of-period total amounts shown on such statements. Recently Adopted Accounting Pronouncements Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value that prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company had no assets liabilities Level 3 liabilities The following fair value hierarchy tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: Fair Value Measurement as of September 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ — $ — $ — $ — Total $ — $ — $ — $ — Liabilities: Warrant liability $ — $ — $ — $ — Total $ — $ — $ — $ — 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 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 was 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 condensed 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 were 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 resulting in a $2,000 gain on extinguishment The following table presents a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022: Warrant liability (In thousands) Balance at December 31, 2021 $ 2 Change in fair value upon extinguishment (2) Balance at September 30, 2022 $ — Warrants to purchase common stock activity for the nine months ended September 30, 2022 was as follows: Weighted-average Amount exercise price Outstanding at December 31, 2021 2,501,419 $ 4.35 Issued 427,390 8.88 Expired (1,040,187) 7.59 Outstanding at September 30, 2022 1,888,622 3.58 The Company had re-measured the warrant liability to estimated fair value at inception, prior to modification and at December 31, 2021 using the Black-Scholes option pricing model with the following weighted average assumptions: December 31, 2021 Risk-free interest rate 0.05 % Expected volatility 174.54 % Expected term (in years) 0.1 years Expected dividend yield — Exercise price $ 8.00 Market value of common stock $ 2.30 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Accrued and Other Current Liabilities | |
Accrued and Other Current Liabilities | 4 Accrued and other current liabilities consist of the following: September 30, December 31, 2022 2021 (in thousands) Advisory costs $ 262 $ 151 Due to Harvard Bioscience 64 — Legal costs 35 577 Audit services 68 59 Other liabilities 52 13 Total accrued and other current liabilities $ 481 $ 800 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2022 | |
Capital Stock | |
Capital Stock | 5. Capital Stock Private Placement On May 12, 2022, the Company entered into Securities Purchase Agreements, each a Purchase Agreement, with new and existing investors, the Investors, pursuant to which the Investors agreed to purchase in a private placement an aggregate of one half The proceeds were allocated to the common stock and warrants based on their relative fair values resulting in $3.6 million and $1.5 million to the common stock and warrants respectively. The Company classified these warrants on its condensed consolidated balance sheets as equity because the warrants do not have any redemption features nor a right to put for cash that is outside the control of the Company The warrants were valued using the Black-Scholes model based on the following weighted average assumptions: Risk-free interest rate 2.81 % Expected volatility 127.36 % Expected term 5 years Expected dividend yield — Exercise price $ 8.88 Market value of common stock $ 5.50 If the Company fails for any reason to deliver to the warrant holders, subject to a notice of exercise by the warrant share delivery date, the Company shall pay to the holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of warrant Shares subject to such exercise (based on the volume weighted average price of the common stock on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. During the nine months ended September 30, 2021, the Company issued a total of 1,300,000 shares of its common stock and warrants to purchase 650,000 shares of common stock with an exercise price of $2.00 per share, at a purchase price of $2.00 per unit. Each unit consisted of one share of common stock and a warrant to purchase one Risk-free interest rate 0.82 % Expected volatility 121.2 % Expected term 5 years Expected dividend yield — Exercise price $ 2.08 Market value of common stock $ 2.58 |
Series E Convertible Preferred
Series E Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Series E Convertible Preferred Stock | |
Series E Convertible Preferred Stock | 6. Series E Convertible Preferred Stock On April 28, 2022, the Company entered into a Preferred Issuance Agreement, or PIA, with Harvard Bioscience, Inc., or HBIO, dated as of April 27, 2022. Pursuant to the PIA, the Company and HBIO agreed that once HBIO has paid at least $4.0 million in certain settlement and related legal expenses, to satisfy the Company’s indemnification obligations with respect thereto, in lieu of paying cash, the Company would issue senior convertible preferred stock to HBIO that will contain terms as described in the PIA. On June 10, 2022, following the execution of a subscription agreement and HBIO providing evidence of payment of the requisite $4.0 million amount, the Company issued HBIO 4,000 shares of Series E Convertible Preferred Stock, or Series E Preferred, at a price of $1,000 per share to satisfy the Company’s related indemnification obligations pertaining to the $4.0 million, in lieu of paying cash. As of September 30, 2022, there were 4,000 shares of Series E Preferred outstanding and approximately $95,000 accrued as dividends payable as shares of Series E Preferred. The rights, preferences, and privileges of the Series E Preferred stock were as follows as of September 30, 2022: Dividends: Voting Rights: Consent Rights Liquidation Rights: Mandatory Conversion . In such instance, each share of Series E Preferred will convert into that number of shares of Common Stock determined by dividing (i) the stated value plus all accrued and unpaid dividends, by (ii) the lowest price per share of common stock purchased in the applicable offering by the Company which triggered the mandatory conversion, or if such price cannot be reliably determined, a reasonably calculated price per common share determined by the Company and the holder. Optional Conversion The conversion options require settlement through a variable number of shares. Based on the mechanic of the conversion options, it is not possible to determine if the Company would be able to satisfy the settlement of the conversion option. Shareholder approval would be required to increase the number of authorized common shares. This action would be outside of the control of the Company. Accordingly, it is presumed that cash settlement would be required. Management has determined that based upon this analysis, temporary equity classification would be appropriate. Other than Series E Preferred shares, there were no other shares of any of the other classes of preferred stock outstanding as of September 30, 2022. Authorized shares for each preferred stock class are 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 Series E convertible preferred stock 5,000 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation | |
Share-Based Compensation | 7 Biostage Amended and Restated Equity Incentive Plan The Company maintains the Amended and Restated Equity Incentive Plan (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 vesting of the 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 to the 2013 Equity Incentive Plan by 3,000,000 shares, which increased the total shares authorized to be issued under the Plan to 5,098,000. There were 2,568,823 shares available for issuance as of September 30, 2022. The Company has granted options to purchase common stock under the Plan. Stock option activity during the nine months ended September 30, 2022 was as follows: Weighted-average Weighted-average Aggregate intrinsic Amount exercise price contractual life (years) value (in thousands) Outstanding at December 31, 2021 2,332,603 $ 3.93 8.30 $ 294 Granted 325,984 4.81 Canceled / forfeited (150,097) 3.39 Outstanding at September 30, 2022 2,508,490 3.95 7.92 10,861 Options exercisable 1,395,359 4.76 7.43 6,221 Options vested and expected to vest 2,508,490 4.05 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 September 30, 2022 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 as of September 30, 2022, was approximately $10.9 million and $6.2 million, respectively, based on the Company’s closing stock price of $7.10 per share as of September 30, 2022. As of September 30, 2022, unrecognized compensation cost related to unvested non-performance-based awards amounted to $1.4 million, which will be recognized over a weighted-average period of 1.09 years. The Company uses the Black-Scholes option pricing model to value its stock options. The weighted average assumptions for valuing options granted during the nine months ended September 30, 2022 and 2021 were as follows: Nine Months Ended September 30, 2022 2021 Risk-free interest rate 2.71 % 0.89 % Expected volatility 123.53 % 116.86 % Expected term (in years) 5.8 years 5.3 years Expected dividend yield — % — % The Company recorded share-based compensation expense in the following expense categories of its condensed consolidated statements of operations: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 (In thousands) (In thousands) Research and development $ 72 $ 96 $ 220 $ 213 General and administrative 172 64 536 208 Total stock-based compensation $ 244 $ 160 $ 756 $ 421 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. 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, against the Company and other defendants, including Harvard Bioscience, Inc., or HBIO, the former parent of the Company that spun off the Company in 2013, as well as another third party. The complaint sought payment for an unspecified amount of damages and alleged that the plaintiff sustained terminal injuries allegedly caused by products 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 related 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 April 27, 2022, the Company and HBIO executed a settlement with the plaintiffs (the “Settlement”), which resolves all claims relating to the litigation. The Settlement resulted in the dismissal with prejudice of the wrongful death claim, and neither the Company nor HBIO admit any fault or liability in connection with the claim. The Settlement also resolved any and all claims by and between the parties and the Company’s product liability insurance carriers, which resulted in the dismissal with prejudice of all claims asserted by or against those carriers, the Company and HBIO. However, based on review of the circumstances surrounding the Settlement, the Company recorded an accrual for this matter of $3.3 million in general and administrative expenses during the year ended December 31, 2021. In relation to the litigation, the Company had incurred approximately $5.9 million of aggregate costs of which approximately $0.3 million remain unpaid as of September 30, 2022. This aggregate amount included the cost of both the accrual for this contingency matter of approximately $3.3 million and approximately $2.6 million of legal and related costs incurred by the Company, which consisted of attorneys’ fees and advisor and specialist costs as part of its defense in this matter. For the nine months ended September 30, 2022, the Company incurred legal and related costs of approximately $1.3 million recorded in general and administrative expenses. On March 3, 2022, the Company received a cash payment of approximately $0.1 million from Medmarc, the Company’s insurance carrier. This amount represented a reimbursement of previously incurred legal costs and was recorded as a reduction to general and administrative expenses during the nine months ended September 30, 2022. With respect to such $5.9 million of costs described above, the Company was required to either pay such costs directly or indemnify HBIO as to such amounts it incurs. Of such amounts, the Company anticipated that HBIO would pay an aggregate amount of $4.0 million by the end of the second quarter of 2022. With respect to the indemnification obligation of the Company to HBIO pertaining to such costs, the Company and HBIO entered into a Preferred Issuance Agreement dated as of April 27, 2022, or the “PIA”. In connection with the PIA, the Company and HBIO agreed that once HBIO had paid at least $4.0 million in such costs, to satisfy the Company’s indemnification obligations with respect thereto, in lieu of paying cash, the Company would issue senior 8% convertible preferred stock to HBIO that will contain terms as described in the PIA, including the term sheet attached thereto. On June 10, 2022, following the execution of a subscription agreement and HBIO providing evidence of payment of the requisite $4.0 million amount, the Company issued HBIO 4,000 shares of Series E 8% Convertible Preferred Stock at a price of $1,000 per share to satisfy the Company’s related indemnification obligations aggregating $4.0 million, which included the accrual for contingency of $3.3 million and approximately $0.8 million of legal and related costs paid on behalf of the Company by HBIO previously included in accrued expenses. 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, results of operations, or cash flows. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | 9. Leases The Company leases laboratory and office space and certain equipment with remaining terms ranging from 0.7 to 2.1 years. The laboratory and office space 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 one-year periods unless the Company or the counterparty provides a notice of termination within one hundred and eighty days prior to May 31 st On January 5, 2022, the Company executed a four -month sublease agreement for certain laboratory and office space at its Holliston, Massachusetts facility. The Company further extended the sublease agreement on a month-to-month basis until August 31, 2022 when the other party vacated the premises. For the three and nine months ended September 30, 2022, the Company recorded sublease income of approximately All of the Company’s leases qualify as operating leases. The following table summarizes the presentation of the Company’s operating leases in its condensed consolidated balance sheets: September 30, December 31, Balance Sheet Classification 2022 2021 Assets: Operating lease assets Right-of-use asset, net $ 88 $ 169 Liabilities: Current portion of operating lease liabilities Current portion of operating lease liabilities 79 110 Operating lease liabilities, net of current portion Operating lease liabilities, net of current portion 9 59 Total operating lease liabilities $ 88 $ 169 The Company recorded operating lease expense in the following categories in its condensed consolidated statements of operations: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (In thousands) (In thousands) Research and development $ 19 $ 19 $ 58 $ 38 General and administrative 11 11 33 22 Total $ 30 $ 30 $ 91 $ 60 Cash paid included in the computation of the operating lease assets and lease liabilities during the three and nine months ended September 30, 2022 amounted to approximately $30,000 and $91,000, respectively. Cash paid in the computation of the operating lease assets and lease liabilities during the three and nine months ended September 30, 2021 amounted to approximately $30,000 and $60,000, respectively. The weighted average remaining lease term and weighted average discount rate of the Company’s operating leases are as follows: As of September 30, 2022 2021 Remaining lease term (in years) 0.94 1.38 Discount rate 9.35 % 10.54 % The minimum lease payments for the next five years are expected to be as follows: As of September 30, 2022 (in thousands) 2022 $ 30 2023 55 2024 7 2025 — Total lease payments 92 Less: imputed interest 4 Present value of operating lease liabilities $ 88 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share | |
Net Loss Per Share | 10. Net Loss Per Share Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands, except shares and per share data) (in thousands, except shares and per share data) Net loss $ (1,056) $ (849) $ (4,578) $ (2,105) Preferred stock dividends (77) — (95) — Net loss attributable to common stockholders $ (1,133) $ (849) $ (4,673) $ (2,105) Basic and diluted weighted average common shares outstanding 11,615,642 10,014,494 11,205,477 9,614,781 Basic and diluted net loss per share attributable to common stockholders $ (0.10) $ (0.08) $ (0.42) $ (0.22) The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2022 and 2021 because including them would have had an anti-dilutive effect: Nine months ended September 30, 2022 2021 Options to purchase common stock 2,508,490 1,503,182 Warrants to purchase common stock 1,888,622 2,543,201 Series E convertible preferred stock 653,128 — Total 5,050,240 4,046,383 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | |
Income Taxes | 11. Income Taxes The Company did not record a federal or state income tax provision or benefit for the three and nine months ended September 30, 2022 and 2021, respectively, due to the expected loss before income taxes to be incurred for the years ended December 31, 2022 and 2021, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets. The Company maintains the Harvard Apparatus Regenerative Technology GmbH (Germany) subsidiary whereas in fiscal years 2013, 2014 and 2015 certain withholding taxes were paid to the German tax authorities. In June of 2021, the Company received a refund payment of approximately $71,000 for certain withholding taxes paid during those fiscal years. This amount has been recorded in other (expense) income, net, for the three and nine months ended September 30, 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events The Company performed a review of events subsequent to the balance sheet through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements except as disclosed below. On October 17, 2022, we issued 28,109 shares of common stock in connection with a cashless exercise of 39,000 warrants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | |
Principles of Consolidation | Principles of Consolidation The condensed 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 Biostage and these subsidiaries is the U.S dollar. All intercompany balances and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States, or U.S. GAAP. |
Use of Estimates | Use of Estimates The process of preparing condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed 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. |
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 conversion of preferred stock, exercise of stock options, warrants, and the impact of unvested restricted stock. The Company applies the two-class method to calculate basic and diluted net loss per share attributable to common stockholders as its warrants to purchase common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company has been in a net loss position and the warrant holders do not participate in losses. Basic and diluted shares outstanding are the same for each period presented as all common stock equivalents would be antidilutive due to the net losses incurred. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheet as of September 30, 2022, condensed consolidated interim statements of operations and stockholders’ (deficit) equity for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. The interim unaudited condensed consolidated financial statements have been prepared in accordance with GAAP on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2022, its condensed consolidated results of operations and stockholders’ (deficit) equity for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2022 and 2021 are unaudited. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods or any future year or period. |
Forgiveness of notes payable | Forgiveness of 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 470, Debt. As such, the loan and applicable accrued interest have been recorded as forgiveness of the notes payable resulting in a gain of approximately $408,000 during the nine months ended September 30, 2021. |
Grant income | Grant income Grant income is recognized when qualified research and development costs are incurred and recorded in other (expense) income, net in the condensed consolidated statements of operations. When evaluating grant revenue from the SBIR grant, the Company considered accounting requirements under FASB ASC 606, Revenue From Contracts With Customers. The Company concluded that the application of ASC 606 had no impact as there is no exchange of goods or services or an exchange of intellectual property between the parties; therefore, the Company presents grant income in other income. For the three and nine months ended September 30, 2021, the Company recognized approximately $0 and $165,000, respectively, of grant income from the SBIR Phase II grant. The SBIR Phase II grant expired effective September 30, 2021. |
Restricted Cash | Restricted Cash A reconciliation of the cash and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows is as follows: September 30, December 31, 2022 2021 (In thousands) Cash $ 2,971 $ 1,242 Restricted cash — 50 Total cash and restricted cash as shown in the condensed consolidated statements of cash flows $ 2,971 $ 1,292 Restricted cash consists of approximately $50,000 that was held as collateral for the Company’s credit card program as of December 31, 2021. Prior to September 30, 2022, we cancelled our corporate credit card and liquidated our money market account that was held as collateral for our corporate credit card. The Company’s condensed consolidated statements of cash flows include restricted cash with cash when reconciling the beginning-of-period and end-of-period total amounts shown on such statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | |
Schedule of reconciliation of the cash and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the consolidated statements of cash flows | September 30, December 31, 2022 2021 (In thousands) Cash $ 2,971 $ 1,242 Restricted cash — 50 Total cash and restricted cash as shown in the condensed consolidated statements of cash flows $ 2,971 $ 1,292 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following fair value hierarchy tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: Fair Value Measurement as of September 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets: Restricted cash $ — $ — $ — $ — Total $ — $ — $ — $ — Liabilities: Warrant liability $ — $ — $ — $ — Total $ — $ — $ — $ — 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 |
Schedule of reconciliation company's liabilities at fair value on recurring basis | Warrant liability (In thousands) Balance at December 31, 2021 $ 2 Change in fair value upon extinguishment (2) Balance at September 30, 2022 $ — |
Schedule of warrant to purchase common stock | Weighted-average Amount exercise price Outstanding at December 31, 2021 2,501,419 $ 4.35 Issued 427,390 8.88 Expired (1,040,187) 7.59 Outstanding at September 30, 2022 1,888,622 3.58 |
Schedule of weighted average assumptions | December 31, 2021 Risk-free interest rate 0.05 % Expected volatility 174.54 % Expected term (in years) 0.1 years Expected dividend yield — Exercise price $ 8.00 Market value of common stock $ 2.30 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued and Other Current Liabilities | |
Schedule of accrued and other current liabilities | September 30, December 31, 2022 2021 (in thousands) Advisory costs $ 262 $ 151 Due to Harvard Bioscience 64 — Legal costs 35 577 Audit services 68 59 Other liabilities 52 13 Total accrued and other current liabilities $ 481 $ 800 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Capital Stock | |
Schedule of Classification of warrants to equity | Risk-free interest rate 2.81 % Expected volatility 127.36 % Expected term 5 years Expected dividend yield — Exercise price $ 8.88 Market value of common stock $ 5.50 Risk-free interest rate 0.82 % Expected volatility 121.2 % Expected term 5 years Expected dividend yield — Exercise price $ 2.08 Market value of common stock $ 2.58 |
Series E Convertible Preferre_2
Series E Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Series E Convertible Preferred Stock | |
Schedule of authorized shares for 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 Series E convertible preferred stock 5,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation | |
Schedule of Stock option activity | The Company has granted options to purchase common stock under the Plan. Stock option activity during the nine months ended September 30, 2022 was as follows: Weighted-average Weighted-average Aggregate intrinsic Amount exercise price contractual life (years) value (in thousands) Outstanding at December 31, 2021 2,332,603 $ 3.93 8.30 $ 294 Granted 325,984 4.81 Canceled / forfeited (150,097) 3.39 Outstanding at September 30, 2022 2,508,490 3.95 7.92 10,861 Options exercisable 1,395,359 4.76 7.43 6,221 Options vested and expected to vest 2,508,490 4.05 |
Schedule of weighted average assumptions | The Company uses the Black-Scholes option pricing model to value its stock options. The weighted average assumptions for valuing options granted during the nine months ended September 30, 2022 and 2021 were as follows: Nine Months Ended September 30, 2022 2021 Risk-free interest rate 2.71 % 0.89 % Expected volatility 123.53 % 116.86 % Expected term (in years) 5.8 years 5.3 years Expected dividend yield — % — % |
Schedule of share-based compensation expense | The Company recorded share-based compensation expense in the following expense categories of its condensed consolidated statements of operations: Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 (In thousands) (In thousands) Research and development $ 72 $ 96 $ 220 $ 213 General and administrative 172 64 536 208 Total stock-based compensation $ 244 $ 160 $ 756 $ 421 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Summary of presentation of operating leases in consolidated balance sheets | September 30, December 31, Balance Sheet Classification 2022 2021 Assets: Operating lease assets Right-of-use asset, net $ 88 $ 169 Liabilities: Current portion of operating lease liabilities Current portion of operating lease liabilities 79 110 Operating lease liabilities, net of current portion Operating lease liabilities, net of current portion 9 59 Total operating lease liabilities $ 88 $ 169 |
Summary of presentation of operating leases in consolidated balance sheets | The Company recorded operating lease expense in the following categories in its condensed consolidated statements of operations: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (In thousands) (In thousands) Research and development $ 19 $ 19 $ 58 $ 38 General and administrative 11 11 33 22 Total $ 30 $ 30 $ 91 $ 60 |
Schedule of Weighted average discount rate and lease term | The weighted average remaining lease term and weighted average discount rate of the Company’s operating leases are as follows: As of September 30, 2022 2021 Remaining lease term (in years) 0.94 1.38 Discount rate 9.35 % 10.54 % |
Summary of minimum lease payments for the next five years and thereafter | The minimum lease payments for the next five years are expected to be as follows: As of September 30, 2022 (in thousands) 2022 $ 30 2023 55 2024 7 2025 — Total lease payments 92 Less: imputed interest 4 Present value of operating lease liabilities $ 88 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share | |
Schedule of basic and diluted net loss per share | Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands, except shares and per share data) (in thousands, except shares and per share data) Net loss $ (1,056) $ (849) $ (4,578) $ (2,105) Preferred stock dividends (77) — (95) — Net loss attributable to common stockholders $ (1,133) $ (849) $ (4,673) $ (2,105) Basic and diluted weighted average common shares outstanding 11,615,642 10,014,494 11,205,477 9,614,781 Basic and diluted net loss per share attributable to common stockholders $ (0.10) $ (0.08) $ (0.42) $ (0.22) |
Schedule of antidilutive securities excluded from computation of earnings per share | Nine months ended September 30, 2022 2021 Options to purchase common stock 2,508,490 1,503,182 Warrants to purchase common stock 1,888,622 2,543,201 Series E convertible preferred stock 653,128 — Total 5,050,240 4,046,383 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) $ in Thousands | 9 Months Ended | ||
Oct. 31, 2013 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Overview And Basis Of Presentation [Line Items] | |||
Number of business segment | 1 | ||
Retained Earnings (Accumulated Deficit) | $ (81,516) | $ (76,938) | |
Cash | $ 2,971 | $ 1,242 | |
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 and Recently Issued Accounting Pronouncements - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 USD ($) | Sep. 30, 2022 item | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Basic And Diluted Earnings Per Share [Line Items] | ||||
Number Of Wholly Owned Subsidiaries | item | 3 | |||
Restricted Cash | $ 50,000 | |||
Phase Two | ||||
Basic And Diluted Earnings Per Share [Line Items] | ||||
Grant Income Recognized | $ 0 | $ 165,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements - Forgiveness of notes payable (Details) - USD ($) | 9 Months Ended | ||
Dec. 18, 2020 | May 04, 2020 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | |||
Gain on forgiveness of notes payable | $ 408,000 | ||
Paycheck Protection Program loan | |||
Debt Instrument [Line Items] | |||
Proceeds from Issuance of Debt | $ 400,000 | $ 400,000 | |
Fixed interest rate | 1% | ||
Gain on forgiveness of notes payable | $ 408,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements - Restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | ||||
Cash | $ 2,971 | $ 1,242 | ||
Restricted cash | 0 | 50 | ||
Total cash and restricted cash as shown in the consolidated statements of cash flows | $ 2,971 | $ 1,292 | $ 2,045 | $ 1,076 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring [Member] $ in Thousands | Dec. 31, 2021 USD ($) |
Assets: | |
Total | $ 50 |
Liabilities: | |
Total | 2 |
Restricted cash [Member] | |
Assets: | |
Total | 50 |
Warrant | |
Liabilities: | |
Total | 2 |
Level 1 [Member] | |
Assets: | |
Total | 50 |
Level 1 [Member] | Restricted cash [Member] | |
Assets: | |
Total | 50 |
Level 3 [Member] | |
Liabilities: | |
Total | 2 |
Level 3 [Member] | Warrant | |
Liabilities: | |
Total | $ 2 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of company liabilities (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value Measurements | |
Beginning Balance | $ 2,000 |
Change in fair value upon extinguishment | $ 2,000 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant to purchase common stock activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Fair Value Measurements | |
Amount, Outstanding | shares | 2,501,419 |
Amount, Issued | shares | 427,390 |
Amount, Expired | shares | (1,040,187) |
Amount, Outstanding | shares | 1,888,622 |
Weighted-average exercise price, Outstanding | $ / shares | $ 4.35 |
Weighted-average exercise price, Issued | $ / shares | 8.88 |
Weighted-average exercise price, Expired | $ / shares | 7.59 |
Weighted-average exercise price, Outstanding | $ / shares | $ 3.58 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted average assumptions (Details) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Fair Value Measurements | |
Risk-free interest rate | 0.05% |
Expected volatility | 174.54 |
Expected term (in years) | 1 month 6 days |
Expected dividend yield | 0% |
Exercise price | $ 8 |
Market value of common stock | $ 2.30 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2017 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Liabilities classified | $ 2,000 | |||
Cash Collateral for Borrowed Securities | $ 50,000 | |||
Warrants to be re-measured | 92,212 | 1,044,396 | ||
Warrants to be modified | 952,184 | |||
Warrants expired and unexercised | 92,212 | |||
Level 2 [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Assets classified | $ 0 | 0 | ||
Liabilities classified | 0 | $ 0 | ||
Level 3 [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Assets classified | 0 | |||
Liabilities classified | $ 0 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued and Other Current Liabilities | ||
Advisory costs | $ 262 | $ 151 |
Due to Harvard Bioscience | 64 | |
Legal costs | 35 | 577 |
Audit services | 68 | 59 |
Other liabilities | 52 | 13 |
Total accrued and other current liabilities | $ 481 | $ 800 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) | 9 Months Ended | |||
May 16, 2022 | May 12, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||
Liquidation damages payable | 1,000 | |||
Weighted average price of common stock on date of notice | $ 5 | |||
Weighted average price of common stock after fifth date of liquidated damage | $ 10 | |||
Private Placement | ||||
Class of Stock [Line Items] | ||||
Price Per Share | $ 5.92 | |||
Cash received on stock transaction after deduction of costs | $ 5,100,000 | |||
Amount of consideration received from the transaction | $ 5,100,000 | |||
Group of new and existing investors | ||||
Class of Stock [Line Items] | ||||
Cash proceeds received | $ 2,600,000 | |||
Number of securities into which the class of warrant or right may be converted | 650,000 | |||
Common Stock | Private Placement | ||||
Class of Stock [Line Items] | ||||
Cash proceeds received | 3,600,000 | |||
Number of Shares Issued in Transaction | 854,771 | |||
Number of securities into which each warrant or right may be converted | 0.5 | |||
Number of securities into which the class of warrant or right may be converted | 427,390 | |||
Common Stock | Group of new and existing investors | ||||
Class of Stock [Line Items] | ||||
Cash proceeds received | $ 1,800,000 | |||
Price Per Share | $ 2 | |||
Number of Shares Issued in Transaction | 1,300,000 | |||
Number of securities into which each warrant or right may be converted | 1 | |||
Warrant | Private Placement | ||||
Class of Stock [Line Items] | ||||
Cash received on stock transaction after deduction of costs | $ 1,500,000 | |||
Warrant | Group of new and existing investors | ||||
Class of Stock [Line Items] | ||||
Cash proceeds received | $ 800,000 | |||
Price Per Share | $ 2 | |||
Number of securities into which each warrant or right may be converted | 0.5 |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | 9 Months Ended | ||
May 12, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Exercise price | $ 8 | ||
Private Placement | |||
Class of Stock [Line Items] | |||
Risk-free interest rate | 2.81% | ||
Expected volatility | 127.36 | ||
Expected term | 5 years | ||
Exercise price | $ 8.88 | ||
Market value of common stock | $ 5.50 | ||
Group of new and existing investors | |||
Class of Stock [Line Items] | |||
Risk-free interest rate | 0.82% | ||
Expected volatility | 121.2 | ||
Expected term | 5 years | ||
Exercise price | $ 2.08 | ||
Market value of common stock | $ 2.58 |
Series E Convertible Preferre_3
Series E Convertible Preferred Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 10, 2022 | Apr. 28, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | |
HIBO | |||||
Temporary Equity [Line Items] | |||||
Litigation amount received | $ 4,000,000 | $ 4,000,000 | |||
Series E Convertible Preferred stock | |||||
Temporary Equity [Line Items] | |||||
Temporary equity, dividend rate, percentage | 8% | ||||
Temporary equity, consent requirement, threshold borrowing or guarantee amount | $ 500,000 | $ 500,000 | |||
Temporary equity, mandatory conversion, threshold proceeds from private placement | 4,000,000 | ||||
Issuance of series E convertible preferred stock | 4,000,000 | ||||
Preferred stock dividends | $ 77,000 | $ 95,000 | |||
Series E Convertible Preferred stock | HIBO | |||||
Temporary Equity [Line Items] | |||||
Litigation amount received | $ 4,000,000 | $ 4,000,000 | |||
Temporary equity, stock issued | 4,000 | ||||
Temporary equity, issue price per share | $ 1,000 |
Series E Convertible Preferre_4
Series E Convertible Preferred Stock - Authorized Shares of Preferred Stock (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||
Preferred stock, shares authorized | 5,000 | 5,000 |
Undesignated Preferred Stock | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares authorized | 984,000 | |
Series B Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | |
Series C Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares authorized | 4,000 | |
Series D Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares authorized | 12,000 | |
Series E Convertible Preferred stock | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares authorized | 5,000 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock option and restricted stock unit activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Amount, Outstanding | 2,501,419 | |
Amount, Granted | 427,390 | |
Amount, Outstanding | 1,888,622 | 2,501,419 |
Weighted-average exercise price, Outstanding | $ 4.35 | |
Weighted-average exercise price, Granted | 8.88 | |
Weighted-average exercise price, Outstanding | $ 3.58 | $ 4.35 |
Biostage2013 Equity Incentive Plan [Member] | Stock Options [Member] | ||
Amount, Outstanding | 2,332,603 | |
Amount, Granted | 325,984 | |
Amount, Canceled / forfeited | (150,097) | |
Amount, Outstanding | 2,508,490 | 2,332,603 |
Amount, Options exercisable | 1,395,359 | |
Amount, Options vested and expected to vest | 2,508,490 | |
Weighted-average exercise price, Outstanding | $ 3.93 | |
Weighted-average exercise price, Granted | 4.81 | |
Weighted-average exercise price, Canceled / forfeited | 3.39 | |
Weighted-average exercise price, Outstanding | 3.95 | $ 3.93 |
Weighted-average exercise price, Options exercisable | 4.76 | |
Weighted-average exercise price, Options vested and expected to vest | $ 4.05 | |
Weighted-average contractual life, Outstanding | 7 years 11 months 1 day | 8 years 3 months 18 days |
Weighted-average contractual life, Options exercisable | 7 years 5 months 4 days | |
Outstanding at the beginning (in dollars) | $ 294 | |
Outstanding at the end (in dollars) | 10,861 | $ 294 |
Exercisable at the end (in dollars) | $ 6,221 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted average assumptions (Details) - Biostage2013 Equity Incentive Plan [Member] | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.71% | 0.89% |
Expected volatility | 123.53% | 116.86% |
Expected term (years) | 5 years 9 months 18 days | 5 years 3 months 18 days |
Expected dividend yield | 0% | 0% |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based compensation expenses (Details) - Biostage2013 Equity Incentive Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation | $ 244 | $ 160 | $ 756 | $ 421 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation | 72 | 96 | 220 | 213 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation | $ 172 | $ 64 | $ 536 | $ 208 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award outstanding | 1,888,622 | 2,501,419 | |
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 | ||
Number of award outstanding | 510,742 | ||
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 | $ 7.10 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 10,900 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 6,200 | ||
Shares available for issuance | 2,568,823 | ||
Unrecognized compensation expense | $ 1,400 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 1 month 2 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 31, 2022 | Jun. 10, 2022 | Apr. 28, 2022 | Mar. 03, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||||||||
Accrual for contingency matter | $ 3,300 | |||||||
Estimated litigation cost | $ 5,900 | $ 5,900 | ||||||
Litigation expenses payable | 300 | |||||||
Accrual for contingency matter | 3,300 | $ 3,250 | ||||||
Legal costs on claims against insurance carrier | $ 2,600 | |||||||
Proceeds from Issuance of Private Placement | 5,060 | $ 2,596 | ||||||
General and administrative expense | ||||||||
Loss Contingencies [Line Items] | ||||||||
Legal costs on claims against insurance carrier | 1,300 | |||||||
Medmarc | ||||||||
Loss Contingencies [Line Items] | ||||||||
Cash payment received on litigation | $ 100 | |||||||
Series E 8% Convertible Preferred Stock | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of preferred stock dividend | 8% | |||||||
HIBO | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation amount received | $ 4,000 | $ 4,000 | ||||||
HIBO | Series E Convertible Preferred stock | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation amount received | $ 4,000 | $ 4,000 | ||||||
Temporary equity, stock issued | 4,000 | |||||||
Temporary equity, issue price per share | $ 1,000 | |||||||
HIBO | Series E 8% Convertible Preferred Stock | ||||||||
Loss Contingencies [Line Items] | ||||||||
Accrual for contingency matter | $ 3,300 | |||||||
Legal costs on claims against insurance carrier | 800 | |||||||
Litigation amount received | $ 4,000 | |||||||
Temporary equity, stock issued | 4,000 | |||||||
Temporary equity, issue price per share | $ 1,000 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jan. 05, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | |||||
Renewal term | 1 year | 1 year | |||
Termination option | true | ||||
Notice period for termination | 180 days | ||||
Sublease income | $ 26,000 | $ 0 | $ 87,000 | $ 0 | |
Sublease Term | 4 months | ||||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining term | 8 months 12 days | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining term | 2 years 1 month 6 days |
Leases - Operating leases in co
Leases - Operating leases in consolidated balance sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Operating lease assets | $ 88 | $ 169 |
Current portion of operating lease liabilities | 79 | 110 |
Operating lease liabilities, net of current portion | 9 | 59 |
Total operating lease liabilities | $ 88 | $ 169 |
Leases - Operating leases in _2
Leases - Operating leases in condensed consolidated statements of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Operating Lease, Expense | $ 30 | $ 30 | $ 91 | $ 60 |
Research and development [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Lease, Expense | 19 | 19 | 58 | 38 |
General and administrative [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Lease, Expense | $ 11 | $ 11 | $ 33 | $ 22 |
Leases - Weighted average disco
Leases - Weighted average discount rate and lease term (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||||
Remaining lease term (in years) | 11 months 8 days | 1 year 4 months 17 days | 11 months 8 days | 1 year 4 months 17 days |
Discount rate | 9.35% | 10.54% | 9.35% | 10.54% |
Cash paid included in the computation of the operating lease assets and lease liability | $ 30,000 | $ 30,000 | $ 91,000 | $ 60,000 |
Leases - Minimum lease payments
Leases - Minimum lease payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Minimum lease payments for the next five years and thereafter | ||
2022 | $ 30 | |
2023 | 55 | |
2024 | 7 | |
Total lease payments | 92 | |
Less: imputed interest | 4 | |
Total operating lease liabilities | $ 88 | $ 169 |
Net Loss per Share - Calculatio
Net Loss per Share - Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net Loss Per Share | ||||
Net loss | $ (1,056) | $ (849) | $ (4,578) | $ (2,105) |
Less: preferred stock dividends | (77) | (95) | ||
Net loss attributable to common stockholders | $ (1,133) | $ (849) | $ (4,673) | $ (2,105) |
Weighted Average Number of Shares Outstanding, Basic | 11,615,642 | 10,014,494 | 11,205,477 | 9,614,781 |
Weighted Average Number of Shares Outstanding, Diluted | 11,615,642 | 10,014,494 | 11,205,477 | 9,614,781 |
Earnings Per Share, Basic | $ (0.10) | $ (0.08) | $ (0.42) | $ (0.22) |
Earnings Per Share, Diluted | $ (0.10) | $ (0.08) | $ (0.42) | $ (0.22) |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilutive shares (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,050,240 | 4,046,383 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,888,622 | 2,543,201 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,508,490 | 1,503,182 |
Series E Convertible Preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 653,128 |
Income Taxes (Details)
Income Taxes (Details) | 1 Months Ended |
Jun. 30, 2021 USD ($) | |
other (expense) income | |
Operating Loss Carryforwards [Line Items] | |
Refund for withholding taxes paid | $ 71,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Oct. 17, 2022 shares |
Subsequent Event [Line Items] | |
Number of shares issued | 28,109 |
Cashless exercise of warrants | 39,000 |