Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 24, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Pulmatrix, Inc. | ||
Entity Central Index Key | 0001574235 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 17,267,361 | ||
Trading Symbol | PULM | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Title of 12(b) Security | Common Stock | ||
Entity Common Stock, Shares Outstanding | 20,521,304 | ||
Entity Interactive Data Current | Yes | ||
Entity Address, State or Province | DE | ||
Entity Address, Country | MA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 23,440 | $ 2,563 |
Accounts receivable | 7,200 | |
Prepaid expenses and other current assets | 777 | 717 |
Total current assets | 31,417 | 3,280 |
Property and equipment, net | 270 | 394 |
Right-of-use assets | 630 | |
Long-term restricted cash | 204 | 204 |
Goodwill | 3,577 | 10,845 |
Total assets | 36,098 | 14,723 |
Current liabilities: | ||
Accounts payable | 600 | 1,183 |
Accrued expenses | 2,514 | 1,696 |
Operating lease liability | 675 | |
Deferred revenue | 13,411 | 0 |
Total current liabilities | 17,200 | 2,879 |
Deferred revenue, net of current portion | 7,879 | 0 |
Total liabilities | 25,079 | 2,879 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value — 500,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; no shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | ||
Common stock, $0.0001 par value — 200,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; 19,994,560 and 4,923,723 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 2 | |
Additional paid-in capital | 226,178 | 206,409 |
Accumulated deficit | (215,161) | (194,565) |
Total stockholders' equity | 11,019 | 11,844 |
Total liabilities and stockholders' equity | $ 36,098 | $ 14,723 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 19,994,560 | 4,923,723 |
Common stock, shares outstanding | 19,994,560 | 4,923,723 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 7,910 | $ 153 |
Operating expenses | ||
Research and development | 12,845 | 12,966 |
General and administrative | 8,489 | 7,518 |
Impairment of goodwill | 7,268 | 69 |
Total operating expenses | 28,602 | 20,553 |
Loss from operations | (20,692) | (20,400) |
Other income/(expense) | ||
Interest expense | (186) | |
Fair value adjustment of derivative liability | 1 | |
Interest income | 301 | 27 |
Settlement expense | (200) | |
Other expense | (5) | (5) |
Total other income/(expense) | 96 | (163) |
Net loss | $ (20,596) | $ (20,563) |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.23) | $ (4.98) |
Weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders | 16,733,909 | 4,126,393 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member] |
Beginning balance at Dec. 31, 2017 | $ 10,137 | $ 184,139 | $ (174,002) | |
Beginning balance, shares at Dec. 31, 2017 | 2,104,750 | |||
Issuance of common stock, net of issuance costs | 19,219 | 19,219 | ||
Issuance of common stock, net of issuance costs, shares | 2,044,266 | |||
Exercise of pre-funded warrants | 78 | 78 | ||
Exercise of pre-funded warrants, shares | 783,707 | |||
Stock-based compensation | 2,973 | 2,973 | ||
Net loss | (20,563) | (20,563) | ||
Ending balance at Dec. 31, 2018 | 11,844 | 206,409 | (194,565) | |
Ending balance, shares at Dec. 31, 2018 | 4,932,723 | |||
Adjustment for reverse stock split, shares | 2,717 | |||
Issuance of common stock, net of issuance costs | 17,545 | $ 1 | 17,544 | |
Issuance of common stock, net of issuance costs, shares | 5,714,508 | |||
Exercise of pre-funded warrants | 160 | $ 1 | 159 | |
Exercise of pre-funded warrants, shares | 9,344,612 | |||
Stock-based compensation | 2,066 | 2,066 | ||
Net loss | (20,596) | (20,596) | ||
Ending balance at Dec. 31, 2019 | $ 11,019 | $ 2 | $ 226,178 | $ (215,161) |
Ending balance, shares at Dec. 31, 2019 | 19,994,560 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (20,596) | $ (20,563) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 182 | 231 |
Amortization of operating lease right-of-use asset | 583 | |
Stock-based compensation | 2,066 | 2,973 |
Impairment of goodwill | 7,268 | 69 |
Non-cash interest expense | 35 | |
Non-cash debt issuance expense | 3 | |
Fair value adjustment on derivative liability | (1) | |
Loss on disposal of property and equipment | 8 | |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (7,200) | |
Prepaid expenses and other current assets | (60) | (21) |
Accounts payable | (583) | 726 |
Accrued expenses | 885 | (221) |
Operating lease liabilities | (605) | |
Deferred revenue | 21,290 | |
Net cash provided by/(used in) operating activities | 3,230 | (16,761) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (58) | (19) |
Net cash used in investing activities | (58) | (19) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants, net | 17,545 | 19,297 |
Proceeds from the exercise of pre-funded warrants | 160 | |
Principal payments term loan | (3,259) | |
End of term loan payment | (245) | |
Net cash provided by financing activities | 17,705 | 15,793 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 20,877 | (987) |
Cash, cash equivalents and restricted cash — beginning of period | 2,767 | 3,754 |
Cash, cash equivalents and restricted cash — end of period | 23,644 | 2,767 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | $ 131 | |
Supplemental disclosures of non-cash investing and financing information: | ||
Operating lease right-of-use asset obtained in exchange for operating lease obligation | $ 1,213 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Nature of the Business and Basis of Presentation Organization Pulmatrix, Inc. (the “Company”) was incorporated in as a Nevada corporation and converted to a Delaware corporation in September . On June , , the Company completed a merger with Operating Company, Inc. changed its name from , Inc. to “ , Inc.” and relocated its corporate headquarters to Lexington, Massachusetts. The Company is a clinical stage biotechnology company focused on the discovery and development of a novel class of inhaled therapeutic products. The Company’s proprietary dry powder delivery platform, iSPERSE ™ (inhaled Small Particles Easily Respirable and Emitted), is engineered to deliver small, dense particles with highly efficient and delivery to the airways, which can be used with an array of dry powder inhaler technologies and can be formulated with a variety of drug substances. The Company is developing a pipeline of iSPERSE-based therapeutic candidates targeted at prevention and treatment of a range of respiratory and other diseases and infections with significant unmet medical needs. On February 5, 2019, the Company effectuated a 1-for-10 reverse |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Standards | 2. Summary of Significant Accounting Policies and Recent Accounting Standards Basis of Presentation Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiary in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results may differ from these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payments, estimating the useful lives of depreciable and amortizable assets, interest borrowing rate, Concentrations of Credit Risk and Off-Balance Cash is a financial instrument that potentially subjects the Company to concentrations of credit risk. For all periods presented, substantially all of the Company’s cash was deposited in an account at a single financial institution that management believes is creditworthy. The Company is exposed to credit risk in the event of default by these financial institutions for amounts in excess of the Federal Deposit Insurance Corporation insured limits. The Company maintains its cash at a high-quality financial institution and has not incurred any losses to date. We have no off-balance Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are held in U.S. banks and consist of liquid investments and money market funds with a maturity from date of purchase of 90 days or less that are readily convertible into cash. Cash and cash equivalents consist of cash, checking accounts and money market accounts. Restricted cash consists of cash deposited with a financial institution for $204. Restricted cash represents cash held in a depository account at a financial institution to collateralize a conditional stand-by non-current At December 31, 2019 and 2018 the Company had a $153 letter of credit as a security deposit on its leased office and laboratory facility that expires on February 21, 2021. The letter of credit is secured by a deposit in a money market account, as well as $51 deposited in a money market account as security for a credit card. The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the consolidated balance sheets that sum to the total of the same amounts in the statement of cash flows. Year Ended 2019 2018 Cash and cash equivalents $ 23,440 $ 2,563 Restricted cash 204 204 Total cash, cash equivalents and restricted cash $ 23,644 $ 2,767 Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. Property and equipment are depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated remaining lease term or the useful lives of the related assets. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. Depreciation is provided over the following estimated useful lives: Asset Description Estimated Useful Lives Laboratory equipment 5 years Computer equipment 3 years Office furniture and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with ASC 360. Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Application of alternative assumptions, such as changes in estimate of future cash flows, could produce significantly different results. Because of the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and estimated fair value. Fair Value of Financial Instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB Accounting Standards Codification “(“ASC”) Topic 820, Fair Value Measurements and Disclosures Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices for similar assets or liabilities in markets that are not active, or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of any will be wi ll approxi mate will be Leases During the quarter, the Company adopted ASC, Topic 842, Leases , effective January 1, 2019, At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use Operating lease liabilities and their corresponding right-of-use right-of-use In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease non-components non-components) non-lease Although separation of lease and non-lease non-lease non-lease non-lease Revenue Recognition Effective January 1, 2019, the Company adopted ASC 606, using the modified retrospective transition method. Under this method, results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with ASC Topic 605, Revenue Recognition The Company enters into licensing agreements that are within the scope of ASC 606, under which it may exclusively license rights to research, develop, manufacture and commercialize its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Exclusive Licenses. non-refundable, Research and Development Services. co-development Customer Options. December 1 Milestone Payments. catch-up Significant Agreements Royalties. For a complete discussion of accounting for collaboration revenues , see Note 6 Significant Agreements . Research and Development Costs Research and development costs are expensed as incurred and include: salaries, benefits, bonus, stock-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, and develop drug materials and delivery devices; and associated overhead and facilities costs. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors, clinical research organizations (“CROs”) and clinical manufacturing organizations (“CMOs”). Invoicing from third-party contractors for services performed can lag several months. We accrue the costs of services rendered in connection with third-party contractor activities based on our estimate of fees and costs associated with the contract that were rendered during the period and they are expensed as incurred. Research and development costs that are paid in advance of performance are capitalized as prepaid expenses and amortized over the service period as the services are provided. As of December 31, 2019, the Company has an active arrangement with JJEI that contains a research or development milestone. Stock-Based Compensation The Company recognizes all employee share-based compensation as a cost in the consolidated financial statements. Equity-classified awards principally related to stock options and restricted stock units (“RSUs”) which are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of restricted stock awards are determined using the closing price of the Company’s common stock on the grant date. For service based vesting grants, expense is recognized over the requisite service period based on the number of options or shares expected to ultimately vest. For performance-based vesting grants, expense is recognized over the requisite period until the performance obligation is met, assuming that it is probable. No expense is recognized for performance-based grants until it is probable the vesting criteria will be satisfied. S hare non-employees Common Stock Warrants The Company classifies as equity any warrants that (i) require physical settlement or net-share net-cash net-share net-cash net-cash net-share Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. In periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because common stock equivalents are excluded as their inclusion would be anti-dilutive. Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. Goodwill Goodwill represents the difference between the consideration transferred and the fair value of the net assets acquired, and liabilities assumed under the acquisition method of accounting for push-down accounting. Goodwill is not amortized but is evaluated for impairment within the Company’s single reporting unit on an annual basis during the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company’s reporting unit below its carrying amount. When performing the impairment assessment, the accounting standard for testing goodwill for impairment permits a company to first assess the qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the goodwill is impaired. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of goodwill is impaired, the Company then must perform a quantitative analysis to determine if the carrying value of the goodwill exceeds the fair value of the Company. Based on the quantitative analysis and due to the decline in stock price, goodwill was determined to be impaired as of December 31, 2019 and December 31, 2018. A charge of $7,268 and $69 was recorded, respectively. Recently Adopted Accounting Standards In November 2018, the FASB issued ASU No. 2018-18, Clarifying the Interaction between Topic 808 and Topic 2018-18 In July 2018, the FASB issued ASU 2018-11, 2018-11”), 2016-02 2018-11 right-of-use the Company’s balance sheet, with a reclass of the existing deferred rent balance the right-of-use No. 2016-02, right-of-use right-of-use 2016-02 In June 2018, the FASB issued ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 505-50, Non-Employees, 2018-07 In July 2017, FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 consists of two parts. The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has adopted ASU 2017-11 and adoption of this ASU has no significant impact on its consolidated financial statements. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement 2018-13 ASU 2018-13 No. 2018-13 In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract internal-use 2018-15. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Disclosure Of Accounts Receivable | 3. Accounts Receivable Accounts receivable consisted of an upfront payment obligation from JJEI that was received in January 2020. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: As of December 31, 2019 2018 Prepaid insurance $ 202 $ 243 Prepaid clinical trials 322 419 Prepaid other 221 27 Deferred operating costs 32 28 Total prepaid expenses and other current assets $ 777 $ 717 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment consisted of the following: As of December 31, 2019 2018 Laboratory equipment $ 1,538 $ 1,529 Computer equipment 217 185 Office furniture and equipment 217 217 Leasehold improvements 581 579 Capital in progress 2 — Total property and equipment 2,555 2,510 Less accumulated depreciation and amortization (2,285 ) (2,116 ) Property and equipment, net $ 270 $ 394 Depreciation and amortization expense for the years ended December 31, 2019 and 2018 was $182 and $231, respectively. During the years ended 2019 and 2018, the Company recorded gross fixed asset disposals of $13 and $993 and their related accumulated depreciation of $13 and $985, respectively. |
Significant Agreements
Significant Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Significant Agreements | 6. Significant Agreements License, Development and Commercialization Agreement On June 9, 2017, the Company entered into a License Agreement with RespiVert (the “RespiVert License Agreement”), a wholly owned subsidiary of Janssen Biotech, Inc., and an affiliate of Johnson & Johnson Enterprise Innovation, Inc. (“JJEI”), pursuant to which RespiVert granted the Company an exclusive, royalty-bearing license to its Licensed IP and to develop and commercialize products worldwide that incorporate the Licensed IP. The development, application, design and marketing of the Licensed IP for PUR1800 and PUR5700 and any licensed products will be managed exclusively by the Company. The RespiVert License Agreement terminates upon the expiration of the Company’s obligation to pay royalties for all licensed products, unless earlier terminated. In addition, the RespiVert License Agreement may be terminated (i) by the Company for any reason upon 120 days’ advance notice to RespiVert; (ii) by RespiVert upon receipt of notice from the Company of either voluntary or involuntary insolvency proceedings of the Company; and (iii) by either party for a material breach which remains uncured following the applicable cure period. Under the terms of the RespiVert License Agreement, the Company paid RespiVert an up-front, non-refundable Under the terms of the JJEI License Agreement, the Company granted JJEI an option to acquire (1) the Company’s rights to an intellectual property portfolio of materials and technology related to narrow spectrum kinase inhibitor compounds (the “Licensed Product”) and (2) an exclusive, worldwide, royalty bearing license to PUR1800, the Company’s inhaled iSPERSE drug delivery system as formulated with one of the kinase inhibitor compounds. The Company will conduct a clinical and chronic toxicology program beginning in 2020 focused on chronic obstructive pulmonary disease (COPD) and lung cancer interception. As consideration for the Company’s entry into the JJEI License Agreement, JJEI will pay the Company an upfront fee of $7,200 to conduct the research on the Phase 1b clinical study and will also fund $3,400 for the toxicology study costs. The Company is also eligible to earn a $2,000 milestone payment for the completion of the Phase 1b study of the Licensed Product. If JJEI exercises the option, Pulmatrix is eligible to receive a $14,000 option exercise payment, up to an additional $32,000 in development milestone payments, $45,000 in commercial milestones, as well as royalty payments ranging from 1% to 2% of sales. Under the JJEI License Agreement, JJEI will have three months from the later of (1) the completion of a Phase 1b clinical study for the Licensed Product and JJEI’s receipt of audited final reports and (2) JJEI’s receipt of audited draft reports for the chronic toxicology program of the Licensed Product to exercise the option. If the option is not exercised, Pulmatrix may terminate the JJEI License Agreement by providing a 30 day written notice, and all licenses revert back to Pulmatrix. The agreement may otherwise be terminated by JJEI for any reason upon 90 days advance notice, or upon notice of the Company’s entering into insolvency or bankruptcy proceedings . Either party may terminate the agreement for material breach of contract that is not cured within 60 days. Accounting Treatment As of December 31, 2019, the Company has recorded a receivable for the upfront payment of $7,200, payment of which occurred in January 2020. Revenue associated with the combined research and development services for the Product and the irrevocable license to the Assigned Assets is recognized as revenue as the research and development services are provided using an input method, according to the ratio of costs incurred to the total costs expected to be incurred in the future to satisfy the performance obligation. In management’s judgment, this input method is the best measure of the transfer of control of the performance obligation. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheet. As of December 31, 2019, none of the performance obligations have been fully satisfied and $7,200 was recorded as deferred revenue, of which $5,359 is current. The Company expects to recognize the deferred revenue according to costs incurred, over the remaining research term, which is expected to be completed during the second quarter of 2021. Collaborations On April 15, 2019 (“Effective Date”), the Company entered into a Development and Commercialization Agreement (the “Cipla Agreement”) with Cipla Technologies, LLC. (Cipla”) for the worldwide development and commercialization of Pulmazole (the “Product”), an inhaled formulation of the anti-fungal drug itraconazole (developed using iSPERSE technology designed to treat allergic bronchopulmonary aspergillosis (“ABPA”) in patients with asthma. Pursuant to the Cipla Agreement, the Company is responsible for the development of the Product in accordance with the development plan, which includes completion of the Phase 2 ABPA study, as well as any additional Phase 2/2b and/or Phase 3 clinical studies that may be required for regulatory approval. In addition, the Company will be responsible for submission of investigational new drug (“IND”) applications, annual reports and other regulatory filings to the extent required to conduct the development activities, including any clinical studies. Subsequent to regulatory approval of the Product for marketing in the U.S. or in any other country, Cipla will be responsible for the implementation of the commercialization plan, including all activities, arrangements and other matters related to commercialization. The Company received a non-refundable “Co-Development The Company and Cipla have established a joint steering committee (the “JSC”). The JSC will, among other powers and responsibilities, direct the further development and commercialization activities, including all budgetary activities in relation to the Product. The JSC will oversee the performance of the Company and Cipla under the Cipla Agreement and will provide a forum for sharing advice, progress and results relating to such activities. The JSC is also responsible for reviewing and approving the development plan developed by the Company, and the commercialization plan developed by Cipla. The Cipla Agreement will remain in effect in perpetuity, unless otherwise earlier terminated in accordance with its terms. In the event of circumstances affecting the continuity of development of the Product in line with the Cipla Agreement, the JSC will evaluate the cause and effect and make a recommendation as to the most optimal option available to Cipla and the Company. In any event, either the Company or Cipla may elect to terminate (a “Terminating Party”) its obligation to fund additional costs and expenses for the development and/or commercialization of the Product. If the non-Terminating The Cipla Agreement also contains customary representations, warranties and covenants by both parties, as well as customary provisions relating to indemnification, confidentiality and other matters. Accounting Treatment The Company concluded that because both it and Cipla are active participants in the arrangement and are exposed to the significant risks and rewards of the collaboration, the Company’s collaboration with Cipla is within the scope of ASC 808 Collaborative Arrangements (“ASC 808”) for accounting purposes. Contemplating the guidance of ASU 2018-18, The Company determined the total transaction price to be $22,000 – comprised of $12,000 for research and development services for the Product and $10,000 for the irrevocable license to the Assigned Assets. Any consideration related to the Co-Development Revenue associated with the combined research and development services for the Product and the irrevocable license to the Assigned Assets is recognized as revenue as the research and development services are provided using an input method, according to the ratio of costs incurred to the total costs expected to be incurred in the future to satisfy the performance obligation. In management’s judgment, this input method is the best measure of the transfer of control of the performance obligation. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheet. None of the performance obligations have been fully satisfied as of December 31, 2019. The Company received the $22,000 upfront payment in May 2019. During 2019, the Company recognized $6,298 in revenue related to the research and development services and $1,612 in revenue for the irrevocable license to the Assigned Assets in the Company’s consolidated statements of operations. The aggregate amount of the transaction price related to the Company’s unsatisfied performance obligations and at December 31, 2019 the Company recorded $14,090 in deferred revenue, of which $8,052 is current. The Company expects to recognize the deferred revenue according to costs incurred, over the remaining research term, which is expected to be completed during the second half of 2023 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Loan and Security Agreement and Warrant Agreement On June 11, 2015, Pulmatrix Operating entered into a Loan and Security Agreement (“LSA”) with Hercules Technology Growth Capital, Inc. (“Hercules”), for a term loan in a principal amount of $7,000 (the “Term Loan”). The Term Loan is secured by substantially all of the Company’s assets, excluding intellectual property. Final payments were made in June 2018 and, as of June 30, 2018, the term loan was paid in full. The Company incurred interest expense of $186 during the year ended December 31, 2018, which included accretion of debt discount of $35. Of the remaining $151 interest expense, $131 was payable in cash and $20 relates to the Hercules end of term fee. For the year ended December 31, 2018, the Company also accreted debt issuance costs of $3 recorded to general and administrative expenses in accompanying consolidated statement of operations. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: As of December 31, 2019 2018 Vacation $ 42 $ 59 Wages and incentive 527 915 Clinical & consulting 1,820 517 Legal & patent 85 67 Deferred rent — 67 Other expenses 40 71 Total accrued expenses $ 2,514 $ 1,696 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Common Stock | 9. Common Stock Confidential Marketed Public Offering (“CMPO”) On January 31, 2019 and February 4, 2019, the Company closed two CMPOs, pursuant to which the Company sold 156,118 and 532,353 shares of common stock, respectively, at $1.70 per share and issued warrants to exercise 10,151 and 34,605 shares of common stock, respectively, to underwriters at an exercise price of $2.125 per share with expiration dates of January 26, 2024 and January 30, 2024, respectively. The underwriter warrants had a fair value of $0.9332 and $1.1946 per share at the January 31, 2019 and February 4, 2019 issuance date, respectively. Prior to deducting fees and commissions for both offerings, the Company recorded aggregate gross proceeds of approximately $1,170. Registered Direct Offering On February 12, 2019, the Company sold 1,706,484 shares at $1.465 per share. In this registered direct offering, the Company issued warrants to purchase 1,706,484 shares of its common stock to investors with an exercise price of $1.34 and a fair value of $0.5962 per share, with an expiration date of August 12, 2024. In addition, the Company issued warrants to purchase 110,922 shares of its common stock to underwriters with an exercise price of $1.8313 per share and an expiration date of February 7, 2024. The underwriter warrants had a fair value of $0.5314 per share at the issuance date. The Company recorded gross proceeds of approximately $2,500. A of fees and expenses associated with the CMPOs and the Registered Direct offering, the Company recorded net proceeds of approximately $2,979. Exercise of Warrants All pre-funded 697,500 common shares were issued. The Company recorded Public Offering On April 8, 2019, the Company closed its underwritten public offering in which, pursuant to the underwriting agreement entered into between the Company and H.C. Wainwright & Co., LLC, as representative of the underwriters, dated April 3, 2019, the Company issued and sold an aggregate of (i) 1,719,554 common units, with each common unit being comprised of one share of the Company’s common stock, par value $0.0001 per share and one warrant to purchase one share of common stock and (ii) 8,947,112 pre-funded pre-funded pre-funded pre-funded Warrants were also issued to the underwriters to purchase 797,334 shares of common stock with an exercise price of $1.6875 and a fair value of $1.2632 per share. Both the common and underwriter warrants have an exercise term of five years and are exercisable immediately following their issuance. All pre-funded After giving effect to the exercise of the Underwriters’ overallotment option, the gross aggregate proceeds from the offering on April 8 was $16,470, prior to deducting underwriting discounts and commissions and other estimated offering expenses. The Company agreed to pay H.C. Wainwright & Co, LLC a commission of 7% of the gross proceeds and also agreed to pay or reimburse certain expenses on behalf of H.C. Wainwright. A total of $1,904 of commissions and other issuance costs were associated with the public offering. During 2019, after giving effect to fees, commissions and other expenses of approximately $2,595, the Company recorded net proceeds of $17,705 for the sale of the CMPOs, the registered direct offering , the public offering the pre-funded warrant At-the-Market During the first quarter of 2018, the Company sold 123,266 shares of its common stock under the Sales Agreement at an average selling price of approximately $15.40 per share which resulted in gross proceeds of approximately $1,904 and net proceeds of approximately $1,847 after payment of 3% commission to BTIG and other issuance costs. On March 17, 2017, the Company entered into an At-The-Market at-the-market S-3, No. 333-212546), BTIG was entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of the Company’s common stock pursuant to the Sales Agreement. Public Offering On April 3, 2018, the Company closed its firm commitment underwritten public offering in which, pursuant to the underwriting agreement (the “Underwriting Agreement”) entered into between the Company and Oppenheimer & Co. Inc., as representative of the underwriters (the “Underwriters”), dated March 28, 2018, the Company issued and sold (i) 1,566,000 common units (“Common Units”), with each Common Unit being comprised of one share of the Company’s common stock, par value $0.0001 per share, one Series A warrant (collectively, the “Series A Warrants”) to purchase one share of common stock and one Series B warrant (collectively, the “Series B Warrants”) to purchase one share of common stock, and (ii) 784,000 pre-funded units (the “Pre-Funded Units” each Pre-Funded Unit one pre-funded warrant per Pre-Funded Unit, In addition, on April 4, 2018, the Company closed on the sale of 115,000 additional Common Units pursuant to the Underwriters’ option to purchase up to an additional 115,000 Units, which were exercised in full. After giving effect to the exercise of the Underwriters’ overallotment option, the gross aggregate proceeds from the offering on April 3 and 4 were $15,944, prior to deducting underwriting discounts and commissions and other estimated offering expenses. All of the pre-funded The Series A Warrants included in the Common Units and the Pre-Funded Units the Pre-Funded Units or Pre-Funded Warrants the Pre-Funded Units, the Pre-Funded Units The Company agreed to pay Oppenheimer a commission of (a) 7% of the gross proceeds raised up to $5,000 and (b) 6.5% of the gross proceeds raised in excess of $5,000. The Company also agreed to pay or reimburse certain expenses on behalf of Oppenheimer. A total of $1,505 of commissions and other issuance costs were associated with the public offering. The net proceeds to the Company from the Offering were approximately $14,517, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for research and development of its therapeutic candidates, particularly the development of Pulmazole, as well as for working capital and general corporate purposes Registered Direct Offering On November 29, 2018, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell an aggregate of 240,000 shares of common stock, par value $0.0001 per share, of the Company common stock at an offering price of $3.20 per share for gross proceeds of $768 before the deduction of offering expenses. In addition, the Company sold pre-funded (the “Pre-Funded Warrants”) Pre-Funded Warrants). The Pre-Funded Warrants In a concurrent private placement, the Company agreed to issue to the Purchaser, for each share of common stock and pre-funded warrant and one-half years The closing of the sale of the shares and the prefunded warrants occurred on December 3, 2018 and the company recorded gross proceeds of $2,930. The Shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, No. 333-212546), |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Warrants | 10. Warrants A rollforward of the common stock warrants outstanding at December 31, 2019 is as follows. Number of Number of Pre-funded Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding January 1, 2018 328,444 — $ 77.90 2.44 $ — Series A warrants issued 2,465,000 — $ 6.50 Series A warrants expired (2,465,000 ) — $ (6.50) Series B warrants issued 2,465,011 — $ 7.50 Pre-funded 784,000 — $ 6.50 Pre-funded (784,000 ) — $ (6.50) Warrants issued 937,500 — $ 3.90 Pre-funded — 697,500 $ 0.01 Adjustment for reverse stock split (11 ) — Outstanding December 31, 2018 3,730,944 697,500 $ 10.78 4.30 $ — Warrants issued 14,926,161 — $ 1.37 Pre-funded — 8,947,112 $ 0.01 Pre-funded — (9,344,612 ) $ 0.01 Expirations (3,926 ) — $ 226.60 Adjustment for reverse stock split 16 — Outstanding December 31, 2019 18,653,195 300,000 $ 3.61 4.17 $ — The following represents a summary of the warrants outstanding at each of the dates identified: Number of Shares Underlying Warrants For the Year Ended December 31, Issue Date Classification Exercise Price Expiration Date 2019 2018 April 8, 2019 Equity $ 0.01 Pre-funded 300,000 — April 8, 2019 Equity $ 1.35 April 8, 2024 12,266,665 — April 8, 2019 Equity $ 1.6875 April 3, 2024 797,334 — February 12, 2019 Equity $ 1.8313 February 7, 2024 110,922 — February 12, 2019 Equity $ 1.34 August 12, 2024 1,706,484 — February 04, 2019 Equity $ 2.125 January 30, 2024 34,605 — January 31, 2019 Equity $ 2.125 January 26, 2024 10,151 — December 3, 2018 Equity $ 3.90 June 3, 2024 937,500 937,500 December 3, 2018 Equity $ 3.20 Pre-funded — 697,500 April 3, 2018 Equity $ 7.50 April 3, 2023 2,350,011 2,350,011 April 4, 2018 Equity $ 7.50 April 4, 2023 115,000 115,000 August 31, 2015 Equity $ 118.00 August 31, 2020 3,000 3,000 June 15, 2015 Equity $ 75.50 Five years after milestone achievement 319,008 319,008 June 15, 2015 Equity $ 83.50 June 16, 2020 2,515 2,515 March 21, 2014 Equity $ 226.60 March 21, 2019 — 3,926 Adjustment for Reverse Stock Split (16 ) Total Outstanding 18,953,195 4,428,444 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 11 . Share -Based Compensation The Company sponsors the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”). As of December 31, 2019, the 2013 Plan provided for the grant of up to 4,060,000 shares of the Company’s common stock, of which 3,121,545 shares remained available for future grant. As of December 31, 2018, the 2013 Plan provided for the grant of up to 1,250,000 shares of the Company’s common stock, of which 272,219 shares remained available for future grant. In addition, the Company sponsors two legacy plans under which no additional awards may be granted. As of December 31, 2019, the two legacy plans have a total of 15,865 options outstanding all of which are fully vested and for which common stock will be delivered upon exercise. Options During the year ended December 31, 2019, the Company granted options to purchase 561,600 shares of the Company’s common stock to employees and options to purchase 90,000 shares of the Company’s common stock to directors. No options were granted to advisors during the period. The stock options granted vest over time (the “Time Based Options”). Time Based Options vest over either 36 or 48 months. Subject to the grantee’s continuous service with the Company, Time Based Options vest in one of the following ways: (i) ) 25% at the one year anniversary of the Vesting Start Date and the remainder in 36 equal monthly installments beginning in the thirteenth month after the Vesting Start Date or (ii) 25% at the time of grant and the remainder in 36 equal monthly installments beginning in the first month after the Vesting Start Date. Stock options expire ten years after the date of grant. The following table summarizes stock option activity for the year ended December 31, 2019: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2019 972,569 $ 23.85 8.46 $ — Granted 651,600 $ 1.06 Exercised — — Forfeited or expired (724,166 ) $ 18.54 Outstanding — December 31, 2019 900,003 $ 11.63 8.52 $ — Exercisable — December 31, 2019 401,453 $ 23.14 7.71 $ — The estimated fair values of employee stock options granted during the year ended December 31, 2019 and 2018, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: For the year ended December 31, 2019 2018 Expected option life (years) 6.02 5.58 % Risk-free interest rate 2.22% 2.77 % Expected volatility 74.14% 79.67 % Expected dividend yield 0% 0 % The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was based upon the historical volatility for industry peers and used an average of those volatilities. The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity. The dividend yield considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future. As of December 31, 2019, there was $746 of unrecognized stock-based compensation expense related to unvested stock options granted under the Company’s stock award plans. This expense is expected to be recognized over a weighted-average period of approximately 1.88 years. The following table presents total stock-based compensation expense for the years ended December 31, 2019 and 2018, respectively: For the years ended 2019 2018 Research and development $ 156 $ 970 General and administrative 1,910 2,003 Total stock-based compensation expense $ 2,066 $ 2,973 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Research and Development Activities The Company contracts with various other organizations to conduct research and development activities. As of December 31, 2019, we had aggregate commitments to pay approximately $4,569 remaining on these contracts. The scope of the services under contracts for research and development activities may be modified and the contracts, subject to certain conditions, may generally be cancelled by us upon written notice. In some instances, the contracts, subject to certain conditions, may be cancelled by the third party. Operating Leases The Company has limited leasing activities as a lessee and are primarily related to its corporate headquarters located at 99 Hayden Avenue, Suite 390, Lexington, Massachusetts. The Company currently leases approximately 21,810 square feet of office and lab The Company also leases small office equipment which is primarily short-term or immaterial in nature. Therefore, no right-of-use The Company identified and assessed the following significant assumptions in recognizing its right-of-use Effective January 1, 2019, the Company used the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date as its date of initial application, with prior periods unchanged and presented in accordance with the guidance in ASC 840. Since the Company elected to account for each lease component and its associated non-lease The expected lease terms include non - The components of lease expense for the Company as of December 31, 2019 were as follows: As of December 31, 2019 Lease Cost Fixed lease cost $ 654 Variable lease cost — Total lease cost $ 654 Other information Short term, immaterial office equipment lease obligation $ 5 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 676 Right-of-use Operating leases $ 1,213 Weighted-average remaining lease term — 1 year Weighted-average discount rate — 7.44 % As of December 31, 2019 Balance Sheet Classification: Right-of-use Assets Operating Lease Assets $ 630 Total Lease Assets $ 630 Maturities of lease liabilities due under these lease agreements as of December 31, 2019 are as follows: Operating Leases Maturity of lease liabilities 2020 $ 698 Total lease payments 698 Less: interest (23 ) Total lease liabilities $ 675 Operating Leases Reported as of December 31, 2019 Lease liabilities — short term $ 675 Lease liabilities — long term — Total $ 675 The Company adopted ASU 2016-02 : Operating Leases 2019 $ 676 2020 698 Total lease payments $ 1,374 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company had no income tax expense due to operating losses incurred for the year ended December 31, 2019 and 2018. A reconciliation of the provision for income taxes computed at the statutory federal income tax rate to the provision for income taxes as reflected in the financial statements is as follows: 2019 2018 Income tax computed at federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 3.9 % 6.2 % Research and development credits 2.0 % 1.9 % Expiration of stock options (7.3 )% 0.0 % Write-down of goodwill (7.4 )% (0.1 ) Permanent differences (0.6 )% (0.5 )% Limitations on Credits and Net Operating Losses (171.3 )% 0.0 % Other (1.4 )% (0.3 )% Change in valuation allowance 161.1 % (28.2 )% Total 0.0 % 0.0 % The significant components of the Company’s deferred tax assets as of December 31, 2019 and 2018 were as follows: Deferred tax assets: Net operating loss carryforwards $ 9,077 $ 37,640 Research and development credit carryforwards 382 3,170 Capitalized start-up 711 851 Stock Compensation 1,031 2,589 Lease Liability 184 — Other 382 520 Total deferred tax assets 11,767 44,770 Deferred tax liabilities: Right of Use Asset (172 ) — Total deferred tax liabilities (172 ) — Valuation allowance (11,595 ) (44,770 ) Net deferred tax liabilities $ — $ — At December 31, 2019, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $37,602 and $18,674 respectively, which were available to reduce future taxable income. Federal net operating losses generated after January 1, 2018 may be carried forward indefinitely, however, utilization of these carryforwards is limited 80% of the Company’s taxable income each year. , generated in 2018 and 2019, 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 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which it believes has resulted in changes in control as defined by Sections 382 and 383 of the Internal Revenue Code. The Company has completed an assessment through December 31, 2019 to determine the impact of the Section 382 and 383 ownership changes and has reduced their income tax credit and loss carryforwards. Management of the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance was recorded as of December 31, 2019 and 2018. The valuation allowance decreased by $33,175 during the year ended December 31, 2019, primarily due to the reduction of tax credit and loss carryforwards that were determined to be limited under Sections 382 and 383 of the internal revenue code The Company applies FASB Topic 740 Income Taxes for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Unrecognized tax benefits represent tax positions for which reserves have been established. A full valuation allowance has been provided against the Company’s deferred tax assets, so that the effect of the unrecognized tax benefits is to reduce the gross amount of the deferred tax asset and the corresponding valuation allowance. The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years. The Company files income tax returns in the United States for federal and state income taxes. In the normal course of business, the Company is subject to examination by tax authorities in the United States. Since the Company is in a loss carry-forward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carry-forward is utilized. The Company’s returns remain subject to federal and state audits for the years 2016 through 2019. However, carryforward attributes from prior years may still be adjusted upon examination by tax authorities if they are used in an open period. The Company may from time to time be assessed interest or penalties by major tax jurisdictions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company has not recorded interest or penalties on any unrecognized tax benefits since its inception. The Company anticipates that the amount of unrecognized tax benefits will not materially change in the next twelve months. The roll-forward of the Company’s gross uncertain tax positions is as follows: Gross Uncertain Tax Position Balance — January 1, 2018 $ 1,109 Additions for current year tax positions 115 Additions for prior year tax positions 20 Balance — December 31, 2018 1,244 Additions for current year tax positions 87 Reductions for prior year tax positions (1,244 ) Balance — December 31, 2019 $ 87 The Company’s total uncertain tax positions decreased during the year ended December 31, 2019 as a result of the reduction of tax credit and loss carryforward that were determined to be limited for future utilization by the Company under Section s and 383 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share The following potentially dilutive securities outstanding prior to the use of the treasury stock method have been excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive. As of December 31, 2019 2018 Options to purchase common stock 900,003 972,573 Warrants to purchase common stock 18,653,195 3,730,944 Total 19,553,198 4,703,517 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On December 31, 2019, 300,000 pre-funded During January and February 2020, 176,747 warrants issued in April 2019 were exercised, and the Company collected proceeds of $239 . On January 3, 2020, 19,997 stock options were exercised, and the Company collected proceeds of $21. On January 9, 2020, the Company granted 2,098,304 stock option awards to directors, employees and consultants. On January 28, 2020, pursuant to the payment terms of the License, Development and Commercialization agreement, the Company received a milestone payment from JJEI of $7,200. On February 4, 2020, 146,084 warrants issued in February 2019 were exercised cashlessly, and 30,000 shares were issued. The Company has evaluated its events subsequent to December 31, 2019 to the date these consolidated financial statements were issued, and has determined that, other than what was disclosed above, it does not have any subsequent events to disclose in these consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results may differ from these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payments, estimating the useful lives of depreciable and amortizable assets, interest borrowing rate, |
Concentrations of Credit Risk and Off-Balance Sheet Arrangements | Concentrations of Credit Risk and Off-Balance Cash is a financial instrument that potentially subjects the Company to concentrations of credit risk. For all periods presented, substantially all of the Company’s cash was deposited in an account at a single financial institution that management believes is creditworthy. The Company is exposed to credit risk in the event of default by these financial institutions for amounts in excess of the Federal Deposit Insurance Corporation insured limits. The Company maintains its cash at a high-quality financial institution and has not incurred any losses to date. We have no off-balance |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are held in U.S. banks and consist of liquid investments and money market funds with a maturity from date of purchase of 90 days or less that are readily convertible into cash. Cash and cash equivalents consist of cash, checking accounts and money market accounts. Restricted cash consists of cash deposited with a financial institution for $204. Restricted cash represents cash held in a depository account at a financial institution to collateralize a conditional stand-by non-current At December 31, 2019 and 2018 the Company had a $153 letter of credit as a security deposit on its leased office and laboratory facility that expires on February 21, 2021. The letter of credit is secured by a deposit in a money market account, as well as $51 deposited in a money market account as security for a credit card. The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the consolidated balance sheets that sum to the total of the same amounts in the statement of cash flows. Year Ended 2019 2018 Cash and cash equivalents $ 23,440 $ 2,563 Restricted cash 204 204 Total cash, cash equivalents and restricted cash $ 23,644 $ 2,767 |
Property and Equipment, net | Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. Property and equipment are depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated remaining lease term or the useful lives of the related assets. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. Depreciation is provided over the following estimated useful lives: Asset Description Estimated Useful Lives Laboratory equipment 5 years Computer equipment 3 years Office furniture and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with ASC 360. Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Application of alternative assumptions, such as changes in estimate of future cash flows, could produce significantly different results. Because of the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and estimated fair value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB Accounting Standards Codification “(“ASC”) Topic 820, Fair Value Measurements and Disclosures Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices for similar assets or liabilities in markets that are not active, or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of any will be wi ll approxi mate will be |
Leases | Leases During the quarter, the Company adopted ASC, Topic 842, Leases , effective January 1, 2019, At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use Operating lease liabilities and their corresponding right-of-use right-of-use In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease non-components non-components) non-lease Although separation of lease and non-lease non-lease non-lease non-lease |
Revenue Recognition | Revenue Recognition Effective January 1, 2019, the Company adopted ASC 606, using the modified retrospective transition method. Under this method, results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with ASC Topic 605, Revenue Recognition The Company enters into licensing agreements that are within the scope of ASC 606, under which it may exclusively license rights to research, develop, manufacture and commercialize its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Exclusive Licenses. non-refundable, Research and Development Services. co-development Customer Options. December 1 Milestone Payments. catch-up Significant Agreements Royalties. For a complete discussion of accounting for collaboration revenues , see Note 6 Significant Agreements . |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and include: salaries, benefits, bonus, stock-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, and develop drug materials and delivery devices; and associated overhead and facilities costs. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors, clinical research organizations (“CROs”) and clinical manufacturing organizations (“CMOs”). Invoicing from third-party contractors for services performed can lag several months. We accrue the costs of services rendered in connection with third-party contractor activities based on our estimate of fees and costs associated with the contract that were rendered during the period and they are expensed as incurred. Research and development costs that are paid in advance of performance are capitalized as prepaid expenses and amortized over the service period as the services are provided. As of December 31, 2019, the Company has an active arrangement with JJEI that contains a research or development milestone. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes all employee share-based compensation as a cost in the consolidated financial statements. Equity-classified awards principally related to stock options and restricted stock units (“RSUs”) which are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of restricted stock awards are determined using the closing price of the Company’s common stock on the grant date. For service based vesting grants, expense is recognized over the requisite service period based on the number of options or shares expected to ultimately vest. For performance-based vesting grants, expense is recognized over the requisite period until the performance obligation is met, assuming that it is probable. No expense is recognized for performance-based grants until it is probable the vesting criteria will be satisfied. S hare non-employees |
Common Stock Warrants | Common Stock Warrants The Company classifies as equity any warrants that (i) require physical settlement or net-share net-cash net-share net-cash net-cash net-share |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. In periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because common stock equivalents are excluded as their inclusion would be anti-dilutive. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. |
Goodwill | Goodwill Goodwill represents the difference between the consideration transferred and the fair value of the net assets acquired, and liabilities assumed under the acquisition method of accounting for push-down accounting. Goodwill is not amortized but is evaluated for impairment within the Company’s single reporting unit on an annual basis during the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company’s reporting unit below its carrying amount. When performing the impairment assessment, the accounting standard for testing goodwill for impairment permits a company to first assess the qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the goodwill is impaired. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of goodwill is impaired, the Company then must perform a quantitative analysis to determine if the carrying value of the goodwill exceeds the fair value of the Company. Based on the quantitative analysis and due to the decline in stock price, goodwill was determined to be impaired as of December 31, 2019 and December 31, 2018. A charge of $7,268 and $69 was recorded, respectively. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In November 2018, the FASB issued ASU No. 2018-18, Clarifying the Interaction between Topic 808 and Topic 2018-18 In July 2018, the FASB issued ASU 2018-11, 2018-11”), 2016-02 2018-11 right-of-use the Company’s balance sheet, with a reclass of the existing deferred rent balance the right-of-use No. 2016-02, right-of-use right-of-use 2016-02 In June 2018, the FASB issued ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 505-50, Non-Employees, 2018-07 In July 2017, FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 consists of two parts. The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has adopted ASU 2017-11 and adoption of this ASU has no significant impact on its consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement 2018-13 ASU 2018-13 No. 2018-13 In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract internal-use 2018-15. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Property and Equipment Estimated Useful Lives | Depreciation is provided over the following estimated useful lives: Asset Description Estimated Useful Lives Laboratory equipment 5 years Computer equipment 3 years Office furniture and equipment 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term |
Schedule of Cash and Cash Equivalents [Table Text Block] | The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the consolidated balance sheets that sum to the total of the same amounts in the statement of cash flows. Year Ended 2019 2018 Cash and cash equivalents $ 23,440 $ 2,563 Restricted cash 204 204 Total cash, cash equivalents and restricted cash $ 23,644 $ 2,767 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: As of December 31, 2019 2018 Prepaid insurance $ 202 $ 243 Prepaid clinical trials 322 419 Prepaid other 221 27 Deferred operating costs 32 28 Total prepaid expenses and other current assets $ 777 $ 717 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: As of December 31, 2019 2018 Laboratory equipment $ 1,538 $ 1,529 Computer equipment 217 185 Office furniture and equipment 217 217 Leasehold improvements 581 579 Capital in progress 2 — Total property and equipment 2,555 2,510 Less accumulated depreciation and amortization (2,285 ) (2,116 ) Property and equipment, net $ 270 $ 394 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: As of December 31, 2019 2018 Vacation $ 42 $ 59 Wages and incentive 527 915 Clinical & consulting 1,820 517 Legal & patent 85 67 Deferred rent — 67 Other expenses 40 71 Total accrued expenses $ 2,514 $ 1,696 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Common Stock Warrants Outstanding | A rollforward of the common stock warrants outstanding at December 31, 2019 is as follows. Number of Number of Pre-funded Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding January 1, 2018 328,444 — $ 77.90 2.44 $ — Series A warrants issued 2,465,000 — $ 6.50 Series A warrants expired (2,465,000 ) — $ (6.50) Series B warrants issued 2,465,011 — $ 7.50 Pre-funded 784,000 — $ 6.50 Pre-funded (784,000 ) — $ (6.50) Warrants issued 937,500 — $ 3.90 Pre-funded — 697,500 $ 0.01 Adjustment for reverse stock split (11 ) — Outstanding December 31, 2018 3,730,944 697,500 $ 10.78 4.30 $ — Warrants issued 14,926,161 — $ 1.37 Pre-funded — 8,947,112 $ 0.01 Pre-funded — (9,344,612 ) $ 0.01 Expirations (3,926 ) — $ 226.60 Adjustment for reverse stock split 16 — Outstanding December 31, 2019 18,653,195 300,000 $ 3.61 4.17 $ — |
Summary of the Warrants Outstanding | The following represents a summary of the warrants outstanding at each of the dates identified: Number of Shares Underlying Warrants For the Year Ended December 31, Issue Date Classification Exercise Price Expiration Date 2019 2018 April 8, 2019 Equity $ 0.01 Pre-funded 300,000 — April 8, 2019 Equity $ 1.35 April 8, 2024 12,266,665 — April 8, 2019 Equity $ 1.6875 April 3, 2024 797,334 — February 12, 2019 Equity $ 1.8313 February 7, 2024 110,922 — February 12, 2019 Equity $ 1.34 August 12, 2024 1,706,484 — February 04, 2019 Equity $ 2.125 January 30, 2024 34,605 — January 31, 2019 Equity $ 2.125 January 26, 2024 10,151 — December 3, 2018 Equity $ 3.90 June 3, 2024 937,500 937,500 December 3, 2018 Equity $ 3.20 Pre-funded — 697,500 April 3, 2018 Equity $ 7.50 April 3, 2023 2,350,011 2,350,011 April 4, 2018 Equity $ 7.50 April 4, 2023 115,000 115,000 August 31, 2015 Equity $ 118.00 August 31, 2020 3,000 3,000 June 15, 2015 Equity $ 75.50 Five years after milestone achievement 319,008 319,008 June 15, 2015 Equity $ 83.50 June 16, 2020 2,515 2,515 March 21, 2014 Equity $ 226.60 March 21, 2019 — 3,926 Adjustment for Reverse Stock Split (16 ) Total Outstanding 18,953,195 4,428,444 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2019: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2019 972,569 $ 23.85 8.46 $ — Granted 651,600 $ 1.06 Exercised — — Forfeited or expired (724,166 ) $ 18.54 Outstanding — December 31, 2019 900,003 $ 11.63 8.52 $ — Exercisable — December 31, 2019 401,453 $ 23.14 7.71 $ — |
Calculation of Fair Value Assumptions Using Black Scholes Option Model | The estimated fair values of employee stock options granted during the year ended December 31, 2019 and 2018, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: For the year ended December 31, 2019 2018 Expected option life (years) 6.02 5.58 % Risk-free interest rate 2.22% 2.77 % Expected volatility 74.14% 79.67 % Expected dividend yield 0% 0 % |
Stock-Based Compensation Expense | The following table presents total stock-based compensation expense for the years ended December 31, 2019 and 2018, respectively: For the years ended 2019 2018 Research and development $ 156 $ 970 General and administrative 1,910 2,003 Total stock-based compensation expense $ 2,066 $ 2,973 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Expected Income Tax Benefit Computed Using Federal Statutory Income Tax Rate To Company's Effective Income Tax Rate | A reconciliation of the provision for income taxes computed at the statutory federal income tax rate to the provision for income taxes as reflected in the financial statements is as follows: 2019 2018 Income tax computed at federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 3.9 % 6.2 % Research and development credits 2.0 % 1.9 % Expiration of stock options (7.3 )% 0.0 % Write-down of goodwill (7.4 )% (0.1 ) Permanent differences (0.6 )% (0.5 )% Limitations on Credits and Net Operating Losses (171.3 )% 0.0 % Other (1.4 )% (0.3 )% Change in valuation allowance 161.1 % (28.2 )% Total 0.0 % 0.0 % |
Summary of Components of Deferred Tax Assets | The significant components of the Company’s deferred tax assets as of December 31, 2019 and 2018 were as follows: Deferred tax assets: Net operating loss carryforwards $ 9,077 $ 37,640 Research and development credit carryforwards 382 3,170 Capitalized start-up 711 851 Stock Compensation 1,031 2,589 Lease Liability 184 — Other 382 520 Total deferred tax assets 11,767 44,770 Deferred tax liabilities: Right of Use Asset (172 ) — Total deferred tax liabilities (172 ) — Valuation allowance (11,595 ) (44,770 ) Net deferred tax liabilities $ — $ — |
Summary of Roll-forward of Gross Uncertain Tax Positions | The roll-forward of the Company’s gross uncertain tax positions is as follows: Gross Uncertain Tax Position Balance — January 1, 2018 $ 1,109 Additions for current year tax positions 115 Additions for prior year tax positions 20 Balance — December 31, 2018 1,244 Additions for current year tax positions 87 Reductions for prior year tax positions (1,244 ) Balance — December 31, 2019 $ 87 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Diluted Weighted-Average Shares Outstanding Anti-Dilutive | The following potentially dilutive securities outstanding prior to the use of the treasury stock method have been excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive. As of December 31, 2019 2018 Options to purchase common stock 900,003 972,573 Warrants to purchase common stock 18,653,195 3,730,944 Total 19,553,198 4,703,517 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of Lease Expense | The components of lease expense for the Company as of December 31, 2019 were as follows: As of December 31, 2019 Lease Cost Fixed lease cost $ 654 Variable lease cost — Total lease cost $ 654 Other information Short term, immaterial office equipment lease obligation $ 5 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 676 Right-of-use Operating leases $ 1,213 Weighted-average remaining lease term — 1 year Weighted-average discount rate — 7.44 % |
Maturities of lease liabilities | Maturities of lease liabilities due under these lease agreements as of December 31, 2019 are as follows: Operating Leases Maturity of lease liabilities 2020 $ 698 Total lease payments 698 Less: interest (23 ) Total lease liabilities $ 675 Operating Leases Reported as of December 31, 2019 Lease liabilities — short term $ 675 Lease liabilities — long term — Total $ 675 : Operating Leases 2019 $ 676 2020 698 Total lease payments $ 1,374 |
Balance Sheet Classification | As of December 31, 2019 Balance Sheet Classification: Right-of-use Assets Operating Lease Assets $ 630 Total Lease Assets $ 630 |
Organization - Additional Infor
Organization - Additional Information (Detail) - shares | Feb. 05, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization And Basis Of Presentation [Line Items] | |||
Reverse stock split | 1-for-10 | ||
Common stock shares of outstanding | 19,994,560 | 4,923,723 | |
Common stock shares of issued | 19,994,560 | 4,923,723 | |
At the Market Offering [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Common stock shares of outstanding | 10 | ||
Common stock shares of issued | 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Recent Accounting Standards - Cash and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 23,440 | $ 2,563 | |
Restricted Cash | 204 | 204 | |
Total cash, cash equivalents and restricted cash | $ 23,644 | $ 2,767 | $ 3,754 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Recent Accounting Standards - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | |
Summary of Significant Accounting Policies [Line Items] | |||
Cash restricted for letter of credit | $ 153 | $ 153 | |
Money market account as security | 51 | ||
Asset Impairment Charges | 7,268 | 69 | |
Goodwill impairment | 7,268 | 69 | |
Restricted cash | 204 | 204 | |
Operating lease liability | 675 | $ 1,280 | |
Right-of-use assets | $ 630 | $ 1,213 | |
Deferred rent | $ 67 |
Significant Accounting Policies
Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Shorter of estimated useful life or remaining lease term |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid Insurance | $ 202 | $ 243 |
Prepaid Clinical Trials | 322 | 419 |
Prepaid Other | 221 | 27 |
Deferred Operating Costs | 32 | 28 |
Total prepaid expenses and other current assets | $ 777 | $ 717 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 2,555 | $ 2,510 |
Less accumulated depreciation and amortization | (2,285) | (2,116) |
Property and equipment - net | 270 | 394 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,538 | 1,529 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 217 | 185 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 217 | 217 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 581 | $ 579 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 2 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 182 | $ 231 |
Gross fixed asset disposals | 13 | 993 |
Gross fixed asset disposals, accumulated depreciation | $ 13 | $ 985 |
Significant Agreements - Additi
Significant Agreements - Additional Information (Detail) - USD ($) $ in Thousands | May 31, 2019 | Jun. 09, 2017 | Apr. 15, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Other Commitments [Line Items] | |||||
Research and development expense | $ 12,845 | $ 12,966 | |||
Revenue recognized | 7,910 | 153 | |||
Deferred Revenue Current | 13,411 | $ 0 | |||
Development Milestones [Member] | |||||
Other Commitments [Line Items] | |||||
Milestone payment eligible | 32,000 | ||||
Cipla Technologies LLC [Member] | |||||
Other Commitments [Line Items] | |||||
Proceeds from up front fee | 7,200 | ||||
Deferred Revenue | 7,200 | ||||
Deferred Revenue Current | 5,359 | ||||
Cipla Technologies LLC [Member] | Cipla Agreement [Member] | |||||
Other Commitments [Line Items] | |||||
Proceeds from up front fee | $ 22,000 | $ 22,000 | 22,000 | ||
Development costs allocation terms | After the Initial Development Funding is depleted, the Company and Cipla will each be responsible for 50% of the development costs actually incurred (the “Co-Development Phase”). | ||||
Deferred Revenue | 14,090 | ||||
Deferred Revenue Current | 8,052 | ||||
JJEI [Member] | |||||
Other Commitments [Line Items] | |||||
Research and development expense | 3,400 | ||||
Proceeds from up front fee | 7,200 | ||||
JJEI [Member] | Phase 1b Study Of COPD Patients [Member] | |||||
Other Commitments [Line Items] | |||||
Milestone payment eligible | 2,000 | ||||
JJEI [Member] | Option Excercies Payment [Member] | |||||
Other Commitments [Line Items] | |||||
Milestone payment eligible | 14,000 | ||||
JJEI [Member] | Commercial Milestone [Member] | |||||
Other Commitments [Line Items] | |||||
Milestone payment eligible | $ 45,000 | ||||
License Agreement [Member] | |||||
Other Commitments [Line Items] | |||||
License agreement termination description | In addition, the RespiVert License Agreement may be terminated (i) by the Company for any reason upon 120 days' advance notice to RespiVert; (ii) by RespiVert upon receipt of notice from the Company of either voluntary or involuntary insolvency proceedings of the Company; and (iii) by either party for a material breach which remains uncured following the applicable cure period. | ||||
License agreement termination notice period | 120 days | ||||
License agreement termination period | 30 days | ||||
License Agreement [Member] | Maximum [Member] | JJEI [Member] | |||||
Other Commitments [Line Items] | |||||
Range of royalties based on sales, percentage | 2.00% | ||||
License Agreement [Member] | Minimum [Member] | Development Milestones [Member] | |||||
Other Commitments [Line Items] | |||||
Milestones payments | $ 1,000 | ||||
License Agreement [Member] | Minimum [Member] | JJEI [Member] | |||||
Other Commitments [Line Items] | |||||
Range of royalties based on sales, percentage | 1.00% | ||||
Breach Of License Agreement [Member] | |||||
Other Commitments [Line Items] | |||||
License agreement termination period | 60 days | ||||
Research And Development Service [Member] | Cipla Technologies LLC [Member] | Cipla Agreement [Member] | |||||
Other Commitments [Line Items] | |||||
Revenue recognized | $ 6,298 | ||||
Proceeds from up front fee | 12,000 | ||||
Irrevocable License | Cipla Technologies LLC [Member] | Cipla Agreement [Member] | |||||
Other Commitments [Line Items] | |||||
Revenue recognized | 1,612 | ||||
Proceeds from up front fee | $ 10,000 |
Debt - Loan and Security Agreem
Debt - Loan and Security Agreement and Warrant Agreement - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Jun. 11, 2015 | |
Debt Instrument [Line Items] | ||
Remaining interest expense | $ 186 | |
Hercules Loan and Security Agreement [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Term loan principal amount | $ 7,000 | |
Interest expense | 186 | |
Interest expense payable in cash | 131 | |
Remaining interest expense | 151 | |
End of term fee | 20 | |
Accretion of debt discount | 35 | |
Debt issuance costs | $ 3 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Vacation | $ 42 | $ 59 |
Wages and incentive | 527 | 915 |
Clinical & consulting | 1,820 | 517 |
Legal & patent | 85 | 67 |
Deferred rent | 67 | |
Other expenses | 40 | 71 |
Total accrued expenses | $ 2,514 | $ 1,696 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands | Apr. 08, 2019USD ($)$ / sharesshares | Feb. 12, 2019USD ($)$ / sharesshares | Feb. 04, 2019$ / sharesshares | Feb. 04, 2019$ / sharesshares | Dec. 03, 2018USD ($) | Apr. 04, 2018USD ($)shares | Apr. 03, 2018USD ($)$ / sharesshares | Jan. 31, 2019shares | Nov. 29, 2018USD ($)$ / sharesshares | Apr. 30, 2018USD ($)shares | Sep. 30, 2019USD ($)$ / shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Aug. 12, 2019 | Feb. 03, 2019$ / shares |
Temporary Equity [Line Items] | ||||||||||||||||
Sale of stock, number of shares sold in transaction | 1,706,484 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Average selling price of common stock | $ / shares | $ 1.465 | $ 3.10 | ||||||||||||||
Number of shares issued and sold | 697,500 | |||||||||||||||
Number of warrants exercised | 15,000 | |||||||||||||||
Issuance of common stock shares | 797,334 | |||||||||||||||
Proceeds from Issuance of Warrants | $ | $ 2,162 | $ 160 | ||||||||||||||
Class of Warrant or Right Issued | 110,922 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.8313 | $ 2.125 | $ 2.125 | $ 7.50 | ||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 2,500 | |||||||||||||||
Proceeds from Issuance of Common Stock and Warrants | $ | $ 17,545 | $ 19,297 | ||||||||||||||
Class of warrant or right fair value per warrant | 1.2632% | 0.5314% | ||||||||||||||
No of warrants exercised | 8,647,112 | |||||||||||||||
No of shares issued and sold | 697,500 | |||||||||||||||
Warrants Exercise Price | $ / shares | $ 3.90 | |||||||||||||||
Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Payment of commissions and other issuance cost | $ | $ 1,904 | $ 1,505 | ||||||||||||||
Proceeds from sale of common stock | $ | $ 14,517 | |||||||||||||||
Underwriting Agreement [Member] | Estimate of Fair Value Measurement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of warrant or right fair value per warrant | 0.997% | |||||||||||||||
Investor [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Stock issued during period, shares | 1,706,484 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.34 | $ 1.34 | ||||||||||||||
Class of warrant or right fair value per warrant | 0.5962% | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Payment of commissions and other issuance cost | $ | $ 691 | $ 2,595 | ||||||||||||||
Proceeds from sale of common stock | $ | $ 2,979 | $ 17,705 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 226.60 | |||||||||||||||
Proceeds from Warrant Exercises | $ | $ 70 | |||||||||||||||
Gross Proceeds Up To Five Thousand [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Commission rate on sale of stock | 7 | 7 | ||||||||||||||
Gross Proceeds In Excess Of Five Thousand [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Commission rate on sale of stock | 6.5 | |||||||||||||||
Series A Warrant [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.50 | |||||||||||||||
Series A Warrant [Member] | Warrant [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of Warrant or Right Issued | 2,465,000 | |||||||||||||||
Prefunded Warrants Issued [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.20 | |||||||||||||||
Prefunded Warrants Issued [Member] | Warrant [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of Warrant or Right Issued | 697,500 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Number of shares issued and sold | 5,714,508 | 2,044,266 | ||||||||||||||
Proceeds from Issuance of Warrants | $ | $ 90 | |||||||||||||||
No of shares issued and sold | 5,714,508 | 2,044,266 | ||||||||||||||
Common Stock [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Common Units [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Proceeds from sale of common stock | $ | $ 16,470 | $ 15,944 | ||||||||||||||
Common Units [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Proceeds from sale of common stock | $ | $ 15,197 | |||||||||||||||
Average selling price of common stock | $ / shares | $ 1.35 | $ 6.50 | ||||||||||||||
Number of shares issued and sold | 1,719,554 | 1,566,000 | ||||||||||||||
No of shares issued and sold | 1,719,554 | 1,566,000 | ||||||||||||||
Common Units [Member] | Common Stock [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Prefunded Units [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Average selling price of common stock | $ / shares | $ 1.34 | $ 6.40 | ||||||||||||||
Gross proceeds from sale of shares | $ | $ 2,930 | |||||||||||||||
Number of shares issued and sold | 8,947,112 | 784,000 | ||||||||||||||
No of shares issued and sold | 8,947,112 | 784,000 | ||||||||||||||
Pre Funded Warrants [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Number of shares issued and sold | 300,000 | |||||||||||||||
No of shares issued and sold | 300,000 | |||||||||||||||
Pre Funded Warrants [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Gross proceeds from sale of shares | $ | $ 78 | |||||||||||||||
Number of shares issued and sold | 783,707 | |||||||||||||||
No of shares issued and sold | 783,707 | |||||||||||||||
Maximum [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Gross proceeds from sale of shares | $ | $ 5,000 | |||||||||||||||
Minimum [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Gross proceeds from sale of shares | $ | $ 5,000 | |||||||||||||||
BTIG LLC [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Fixed commission rate entitled to placement agent | 3.00% | |||||||||||||||
At the Market Offering [Member] | BTIG LLC [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Sale of stock, number of shares sold in transaction | 123,266 | |||||||||||||||
Proceeds from sale of common stock | $ | $ 1,847 | |||||||||||||||
Fixed commission rate entitled to placement agent | 3.00% | |||||||||||||||
Average selling price of common stock | $ / shares | $ 15.40 | |||||||||||||||
Gross proceeds from sale of shares | $ | $ 1,904 | |||||||||||||||
At the Market Offering [Member] | BTIG LLC [Member] | Maximum [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Aggregate offering on sale of common stock | $ | $ 11,000 | |||||||||||||||
Registered Direct Offering [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Sale of stock, number of shares sold in transaction | 240,000 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Sale of stock, price per share | $ / shares | $ 3.20 | |||||||||||||||
Proceeds from sale of common stock | $ | $ 768 | |||||||||||||||
Over-Allotment Option [Member] | Common Units [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Number of shares issued and sold | 1,599,999 | 115,000 | ||||||||||||||
No of shares issued and sold | 1,599,999 | 115,000 | ||||||||||||||
Private Placement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of Warrant or Right Issued | 937,500 | |||||||||||||||
Confidential Marketed Public Offering [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Sale of stock, number of shares sold in transaction | 532,353 | 156,118 | ||||||||||||||
Average selling price of common stock | $ / shares | $ 1.70 | $ 1.70 | ||||||||||||||
Class of Warrant or Right Issued | 34,605 | 10,151 | ||||||||||||||
Proceeds from Issuance of Common Stock and Warrants | $ | $ 1,170 | |||||||||||||||
Confidential Marketed Public Offering [Member] | Estimate of Fair Value Measurement [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of warrant or right fair value per warrant | 1.1946% | 1.1946% | 0.9332% | |||||||||||||
IPO [Member] | Underwriter Warrants [Member] | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.6875 |
Warrants - Summary of rollforwa
Warrants - Summary of rollforward of the common stock warrants outstanding (Details) - USD ($) | Feb. 12, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Issued | 110,922 | |||
Weighted average exercise price, Warrants issued | $ / shares | $ 10.78 | |||
Weighted average remaining contractual term, Ending balance | 4 years 3 months 18 days | 2 years 5 months 8 days | ||
Aggregate intrinsic value, Beginning balance | $ | $ 0 | $ 0 | ||
Aggregate intrinsic value, Ending balance | $ | $ 0 | $ 0 | $ 0 | |
Warrants Issued [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Weighted average exercise price, Warrants issued | $ / shares | $ 3.90 | |||
Weighted average exercise price, Warrants exercised | $ / shares | 1.37 | |||
Pre-funded warrants issued [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Weighted average exercise price, Warrants issued | $ / shares | 6.50 | $ 0.01 | ||
Weighted average exercise price, Warrants exercised | $ / shares | 0.01 | |||
Pre-funded warrants exercised [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Weighted average exercise price, Warrants exercised | $ / shares | $ 0.01 | (6.50) | ||
Series A warrants issued [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Weighted average exercise price, Warrants issued | $ / shares | 6.50 | |||
Series A warrants expired [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Weighted average exercise price, Warrants issued | $ / shares | (6.50) | |||
Series B warrants issued [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Weighted average exercise price, Warrants issued | $ / shares | $ 7.50 | |||
Common Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants, Outstanding, Beginning balance | shares | 3,730,944 | 328,444 | ||
Number of warrants, Outstanding, Ending balance | shares | 18,653,195 | 3,730,944 | 328,444 | |
Weighted average exercise price, Beginning balance | $ / shares | $ 77.90 | |||
Weighted average exercise price, Ending balance | $ / shares | $ 3.61 | $ 77.90 | ||
Weighted average remaining contractual term, Ending balance | 4 years 2 months 1 day | |||
Common Warrants | Adjustment for Reverse Stock Split [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Adjustment for reverse stock split | 16 | (11) | ||
Common Warrants | Warrants Issued [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Issued | 14,926,161 | 937,500 | ||
Common Warrants | Pre-funded warrants issued [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Issued | 784,000 | |||
Common Warrants | Pre-funded warrants exercised [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Issued | (784,000) | |||
Common Warrants | Series A warrants issued [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Issued | 2,465,000 | |||
Common Warrants | Series A warrants expired [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Issued | (2,465,000) | |||
Common Warrants | Series B warrants issued [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Issued | 2,465,011 | |||
Common Warrants | Representative warrants expiration [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Expired | (3,926) | |||
Weighted average exercise price, Warrants exercised | $ / shares | $ 226.60 | |||
Pre Funded Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Issued | 697,500 | |||
Number of warrants, Outstanding, Ending balance | shares | 300,000 | |||
Pre Funded Warrants [Member] | Pre-funded warrants issued [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class Of Warrant Or Right Issued | 697,500 | |||
Aggregate intrinsic value, Warrants issued | $ 8,947,112 | |||
Pre Funded Warrants [Member] | Pre-funded warrants exercised [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Aggregate intrinsic value, Warrants issued | $ (9,344,612) |
Warrants - Summary of the Warra
Warrants - Summary of the Warrants Outstanding (Detail) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Feb. 12, 2019 | Feb. 04, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right [Line Items] | |||||
Warrants, Exercise Price | $ 7.50 | $ 1.8313 | $ 2.125 | ||
Warrants Outstanding | 18,953,195 | 4,428,444 | |||
Warrant [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Mar. 21, 2014 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 226.60 | ||||
Warrants, Expiration Date | Mar. 21, 2019 | ||||
Warrants Outstanding | 3,926 | ||||
Underwriter [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Feb. 12, 2019 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 1.8313 | ||||
Warrants, Expiration Date | Feb. 7, 2024 | ||||
Warrants Outstanding | 110,922 | ||||
Investor [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Feb. 12, 2019 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 1.34 | $ 1.34 | |||
Warrants, Expiration Date | Aug. 12, 2024 | ||||
Warrants Outstanding | 1,706,484 | ||||
Underwriter One [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Feb. 4, 2019 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 2.125 | ||||
Warrants, Expiration Date | Jan. 30, 2024 | ||||
Warrants Outstanding | 34,605 | ||||
Underwriter Two [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Jan. 31, 2019 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 2.125 | ||||
Warrants, Expiration Date | Jan. 26, 2024 | ||||
Warrants Outstanding | 10,151 | ||||
Underwriter Three [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Apr. 8, 2019 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 1.6875 | ||||
Warrants, Expiration Date | Apr. 3, 2024 | ||||
Warrants Outstanding | 797,334 | ||||
Warrants Issued [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Dec. 3, 2018 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 3.90 | ||||
Warrants, Expiration Date | Jun. 3, 2024 | ||||
Warrants Outstanding | 937,500 | 937,500 | |||
Prefunded Warrants Issued [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Dec. 3, 2018 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 3.20 | ||||
Warrants Outstanding | 697,500 | ||||
Public Offering One [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Apr. 3, 2018 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 7.50 | ||||
Warrants, Expiration Date | Apr. 3, 2023 | ||||
Warrants Outstanding | 2,350,011 | 2,407,511 | |||
Public Offering Two [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Apr. 4, 2018 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 7.50 | ||||
Warrants, Expiration Date | Apr. 4, 2023 | ||||
Warrants Outstanding | 115,000 | 57,500 | |||
Private Placement Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Jun. 15, 2015 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 75.50 | ||||
Warrants Outstanding | 319,008 | 319,008 | |||
Hercules Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Jun. 15, 2015 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 83.50 | ||||
Warrants, Expiration Date | Jun. 16, 2020 | ||||
Warrants Outstanding | 2,515 | 2,515 | |||
MTS Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Aug. 31, 2015 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 118 | ||||
Warrants, Expiration Date | Aug. 31, 2020 | ||||
Warrants Outstanding | 3,000 | 3,000 | |||
Public Offering Three [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Apr. 8, 2019 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 0.01 | ||||
Warrants Outstanding | 300,000 | ||||
Public Offering Four [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, Issue Date | Apr. 8, 2019 | ||||
Warrants, Classification | Equity | ||||
Warrants, Exercise Price | $ 1.35 | ||||
Warrants, Expiration Date | Apr. 8, 2024 | ||||
Warrants Outstanding | 12,266,665 | ||||
Adjustment for Reverse Stock Split [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants Outstanding | (16) |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)Installmentshares | Sep. 30, 2019shares | Dec. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding | 900,003 | 972,569 | |
Number of options to purchase common stock, Granted | 651,600 | ||
Unrecognized stock-based compensation expenses | $ | $ 746 | ||
Unrecognized stock-based compensation expense, period for recognition | 1 year 10 months 17 days | ||
Employee Stock Option [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options to purchase common stock, Granted | 561,600 | ||
Employee Stock Option [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options to purchase common stock, Granted | 90,000 | ||
Employee Stock Option [Member] | Time Based Options Vesting 36 Month [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 36 months | ||
Award vesting percentage | 25.00% | ||
Number of equal vesting installments | Installment | 36 | ||
Award vesting term | 25% at the one year anniversary of the Vesting Start Date and the remainder in 36 equal monthly installments beginning in the thirteenth month after the Vesting Start Date | ||
Employee Stock Option [Member] | Time Based Options Vesting 48 Month [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 48 months | ||
Award vesting percentage | 25.00% | ||
Number of equal vesting installments | Installment | 36 | ||
Award vesting term | 25% at the time of grant and the remainder in 36 equal monthly installments beginning in the first month after the Vesting Start Date | ||
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate shares of Common Stock that may be delivered under options outstanding | 4,060,000 | 1,250,000 | |
Shares available for future grant | 3,121,545 | 272,219 | |
Legacy Share Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding | 15,865 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of options, Outstanding beginning balance | 972,569 | ||
Number of options, Granted | 651,600 | ||
Number of options, Forfeited or expired | (724,166) | ||
Number of options, Outstanding ending balance | 900,003 | 972,569 | |
Number of options, Exercisable | 401,453 | ||
Weighted average exercise price, Outstanding beginning balance | $ 23.85 | ||
Weighted average exercise price, Granted | 1.06 | ||
Weighted average exercise price, Forfeited or expired | 18.54 | ||
Weighted average exercise price, Outstanding ending balance | $ 11.63 | $ 23.85 | |
Weighted average exercise price, Exercisable | $ 23.14 | ||
Weighted average remaining contractual term, ending balance | 8 years 6 months 7 days | 8 years 5 months 15 days | |
Weighted average remaining contractual term, Exercisable | 7 years 8 months 15 days | ||
Aggregate intrinsic value, beginning balance | $ 0 | ||
Aggregate intrinsic value, Outstanding | 0 | ||
Aggregate intrinsic value, Exercisable | $ 0 |
Share-Based Compensation - Esti
Share-Based Compensation - Estimated Fair Values of Employee Stock Options Granted (Detail) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life (years) | 6 years 7 days | 5 years 6 months 29 days |
Risk-free interest rate | 2.22% | 2.77% |
Expected volatility | 74.14% | 79.67% |
Expected dividend yield | 0.00% | 0.00% |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 2,066 | $ 2,973 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 156 | 970 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 1,910 | $ 2,003 |
Commitments and Contingencies -
Commitments and Contingencies - Components of Lease Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease, Cost [Abstract] | |
Fixed lease cost | $ 654 |
Variable lease cost | |
Total lease cost | 654 |
Other information | |
Short term, immaterial office equipment lease obligation | 5 |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | 676 |
Right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | $ 1,213 |
Weighted-average remaining lease term - operating leases | 1 year |
Weighted-average discount rate - operating leases | 7.44% |
Commitments and Contingencies_2
Commitments and Contingencies - Balance Sheet Classification (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Right Of Use Assets [Abstract] | ||
Operating Lease Assets | $ 630 | $ 1,213 |
Total Lease Assets | $ 630 |
Commitments and Contingencies_3
Commitments and Contingencies - Maturities of lease liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2020 | $ 698 | |
Total lease payments | 698 | |
Less: interest | (23) | |
Total lease liabilities | 675 | |
Lease liabilities — short term | 675 | $ 1,280 |
Lease liabilities — long term | ||
Total lease liabilities | $ 675 |
Commitments and Contingencies_4
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Research and Development Contracts [Member] | |
Commitment And Contingencies [Line Items] | |
Commitments | $ 4,569 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under the Non-Cancelable Operating Lease for Office and Lab Space (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 676 |
2020 | 698 |
Total lease payments | $ 1,374 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards for federal income tax purposes | $ 37,602 | |
Net operating loss carryforwards for state income tax purposes | $ 18,674 | |
Net operating loss carryforwards, expiration date description | various dates from 2023 through 2039 | |
Research and development credit | $ 382 | $ 3,170 |
Research and development credit, expiration date description | various dates from 2022 through 2039. | |
Increase in deferred tax assets valuation allowance | $ 33,175 | |
Federal net operating losses | $ 37,602 | |
Percentage utilization | 80.00% | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards for federal income tax purposes | $ 30,102 | |
Research and development credit | 318 | |
Federal net operating losses | 30,102 | |
Operating loss carryforwards subject to expiration | 7,500 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credit | 81 | |
Operating loss carryforwards subject to expiration | $ 18,674 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Expected Income Tax Benefit Computed Using Federal Statutory Income Tax Rate To Company's Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Income tax computed at federal statutory tax rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 3.90% | 6.20% |
Research and development credits | 2.00% | 1.90% |
Expiration of stock options | (7.30%) | 0.00% |
Write-down of goodwill asset | (7.40%) | (0.10%) |
Permanent differences | (0.60%) | (0.50%) |
Limitations on Credits and Net Operating Losses | (171.30%) | 0.00% |
Other | (1.40%) | (0.30%) |
Change in valuation allowance | 161.10% | (28.20%) |
Total | 0.00% | 0.00% |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 9,077 | $ 37,640 |
Research and development credit carryforwards | 382 | 3,170 |
Capitalized start-up expenses | 711 | 851 |
Stock Compensation | 1,031 | 2,589 |
Lease Liability | 184 | |
Other | 382 | 520 |
Total deferred tax assets | 11,767 | 44,770 |
Deferred Tax Liabilities, Net [Abstract] | ||
Right of Use Asset | (172) | |
Total deferred tax liabilities | (172) | |
Valuation allowance | $ (11,595) | $ (44,770) |
Income Taxes - Summary of Roll-
Income Taxes - Summary of Roll-forward of Gross Uncertain Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 1,244 | $ 1,109 |
Additions for current year tax positions | 87 | 115 |
Reductions for prior year tax positions | (1,244) | |
Additions for prior year tax positions | 20 | |
Balance as of end of year | $ 87 | $ 1,244 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Diluted Weighted-Average Shares Outstanding Anti-Dilutive (Detail) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 19,553,198 | 4,703,517 |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 18,653,195 | 3,730,944 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 900,003 | 972,573 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 04, 2020 | Jan. 28, 2020 | Jan. 09, 2020 | Jan. 03, 2020 | Nov. 29, 2018 | Apr. 30, 2018 | Feb. 29, 2020 | Dec. 31, 2019 |
Number of Warrants Exercised | 15,000 | |||||||
Proceeds from Issuance of Warrants | $ 2,162 | $ 160 | ||||||
Shares Issued | 697,500 | |||||||
Pre-funded warrants exercised [Member] | ||||||||
Number of Warrants Exercised | 300,000 | |||||||
Proceeds from warrant excercises | $ 3 | |||||||
Subsequent Event [Member] | JJEI [Member] | License Development And Commercialisation Agreement [Member] | ||||||||
Payment received of License, Development and Commercialization agreement | $ 7,200 | |||||||
Subsequent Event [Member] | Directors Employees And Consultants [Member] | ||||||||
Stock Option Granted | 2,098,304 | |||||||
Subsequent Event [Member] | Pre-funded warrants exercised [Member] | ||||||||
Number of Warrants Exercised | 146,084 | 176,747 | ||||||
Proceeds from Issuance of Warrants | $ 239 | |||||||
Shares Issued | 30,000 | |||||||
Proceeds from Stock Options | $ 21 | |||||||
Stock Options Exercised | 19,997 |