Pulmatrix (PULM) 10-Q 11 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 10, 2021
Cover [Abstract]
Entity Registrant Name	Pulmatrix, Inc.
Entity Central Index Key	0001574235
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		56,249,062
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 63,445	$ 31,657
Accounts receivable	87	84
Prepaid expenses and other current assets	962	797
Total current assets	64,494	32,538
Property and equipment, net	325	361
Operating lease right-of-use asset	1,250	1,489
Long-term restricted cash	204	204
Goodwill	3,577	3,577
Total assets	69,850	38,169
Current liabilities:
Accounts payable	918	925
Accrued expenses	1,868	2,028
Operating lease liability	1,159	1,135
Deferred revenue	3,143	4,166
Total current liabilities	7,088	8,254
Deferred revenue, net of current portion	5,810	6,168
Operating lease liability, net of current portion	306	608
Total liabilities	13,204	15,030
Commitments (Note10)
Stockholders' equity:
Preferred stock, $0.0001 par value - 500,000 authorized and 0 issued and outstanding at March 31, 2021 and December 31, 2020
Common stock, $0.0001 par value - 200,000,000 shares authorized; 56,249,062 and 36,105,097 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively.	6	4
Additional paid-in capital	295,213	257,604
Accumulated deficit	(238,573)	(234,469)
Total stockholders' equity	56,646	23,139
Total liabilities and stockholders' equity	$ 69,850	$ 38,169

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
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	56,249,062	36,105,097
Common stock, shares outstanding	56,249,062	36,105,097

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenues	$ 1,390	$ 2,762
Operating expenses
Research and development	3,856	5,287
General and administrative	1,619	2,212
Total operating expenses	5,475	7,499
Loss from operations	(4,085)	(4,737)
Other income (expense)
Interest income	3	52
Other expenses, net	(22)	(1)
Net loss	$ (4,104)	$ (4,686)
Net loss per share, basic and diluted	$ (0.09)	$ (0.23)
Weighted average shares used to compute basic and diluted net loss per share	46,032,195	20,469,457

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2019	$ 2	$ 226,178	$ (215,161)	$ 11,019
Balance, shares at Dec. 31, 2019	19,994,560
Exercise of pre-funded warrants
Exercise of pre-funded warrants, shares	300,000
Exercise of common stock options		21		21
Exercise of common stock options, shares	19,997
Exercise of warrants		239		239
Exercise of warrants, shares	206,747
Share-based compensation		343		343
Net loss			(4,686)	(4,686)
Balance at Mar. 31, 2020	$ 2	226,781	(219,847)	6,936
Balance, shares at Mar. 31, 2020	20,521,304
Balance at Dec. 31, 2020	$ 4	257,604	(234,469)	23,139
Balance, shares at Dec. 31, 2020	36,105,097
Issuance of common stock, net of issuance costs	$ 2	37,077		37,079
Issuance of common stock, net of issuance costs, shares	20,000,000
Exercise of warrants		204		204
Exercise of warrants, shares	143,965
Share-based compensation		328		328
Net loss			(4,104)	(4,104)
Balance at Mar. 31, 2021	$ 6	$ 295,213	$ (238,573)	$ 56,646
Balance, shares at Mar. 31, 2021	56,249,062

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (4,104)	$ (4,686)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	51	51
Amortization of operating lease right-of-use asset	239	153
Stock-based compensation	328	343
Changes in operating assets and liabilities:
Accounts receivable	(3)	7,200
Prepaid expenses and other current assets	(165)	(1,068)
Accounts payable	(22)	672
Accrued expenses	(160)	1,034
Operating lease liability	(278)	(164)
Deferred revenue	(1,381)	(2,737)
Net cash provided by (used in) operating activities	(5,495)	798
Cash flows from investing activities:
Purchases of property and equipment		(96)
Net cash used in investing activities		(96)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs	37,079
Proceeds from exercise of common stock options		21
Proceeds from exercise of warrants	204	239
Net cash provided by financing activities	37,283	260
Net increase (decrease) in cash, cash equivalents and restricted cash	31,788	962
Cash, cash equivalents and restricted cash - beginning of period	31,861	23,644
Cash, cash equivalents and restricted cash - end of period	63,649	24,606
Supplemental disclosures of non-cash investing and financing information:
Fixed asset purchases in accounts payable	$ 15	$ 2

Organization

Organization	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Organization	1. Organization Pulmatrix, Inc. (the “Company”) was incorporated in 2013 as a Delaware corporation. 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 dispersibility 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 ™

Summary of Significant Accounti

Summary of Significant Accounting Policies and Recent Accounting Standards	3 Months Ended
	Mar. 31, 2021
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 condensed consolidated financial statements of the Company included herein have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 23, 2021, and amended on March 26, 2021 (the “Annual Report”). In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2021. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2020, which are included in the Annual Report. Use of Estimates In preparing condensed consolidated financial statements in conformity with 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, valuing future expected costs in order to derive and recognize revenue, estimating the useful lives of depreciable and amortizable assets, interest borrowing rate, valuation allowance against deferred tax assets, goodwill impairment, and estimating the fair value of long-lived assets to assess whether impairment charges may apply. Concentrations of Credit Risk and Off-Balance Sheet Arrangements 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 has not incurred any losses to date. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash, checking accounts and money market accounts. The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the condensed consolidated balance sheets that sum to the total of the same amounts in the statement of cash flows. Three months ended March 31 2021 2020 Cash and cash equivalents $ 63,445 $ 24,402 Restricted cash 204 204 Total cash, cash equivalents and restricted cash $ 63,649 $ 24,606 Revenue Recognition The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. 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. Our principal sources of revenue during the reporting period were income that resulted through our collaborative arrangements and license agreements that related to the development and commercialization of Pulmazole and PUR1800, and from reimbursement of clinical study costs. In all instances, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, and collectability of the resulting receivable is reasonably assured. During the three months ended March 31, 2021, our principal source of revenue was income that resulted from the Cipla Agreement, the JJEI License Agreement and immaterial royalties from the Sensory Cloud Agreement. Milestone Payments At the inception of each arrangement that includes research or development milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. As of March 31, 2021, the Company has an active arrangement that contains a research or development milestone. Royalties. For arrangements that include sales-based royalties, including milestone payments upon first commercial sales and milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Company has recognized immaterial royalty revenue that resulted from the Sensory Cloud licensing arrangement. Research and Development Costs Research and development costs are expensed as incurred and include: salaries, benefits, bonus, share-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, 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 contract research organizations (“CROs”) to carry out our clinical development activities and third-party contract manufacturing organizations (“CMOs”) to carry out our clinical manufacturing activities. 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. 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 reporting entity exceeds its fair value. The impact of the novel coronavirus (“COVID-19”) pandemic was considered in the Company’s qualitative assessment. Currently, there has not been a significant impact on the carrying value of the Company, but this factor will continue to be evaluated. Recently Issued Accounting Pronouncements There have been no new, or existing recently issued, accounting pronouncements that are of significance, or potential significance, that impact the Company’s condensed consolidated financial statements.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	3 Months Ended
	Mar. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid Expenses and Other Current Assets	3. Prepaid Expenses and Other Current Assets Prepaid expenses consisted of the following: At At December 31, 2020 Prepaid Insurance $ 172 $ 276 Prepaid Clinical Trials 455 317 Prepaid Other 269 130 Deferred Operating Costs 66 74 Total prepaid and other current assets $ 962 $ 797

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	4. Property and Equipment, Net At At Laboratory equipment $ 1,738 $ 1,702 Computer equipment 302 302 Office furniture and equipment 217 217 Leasehold improvements 596 596 Capital in progress 4 25 Total property and equipment 2,857 2,842 Less accumulated depreciation and amortization (2,532 ) (2,481 ) Property and equipment, net $ 325 $ 361

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2021
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	5. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: At At Accrued vacation $ 105 $ 56 Accrued wages and incentive 197 813 Accrued clinical & consulting 1,358 1,010 Accrued legal & patent 150 129 Accrued other expenses 58 20 Total accrued expenses $ 1,868 $ 2,028

Significant Agreements

Significant Agreements	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Significant Agreements	6. Significant Agreements License, Development and Commercialization Agreement with Johnson & Johnson Enterprise Innovation, Inc. (“JJEI”) On December 26, 2019, the Company entered into a License, Development and Commercialization Agreement (the “JJEI License Agreement”) with Johnson & Johnson Enterprise Innovation, Inc. Under the terms of the JJEI License Agreement, the Company has 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 is currently conducting a clinical and chronic toxicology program focused on chronic obstructive pulmonary diseases (“COPD”) and lung cancer interception. As consideration for the Company’s entry into the JJEI License Agreement, JJEI paid the Company an upfront fee of $7,200 to conduct research on the Phase 1b clinical study and will also fund $3,400 for 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 products licensed to JJEI (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. All rights to the in-licensed kinase inhibitor portfolio, including PUR1800 and PUR5700, will revert to Pulmatrix when the termination of the contract is effective on July 6, 2021 as JJEI exercised their option to terminate the Company’s license, development, and commercialization agreement in April 2021. The Company intends to continue the development of PUR1800, with ongoing clinical and toxicology studies to support programs in acute exacerbation of chronic obstructive pulmonary disease (“AECOPD”) and other chronic airway diseases. Accounting Treatment Revenue associated with the combined research and development services for the Licensed Product and the irrevocable license to the Assigned Assets (as defined below) 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 condensed consolidated balance sheet. During the three months ending March 31, 2021, the Company recognized $769 in revenue related to the license agreement in the Company’s condensed consolidated statement of operations. As of March 31, 2021, $1,224 was recorded as deferred revenue, all of which is current. The Company expects to recognize the deferred revenue according to costs incurred, through the termination date of the contract, which is July 6, 2021. Collaborations - Development and Commercialization Agreement with Cipla Technologies LLC (“Cipla”) The Company received a non-refundable upfront payment of $22,000 (the “Upfront Payment”) under the Development and Commercialization Agreement (the “Cipla Agreement”). Upon receipt of the Upfront Payment, the Company irrevocably assigned to Cipla the following assets, solely to the extent that each covers the Product in connection with any treatment, prevention, and/or diagnosis of diseases of the pulmonary system (“Pulmonary Indications”): all existing and future technologies, current and future drug master files, dossiers, third-party contracts, regulatory filings, regulatory materials and regulatory approvals, patents, and intellectual property rights, as well as any other associated rights and assets directly related to the Product, specifically in relation to Pulmonary Indications (collectively, the “Assigned Assets”), excluding most specifically the Company’s iSPERSE technology. 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 Party wishes to continue the development of the Product, it will have the right to purchase the rights of the Terminating Party in the Product at fair market value. If both the Company and Cipla abandon the development program, the Company and Cipla shall make commercially reasonable efforts to monetize the Product and development program in connection with the Pulmonary Indications. The Company and Cipla will equally share the proceeds. The Company conducted a Type C meeting with the Food and Drug Administration (the “FDA”) on January 27, 2021, and, leveraging the insights gained from this meeting, now plan to commence the Phase 2b clinical study when the risks of study conduct presented by the ongoing COVID-19 pandemic is reduced to an acceptable level. The Phase 2b clinical study design includes a 16-week dosing regimen as well as an exploration of potential efficacy endpoints, whereas the terminated Phase 2 study comprised only a 4 week dosing regimen with safety and tolerability as its primary endpoint. The longer dosing regimen of the planned new Phase 2b clinical study is supported by the 6-month inhalation toxicology study in dogs completed in April 2020. On May 10, 2021, the Company sent a letter to Cipla notifying Cipla that it is in material breach of the Cipla Agreement due to Cipla’s anticipatory breach of its obligation under the Agreement to fund 50% of the development costs for Pulmazole in accordance with the terms of the Cipla Agreement. Cipla has refused to approve the development plan and budget for the Phase 2b clinical study unless the Company accepts Cipla’s demands that the Company absorb a disproportionate amount of the costs and financial risks of the development plan. Accordingly, the Company has given Cipla 30 days from the date of the letter to reaffirm that it will perform the Cipla Agreement in accordance with its terms or the Company will exercise its contractual right to terminate the Cipla Agreement for Cipla’s material breach and reacquire all rights to Pulmazole for 25% of its fair market value. Accounting Treatment 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 Phase has not been included in the transaction price as such amounts are subject to the variable consideration constraint. Additionally, upon Commercialization, Cipla and the Company will share equally, both positive and negative total free cash-flows earned by Cipla in respect of the Product. However, the Company has not included such free cash-flows in the transaction price as these milestones are constrained until after the commercialization of the Product. 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 condensed consolidated balance sheet. The Company received the $22,000 upfront payment in May 2019. During the three months ended March 31, 2021, the Company recognized $490 in revenue related to the research and development services and $122 in revenue for the irrevocable license to the Assigned Assets in the Company’s condensed consolidated statements of operations. The aggregate amount of the transaction price related to the Company’s unsatisfied performance obligations and at March 31, 2021 the Company recorded $7,729 in deferred revenue, $1,919 of which 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.

Common Stock

Common Stock	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Common Stock	7. Common Stock 2021 Issuance of Common Stock On February 16, 2021, the Company closed on a registered direct offering with certain healthcare-focused institutional investors for the sale of 20,000,000 shares of its common stock for gross proceeds of $40,000, prior to deducting placement agent’s fees and other offering expenses. In connection with the offering, 1,300,000 warrants with a five-year expiry were issued to placement agent designees at an exercise price of $2.50 per share. The fair value of the placement agent warrants was $1.57 per share. The shares of common stock were offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-230225) previously filed with the SEC on March 12, 2019 and declared effective by the SEC on March 15, 2019. After giving effect to approximately $2,921 of fees and expenses related to the sale, the Company recorded net proceeds of $37,079. The estimated fair values of warrants granted during the three months ended March 31, 2021 were determined on the date of grant with the following assumptions using the Black-Scholes option-pricing model. There were no warrants granted during the three months ended March 31, 2020. For the three months ended March 31, 2021 Contractual term (years) 5.0 Risk-free interest rate 0.57% Expected volatility 105.77% Expected dividend yield 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 weighted average of the historical volatility for industry peers and our own volatility. The dividend yield considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future. Exercise of Warrants During the three months ended March 31, 2021 warrants to purchase 25,000 shares of common stock issued in July 2020, 100,000 shares of common stock issued in February 2019 and 18,965 shares of common stock issued in April 2019, were exercised for cash and the Company collected aggregate proceeds of $204. 2020 Exercise of Warrants On December 31, 2019, 300,000 pre-funded warrants were exercised, the Company collected proceeds of $3 and 300,000 shares of common stock were issued on January 2, 2020. During the three months ended March 31, 2020, warrants to purchase 176,747 shares of common stock issued in April 2019 were exercised for cash, and the Company collected proceeds of $239. During the three months ended March 31, 2020, 146,084 warrants issued in February 2019 were exercised on a cashless basis, and 30,000 shares of common stock were issued. Exercise of Stock Options During the three months ended March 31, 2020, stock options to buy 19,997 shares were exercised, and the Company collected proceeds of $21.

Warrants

Warrants	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Warrants	8. Warrants A rollforward of the common stock warrants outstanding at March 31, 2021 is as follows. Number of Weighted Weighted Aggregate Outstanding January 1, 2021 23,284,813 $ 3.41 3.3 $ — Warrants exercised (143,965 ) $ (1.42 ) Warrants issued 1,300,000 $ 2.50 Outstanding March 31, 2021 24,440,848 $ 3.37 3.2 $ — The following represents a summary of the warrants outstanding at each of the dates identified: Number of Shares Underlying Warrants For the Period Ended March 31 Issue Date Classification Exercise Price Expiration Date 2021 2020 February 16, 2021 Equity $ 2.50 February 11, 2026 1,300,000 — August 07, 2020 Equity $ 1.80 July 14, 2025 1,814,815 — August 07, 2020 Equity $ 2.25 July 14, 2025 218,713 — July 23, 2020 Equity $ 1.80 July 14, 2025 1,550,000 — July 13, 2020 Equity $ 2.25 July 14, 2025 436,860 — July 13, 2020 Equity $ 1.80 July 14, 2025 6,695,926 — April 20, 2020 Equity $ 1.55 April 20, 2022 4,787,553 — April 20, 2020 Equity $ 2.0888 April 20, 2022 311,191 — April 8, 2019 Equity $ 1.35 April 8, 2024 1,317,812 12,089,918 April 8, 2019 Equity $ 1.6875 April 3, 2024 797,334 797,334 February 12, 2019 Equity $ 1.8313 February 7, 2024 110,922 110,922 February 12, 2019 Equity $ 1.34 August 12, 2024 1,333,447 1,560,400 February 04, 2019 Equity $ 2.125 January 30, 2024 34,605 34,605 January 31, 2019 Equity $ 2.125 January 26, 2024 10,151 10,151 December 3, 2018 Equity $ 3.90 June 3, 2024 937,500 937,500 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 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 Total Outstanding 24,440,848 18,330,364

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Share-Based Compensation	9. Share-Based Compensation The Company sponsors the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan). As of March 31, 2021, the 2013 Plan provides for the grant of up to 4,060,000 shares of common stock, of which 1,092,017 shares remain available for future grant. In addition, the Company has two legacy plans: The Pulmatrix Operating’s 2013 Employee, Director and Consultant Equity Incentive Plan (the “Original 2013 Plan”) and Pulmatrix Operating’s 2003 Employee, Director, and Consultant Stock Plan (the “2003 Plan”). As of March 31, 2021, a total of 6,881 shares of common stock may be delivered under options outstanding under the Original 2013 Plan and the 2003 Plan, however no additional awards may be granted under the Original 2013 Plan or the 2003 Plan. Stock Options During the three months ended March 31, 2021, the Company granted 993,587 options to employees and directors. The fair value of the awards on the date of grant was $1,175. During the three months ended March 31, 2020, the Company granted 2,144,104 options to employees, directors, or consultants. The fair value of the awards on the date of grant was $2,498. The options vest over four years and expire ten years from the grant date for all options awarded during both years. The following table summarizes stock option activity for the three months ended March 31, 2021: Number of Weighted- Weighted- Aggregate Outstanding — January 1, 2021 2,899,837 $ 3.22 8.75 $ 60 Granted 993,587 $ 1.47 Forfeited or expired (120 ) $ 22.20 Outstanding — March 31, 2021 3,893,304 $ 2.77 8.84 $ 136 Exercisable — March 31, 2021 1,212,324 $ 5.61 8.22 $ 58 The estimated fair values of employee stock options granted during the three months ended March 31, 2021 and March 31, 2020, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: For the three months ended March 31, 2021 March 31, 2020 Expected option life (years) 5.96 5.92 Risk-free interest rate 0.58 % 1.68 % Expected volatility 104.81 % 93.88 % 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 weighted average of the historical volatility for industry peers and our own volatility. 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 March 31, 2021, there was $2,957 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 3.0 years. The following table presents total stock-based compensation expense for the three months ended March 31, 2021 and 2020: Three Months Ended 2021 2020 Research and development $ 56 $ 47 General and administrative 272 296 Total share-based compensation expense $ 328 $ 343

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	10. Commitments and Contingencies Research and Development Activities The Company contracts with various other organizations to conduct research and development activities. As of March 31, 2021, we had aggregate commitments to pay approximately $1,460 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 22,000 square feet of office and lab space in Lexington, Massachusetts under a lease that expires on June 30, 2022. The lease provides for base rent, and the Company is responsible for real estate taxes, maintenance, and other operating expenses applicable to the leased premises. The components of lease expense for the Company as of March 31, 2021 were as follows: For the Three Months Ended March 31, 2021 2020 Lease Cost: Fixed lease cost $ 259 $ 163 Variable lease cost 126 119 Total lease cost $ 385 $ 282 Maturities of lease liabilities due under these lease agreements as of March 31, 2021 are as follows: Operating Leases Maturity of lease liabilities: 2021 $ 896 2022 (half year) 615 Total lease payments 1,511 Less: interest (46 ) Total lease liabilities $ 1,465

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Net Loss Per Share	11. Net Loss Per Share The Company computes basic and diluted net loss per share using a methodology that gives effect to the impact of outstanding participating securities (the “two-class method”). As the three months ended March 31, 2021 and 2020, respectively, resulted in net losses attributable to common shareholders, there is no income allocation required under the two-class method or dilution attributed to weighted average shares outstanding in the calculation of diluted 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 March 31, 2021 2020 Options to purchase common stock 3,893,304 2,912,419 Warrants to purchase common stock 24,440,848 18,330,364 Total 28,334,152 21,242,783

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events On April 6, 2021, JJEI notified the Company that it was exercising its option to terminate the Company’s license, development and commercialization agreement. The contract will remain intact through July 6, 2021 when the termination becomes effective. There is no expected financial impact to the Company. On May 10, 2021, the Company sent a letter to Cipla notifying Cipla that it is in material breach of the Cipla Agreement due to Cipla’s anticipatory breach of its obligation under the Cipla Agreement to fund 50% of the development costs for Pulmazole (PUR 1900). Following the onset of the COVID-19 pandemic in March 2020, while the Company’s Phase 2a clinical trial was underway, Cipla notified the Company that it was no longer willing to continue the development of Pulmazole in accordance with the current cost sharing arrangements set forth in the Cipla Agreement and was seeking to amend the Cipla Agreement to shift a greater share of the development costs onto the Company. As a result of the COVID-19 pandemic, the Company, with Cipla’s consent, halted its Phase 2a clinical study for Pulmazole in July 2020. Since that time the Company has attempted to resolve Cipla’s demands through negotiation of an amendment to the Cipla Agreement while preparing to launch a new Phase 2b clinical study for Pulmazole. Based on the Company’s meeting with the FDA, the Company is in a position to commence work on the Phase 2b clinical study, however, despite several months of negotiations with Cipla, it has become apparent that the Company and Cipla will be unable to reach an agreement regarding an amendment to the Cipla Agreement. Cipla has refused to approve the development plan and budget for the Phase 2b clinical study unless the Company accepts Cipla’s demands that the Company absorb a disproportionate amount of the costs and financial risks of the development plan. Accordingly, the Company has given Cipla 30 days from the date of the letter to reaffirm that it will perform the Cipla Agreement in accordance with its terms or the Company will exercise its contractual right to terminate the agreement for Cipla’s material breach and reacquire all rights to Pulmazole for 25% of its fair market value. The Company has evaluated its events subsequent to March 31, 2021 to the date these condensed 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 condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Recent Accounting Standards (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements of the Company included herein have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 23, 2021, and amended on March 26, 2021 (the “Annual Report”). In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2021. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2020, which are included in the Annual Report.
Use of Estimates	Use of Estimates In preparing condensed consolidated financial statements in conformity with 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, valuing future expected costs in order to derive and recognize revenue, estimating the useful lives of depreciable and amortizable assets, interest borrowing rate, valuation allowance against deferred tax assets, goodwill impairment, and estimating the fair value of long-lived assets to assess whether impairment charges may apply.
Concentrations of Credit Risk and Off-Balance Sheet Arrangements	Concentrations of Credit Risk and Off-Balance Sheet Arrangements 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 has not incurred any losses to date. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash, checking accounts and money market accounts. The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the condensed consolidated balance sheets that sum to the total of the same amounts in the statement of cash flows. Three months ended March 31 2021 2020 Cash and cash equivalents $ 63,445 $ 24,402 Restricted cash 204 204 Total cash, cash equivalents and restricted cash $ 63,649 $ 24,606
Revenue Recognition	Revenue Recognition The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. 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. Our principal sources of revenue during the reporting period were income that resulted through our collaborative arrangements and license agreements that related to the development and commercialization of Pulmazole and PUR1800, and from reimbursement of clinical study costs. In all instances, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, and collectability of the resulting receivable is reasonably assured. During the three months ended March 31, 2021, our principal source of revenue was income that resulted from the Cipla Agreement, the JJEI License Agreement and immaterial royalties from the Sensory Cloud Agreement. Milestone Payments At the inception of each arrangement that includes research or development milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. As of March 31, 2021, the Company has an active arrangement that contains a research or development milestone. Royalties. For arrangements that include sales-based royalties, including milestone payments upon first commercial sales and milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Company has recognized immaterial royalty revenue that resulted from the Sensory Cloud licensing arrangement.
Research and Development Costs	Research and Development Costs Research and development costs are expensed as incurred and include: salaries, benefits, bonus, share-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, 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 contract research organizations (“CROs”) to carry out our clinical development activities and third-party contract manufacturing organizations (“CMOs”) to carry out our clinical manufacturing activities. 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.
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 reporting entity exceeds its fair value. The impact of the novel coronavirus (“COVID-19”) pandemic was considered in the Company’s qualitative assessment. Currently, there has not been a significant impact on the carrying value of the Company, but this factor will continue to be evaluated.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements There have been no new, or existing recently issued, accounting pronouncements that are of significance, or potential significance, that impact the Company’s condensed consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies and Recent Accounting Standards (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the condensed consolidated balance sheets that sum to the total of the same amounts in the statement of cash flows. Three months ended March 31 2021 2020 Cash and cash equivalents $ 63,445 $ 24,402 Restricted cash 204 204 Total cash, cash equivalents and restricted cash $ 63,649 $ 24,606

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Mar. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses consisted of the following: At At Prepaid Insurance $ 172 $ 276 Prepaid Clinical Trials 455 317 Prepaid Other 269 130 Deferred Operating Costs 66 74 Total prepaid and other current assets $ 962 $ 797

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	At At Laboratory equipment $ 1,738 $ 1,702 Computer equipment 302 302 Office furniture and equipment 217 217 Leasehold improvements 596 596 Capital in progress 4 25 Total property and equipment 2,857 2,842 Less accumulated depreciation and amortization (2,532 ) (2,481 ) Property and equipment, net $ 325 $ 361

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2021
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses consisted of the following: At At Accrued vacation $ 105 $ 56 Accrued wages and incentive 197 813 Accrued clinical & consulting 1,358 1,010 Accrued legal & patent 150 129 Accrued other expenses 58 20 Total accrued expenses $ 1,868 $ 2,028

Common Stock (Tables)

Common Stock (Tables)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Schedule of Warrants Assumptions	For the three months ended March 31, 2021 Contractual term (years) 5.0 Risk-free interest rate 0.57% Expected volatility 105.77% Expected dividend yield 0%

Warrants (Tables)

Warrants (Tables)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Schedule of Rollforward of Common Stock Warrants Outstanding	A rollforward of the common stock warrants outstanding at March 31, 2021 is as follows. Number of Weighted Weighted Aggregate Outstanding January 1, 2021 23,284,813 $ 3.41 3.3 $ — Warrants exercised (143,965 ) $ (1.42 ) Warrants issued 1,300,000 $ 2.50 Outstanding March 31, 2021 24,440,848 $ 3.37 3.2 $ —
Schedule of Warrants Outstanding	The following represents a summary of the warrants outstanding at each of the dates identified: Number of Shares Underlying Warrants For the Period Ended March 31 Issue Date Classification Exercise Price Expiration Date 2021 2020 February 16, 2021 Equity $ 2.50 February 11, 2026 1,300,000 — August 07, 2020 Equity $ 1.80 July 14, 2025 1,814,815 — August 07, 2020 Equity $ 2.25 July 14, 2025 218,713 — July 23, 2020 Equity $ 1.80 July 14, 2025 1,550,000 — July 13, 2020 Equity $ 2.25 July 14, 2025 436,860 — July 13, 2020 Equity $ 1.80 July 14, 2025 6,695,926 — April 20, 2020 Equity $ 1.55 April 20, 2022 4,787,553 — April 20, 2020 Equity $ 2.0888 April 20, 2022 311,191 — April 8, 2019 Equity $ 1.35 April 8, 2024 1,317,812 12,089,918 April 8, 2019 Equity $ 1.6875 April 3, 2024 797,334 797,334 February 12, 2019 Equity $ 1.8313 February 7, 2024 110,922 110,922 February 12, 2019 Equity $ 1.34 August 12, 2024 1,333,447 1,560,400 February 04, 2019 Equity $ 2.125 January 30, 2024 34,605 34,605 January 31, 2019 Equity $ 2.125 January 26, 2024 10,151 10,151 December 3, 2018 Equity $ 3.90 June 3, 2024 937,500 937,500 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 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 Total Outstanding 24,440,848 18,330,364

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Summary of Stock Option Activity	The following table summarizes stock option activity for the three months ended March 31, 2021: Number of Weighted- Weighted- Aggregate Outstanding — January 1, 2021 2,899,837 $ 3.22 8.75 $ 60 Granted 993,587 $ 1.47 Forfeited or expired (120 ) $ 22.20 Outstanding — March 31, 2021 3,893,304 $ 2.77 8.84 $ 136 Exercisable — March 31, 2021 1,212,324 $ 5.61 8.22 $ 58
Schedule of Calculation of Fair Value Assumptions	The estimated fair values of employee stock options granted during the three months ended March 31, 2021 and March 31, 2020, were determined on the date of grant using the Black-Scholes option-pricing model with the following assumptions: For the three months ended March 31, 2021 March 31, 2020 Expected option life (years) 5.96 5.92 Risk-free interest rate 0.58 % 1.68 % Expected volatility 104.81 % 93.88 % Expected dividend yield 0 % 0 %
Schedule of Stock-Based Compensation Expense	The following table presents total stock-based compensation expense for the three months ended March 31, 2021 and 2020: Three Months Ended 2021 2020 Research and development $ 56 $ 47 General and administrative 272 296 Total share-based compensation expense $ 328 $ 343

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Schedule of Components of Lease Expense	The components of lease expense for the Company as of March 31, 2021 were as follows: For the Three Months Ended March 31, 2021 2020 Lease Cost: Fixed lease cost $ 259 $ 163 Variable lease cost 126 119 Total lease cost $ 385 $ 282
Schedule of Maturities of Lease Liabilities	Maturities of lease liabilities due under these lease agreements as of March 31, 2021 are as follows: Operating Leases Maturity of lease liabilities: 2021 $ 896 2022 (half year) 615 Total lease payments 1,511 Less: interest (46 ) Total lease liabilities $ 1,465

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Schedule of Computation of Anti-Dilutive Weighted-Average Shares Outstanding	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 March 31, 2021 2020 Options to purchase common stock 3,893,304 2,912,419 Warrants to purchase common stock 24,440,848 18,330,364 Total 28,334,152 21,242,783

Summary of Significant Accoun_4

Summary of Significant Accounting Policies and Recent Accounting Standards - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 63,445	$ 31,657	$ 24,402
Restricted cash	204		204
Total cash, cash equivalents and restricted cash	$ 63,649		$ 24,606

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid Insurance	$ 172	$ 276
Prepaid Clinical Trials	455	317
Prepaid Other	269	130
Deferred Operating Costs	66	74
Total prepaid and other current assets	$ 962	$ 797

Property and Equipment, Net - S

Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,857	$ 2,842
Less accumulated depreciation and amortization	(2,532)	(2,481)
Property and equipment, net	325	361
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,738	1,702
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	302	302
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	217	217
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	596	596
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 4	$ 25

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued vacation	$ 105	$ 56
Accrued wages and incentive	197	813
Accrued clinical & consulting	1,358	1,010
Accrued legal & patent	150	129
Accrued other expenses	58	20
Total accrued expenses	$ 1,868	$ 2,028

Significant Agreements (Details

Significant Agreements (Details Narrative) - USD ($) $ in Thousands	May 10, 2021	Dec. 26, 2019	May 31, 2019	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Other Commitments [Line Items]
Research and development expense				$ 3,856	$ 5,287
Revenue recognized				1,390	$ 2,762
Deferred revenue				1,224
Deferred revenue current				3,143		$ 4,166
License Agreement [Member]
Other Commitments [Line Items]
Revenue recognized				769
Cipla Agreement [Member]
Other Commitments [Line Items]
Breach of contract percentage	50.00%
Fair market value of contracts percentage	25.00%
Cipla Agreement [Member] | Cipla Technologies LLC [Member]
Other Commitments [Line Items]
Proceeds from upfront fee			$ 22,000
Deferred revenue				7,729
Transaction price				22,000
Deferred revenue current				1,919
Cipla Agreement [Member] | Cipla Technologies LLC [Member] | Research and Development Service [Member]
Other Commitments [Line Items]
Revenue recognized				490
Transaction price				12,000
Cipla Agreement [Member] | Cipla Technologies LLC [Member] | Irrevocable License [Member]
Other Commitments [Line Items]
Revenue recognized				122
Transaction price				$ 10,000
Breach Of License Agreement [Member]
Other Commitments [Line Items]
License agreement termination period		30 days
Development Milestones [Member]
Other Commitments [Line Items]
Milestone payment eligible		$ 32,000
JJEI [Member]
Other Commitments [Line Items]
Proceeds from upfront fee		7,200
Research and development expense		$ 3,400
JJEI [Member] | License Agreement Terms [Member] | Minimum [Member]
Other Commitments [Line Items]
Range of royalties based on sales, percentage		1.00%
JJEI [Member] | License Agreement Terms [Member] | Maximum [Member]
Other Commitments [Line Items]
Range of royalties based on sales, percentage		2.00%
JJEI [Member] | Phase 1b Study of Products Licensed [Member]
Other Commitments [Line Items]
Milestone payment eligible		$ 2,000
JJEI [Member] | Option Exercise 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

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 16, 2021	Feb. 04, 2020	Dec. 31, 2019	Mar. 31, 2021	Mar. 31, 2020	Jul. 31, 2020	Apr. 30, 2019	Feb. 28, 2019
Gross proceeds from sale of common stock				$ 37,079
Proceeds from issuance of common stock, net of issuance costs				$ 37,079
Employee Stock Option [Member]
Number of stock options shares exercised					19,997
Proceeds from sale of stock					$ 21
Warrants [Member]
Number of common stock shares issued		30,000
Warrants to purchase shares of common stock		146,084		24,440,848	18,330,364	25,000	18,965	100,000
Proceeds from warrants exercised				$ 204	$ 239
Pre-funded Member [Member]
Number of common stock shares issued			300,000
Warrants to purchase shares of common stock			300,000
Proceeds from warrants exercised			$ 3
Warrants [Member]
Warrants to purchase shares of common stock					176,747
Institutional Investors [Member] | Direct Offering [Member]
Number of common stock shares issued	20,000,000
Gross proceeds from sale of common stock	$ 40,000
Proceeds from issuance of common stock, net of issuance costs	37,079
Payment of commissions and other issuance cost	$ 2,921
Placement Agents [Member] | Direct Offering [Member]
Warrant issued	1,300,000
Warrants term	5 years
Warrant exercise price per share	$ 2.50
Warrant fair value price per share	$ 1.57

Common Stock- Schedule of Warra

Common Stock- Schedule of Warrants Assumptions (Details)	Mar. 31, 2021
Contractual Term (Years) [Member]
Warrants, measurement input, term	5 years
Risk-Free Interest Rate [Member]
Warrants, measurement input, percentage	0.57
Expected Volatility [Member]
Warrants, measurement input, percentage	105.77
Expected Dividend Yield [Member]
Warrants, measurement input, percentage	0

Warrants - Schedule of Rollforw

Warrants - Schedule of Rollforward of Common Stock Warrants Outstanding (Details) - Warrants [Member]	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Number of Common Warrants, Outstanding, Beginning Balance | shares	23,284,813
Number of Common Warrants, Warrants exercised | shares	(143,965)
Number of Common Warrants, Warrants issued | shares	1,300,000
Number of Common Warrants, Outstanding, Ending Balance | shares	24,440,848
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares	$ 3.41
Weighted Average Exercise Price, Warrants exercised | $ / shares	(1.42)
Weighted Average Exercise Price, Warrants issued | $ / shares	2.50
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares	$ 3.37
Weighted Average Remaining Contractual Term (Years), Outstanding, Beginning Balance	3 years 3 months 19 days
Weighted Average Remaining Contractual Term (Years), Outstanding, Ending balance	3 years 2 months 12 days
Aggregate Intrinsic Value, Outstanding, Beginning balance | $
Aggregate Intrinsic Value, Outstanding, Ending balance | $

Warrants - Schedule of Warrants

Warrants - Schedule of Warrants Outstanding (Details) - $ / shares	3 Months Ended
	Mar. 31, 2021	Jul. 31, 2020	Mar. 31, 2020	Feb. 04, 2020	Apr. 30, 2019	Feb. 28, 2019
Warrant One [Member]
Warrants, Issue Date	Feb. 16, 2021
Warrants, Classification	Equity
Warrants, Exercise Price	$ 2.50
Warrants, Expiration Date	Feb. 11, 2026
Number of Shares Underlying Warrants	1,300,000
Warrant Two [Member]
Warrants, Issue Date	Aug. 7, 2020
Warrants, Classification	Equity
Warrants, Exercise Price	$ 1.80
Warrants, Expiration Date	Jul. 14, 2025
Number of Shares Underlying Warrants	1,814,815
Warrant Three [Member]
Warrants, Issue Date	Aug. 7, 2020
Warrants, Classification	Equity
Warrants, Exercise Price	$ 2.25
Warrants, Expiration Date	Jul. 14, 2025
Number of Shares Underlying Warrants	218,713
Warrant Four [Member]
Warrants, Issue Date	Jul. 23, 2020
Warrants, Classification	Equity
Warrants, Exercise Price	$ 1.80
Warrants, Expiration Date	Jul. 14, 2025
Number of Shares Underlying Warrants	1,550,000
Warrant Five [Member]
Warrants, Issue Date	Jul. 13, 2020
Warrants, Classification	Equity
Warrants, Exercise Price	$ 2.25
Warrants, Expiration Date	Jul. 14, 2025
Number of Shares Underlying Warrants	436,860
Warrant Six [Member]
Warrants, Issue Date	Jul. 13, 2020
Warrants, Classification	Equity
Warrants, Exercise Price	$ 1.80
Warrants, Expiration Date	Jul. 14, 2025
Number of Shares Underlying Warrants	6,695,926
Warrant Seven [Member]
Warrants, Issue Date	Apr. 20, 2020
Warrants, Classification	Equity
Warrants, Exercise Price	$ 1.55
Warrants, Expiration Date	Apr. 20, 2022
Number of Shares Underlying Warrants	4,787,553
Warrant Eight [Member]
Warrants, Issue Date	Apr. 20, 2020
Warrants, Classification	Equity
Warrants, Exercise Price	$ 2.09
Warrants, Expiration Date	Apr. 20, 2022
Number of Shares Underlying Warrants	311,191
Warrant Nine [Member]
Warrants, Issue Date	Apr. 8, 2019
Warrants, Classification	Equity
Warrants, Exercise Price	$ 1.35
Warrants, Expiration Date	Apr. 8, 2024
Number of Shares Underlying Warrants	1,317,812		12,089,918
Warrant Ten [Member]
Warrants, Issue Date	Apr. 8, 2019
Warrants, Classification	Equity
Warrants, Exercise Price	$ 1.6875
Warrants, Expiration Date	Apr. 3, 2024
Number of Shares Underlying Warrants	797,334		797,334
Warrant Eleven [Member]
Warrants, Issue Date	Feb. 12, 2019
Warrants, Classification	Equity
Warrants, Exercise Price	$ 1.8313
Warrants, Expiration Date	Feb. 7, 2024
Number of Shares Underlying Warrants	110,922		110,922
Warrant Twelve [Member]
Warrants, Issue Date	Feb. 12, 2019
Warrants, Classification	Equity
Warrants, Exercise Price	$ 1.34
Warrants, Expiration Date	Aug. 12, 2024
Number of Shares Underlying Warrants	1,333,447		1,560,400
Warrant Thirteen [Member]
Warrants, Issue Date	Feb. 4, 2019
Warrants, Classification	Equity
Warrants, Exercise Price	$ 2.125
Warrants, Expiration Date	Jan. 30, 2024
Number of Shares Underlying Warrants	34,605		34,605
Warrant Fourteen [Member]
Warrants, Issue Date	Jan. 31, 2019
Warrants, Classification	Equity
Warrants, Exercise Price	$ 2.125
Warrants, Expiration Date	Jan. 26, 2024
Number of Shares Underlying Warrants	10,151		10,151
Warrant Fifteen [Member]
Warrants, Issue Date	Dec. 3, 2018
Warrants, Classification	Equity
Warrants, Exercise Price	$ 3.90
Warrants, Expiration Date	Jun. 3, 2024
Number of Shares Underlying Warrants	937,500		937,500
Warrant Sixteen [Member]
Warrants, Issue Date	Apr. 3, 2018
Warrants, Classification	Equity
Warrants, Exercise Price	$ 7.50
Warrants, Expiration Date	Apr. 3, 2023
Number of Shares Underlying Warrants	2,350,011		2,350,011
Warrant Seventeen [Member]
Warrants, Issue Date	Apr. 4, 2018
Warrants, Classification	Equity
Warrants, Exercise Price	$ 7.50
Warrants, Expiration Date	Apr. 4, 2023
Number of Shares Underlying Warrants	115,000		115,000
Warrant Eighteen [Member]
Warrants, Issue Date	Aug. 31, 2015
Warrants, Classification	Equity
Warrants, Exercise Price	$ 118
Warrants, Expiration Date	Aug. 31, 2020
Number of Shares Underlying Warrants			3,000
Warrant Nineteen [Member]
Warrants, Issue Date	Jun. 15, 2015
Warrants, Classification	Equity
Warrants, Exercise Price	$ 75.50
Warrants, Expiration Date, Description	Five years after milestone achievement
Number of Shares Underlying Warrants	319,008		319,008
Warrant Twenty [Member]
Warrants, Issue Date	Jun. 15, 2015
Warrants, Classification	Equity
Warrants, Exercise Price	$ 83.50
Warrants, Expiration Date	Jun. 16, 2020
Number of Shares Underlying Warrants			2,515
Warrants [Member]
Number of Shares Underlying Warrants	24,440,848	25,000	18,330,364	146,084	18,965	100,000

Share-Based Compensation (Detai

Share-Based Compensation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Employee Stock Option [Member]
Award vesting period	4 years
Stock options expire date	10 years
Employee Stock Option [Member] | Employees and Directors [Member]
Number of shares provides for grant	993,587
Fair value of the awards	$ 1,175
Employee Stock Option [Member] | Employees Directors and Consultant [Member]
Number of shares provides for grant		2,144,104
Fair value of the awards		$ 2,498
2013 Employee, Director and Consultant Equity Incentive Plan [Member]
Number of shares authorized to grant	4,060,000
Shares remain available for future grant	1,092,017
Legacy Share Plan [Member]
Shares outstanding	6,881
Stock Award Plan [Member]
Unrecognized stock-based compensation expenses	$ 2,957
Weighted-average period of unrecognized stock-based compensation expense	3 years

Share-Based Compensation - Summ

Share-Based Compensation - Summary of Stock Option Activity (Details) - Stock Option [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Number of Options, Outstanding, Beginning Balance | shares	2,899,837
Number of Options, Granted | shares	993,587
Number of Options, Forfeited or expired | shares	(120)
Number of Options, Outstanding, Ending Balance | shares	3,893,304
Number of Options, Outstanding, Exercisable | shares	1,212,324
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares	$ 3.22
Weighted Average Exercise Price, Granted | $ / shares	1.47
Weighted Average Exercise Price, Forfeited or Expired | $ / shares	22.20
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares	2.77
Weighted Average Exercise Price, Outstanding, Exercisable | $ / shares	$ 5.61
Weighted Average Remaining Contractual Term (Years), Outstanding, Beginning Balance	8 years 9 months
Weighted Average Remaining Contractual Term (Years), Outstanding, Ending balance	8 years 10 months 3 days
Weighted Average Remaining Contractual Term (Years), Outstanding, Exercisable	8 years 2 months 19 days
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $	$ 60
Aggregate Intrinsic Value, Outstanding, Ending Balance | $	136
Aggregate Intrinsic Value, Outstanding, Exercisable | $	$ 58

Share-Based Compensation - Sche

Share-Based Compensation - Schedule of Calculation of Fair Value Assumptions (Details) - Employee Stock Option [Member]	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option life (years)	5 years 11 months 15 days	5 years 11 months 1 day
Risk-free interest rate	0.58%	1.68%
Expected volatility	104.81%	93.88%
Expected dividend yield	0.00%	0.00%

Share-Based Compensation - Sc_2

Share-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 328	$ 343
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	56	47
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 272	$ 296

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) $ in Thousands	Apr. 23, 2020	Mar. 31, 2021USD ($)ft²
Payments for commitments | $		$ 1,460
Area of lease | ft²		22,000
Hayden LLC [Member]
Operating lease expiration date	Jun. 30, 2022

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Fixed lease cost	$ 259	$ 163
Variable lease cost	126	119
Total lease cost	$ 385	$ 282

Commitments and Contingencies_3

Commitments and Contingencies - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands	Mar. 31, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
2021	$ 896
2022 (half year)	615
Total lease payments	1,511
Less interest	(46)
Total lease liabilities	$ 1,465

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Computation of Anti-Dilutive Weighted-Average Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Total	28,334,152	21,242,783
Options to Purchase Common Stock [Member]
Total	3,893,304	2,912,419
Warrants to Purchase Common Stock [Member]
Total	24,440,848	18,330,364

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Cipla Agreement [Member]	May 10, 2021
Breach of contract percentage	50.00%
Fair market value of contracts percentage	25.00%