Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-36199 | ||
Entity Registrant Name | PULMATRIX, INC. | ||
Entity Central Index Key | 0001574235 | ||
Entity Tax Identification Number | 46-1821392 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 99 Hayden Avenue | ||
Entity Address, Address Line Two | Suite 390 | ||
Entity Address, City or Town | Lexington | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02421 | ||
City Area Code | 781 | ||
Local Phone Number | 357-2333 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | PULM | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 58,465,863 | ||
Entity Common Stock, Shares Outstanding | 3,310,922 | ||
Documents Incorporated by Reference | Specified portions of Pulmatrix, Inc.’s Definitive Proxy Statement on Schedule 14A relating to the 2022 Annual Meeting of Stockholders are incorporated by reference into PART III. | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 53,840 | $ 31,657 |
Accounts receivable | 67 | 84 |
Prepaid expenses and other current assets | 871 | 723 |
Total current assets | 54,778 | 32,464 |
Property and equipment, net | 321 | 361 |
Operating lease right-of-use asset | 2,093 | 1,489 |
Long-term restricted cash | 1,625 | 204 |
Goodwill | 3,577 | |
Total assets | 58,817 | 38,095 |
Current liabilities: | ||
Accounts payable | 839 | 851 |
Accrued expenses | 1,233 | 2,028 |
Operating lease liability | 1,431 | 1,135 |
Deferred revenue | 939 | 4,166 |
Total current liabilities | 4,442 | 8,180 |
Deferred revenue, net of current portion | 6,069 | 6,168 |
Operating lease liability, net of current portion | 857 | 608 |
Total liabilities | 11,368 | 14,956 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Series A convertible preferred stock, $0.0001 par value — 6,745 and no shares authorized at December 31, 2021 and December 31, 2020, respectively; 1,830 and no shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 1,081 | |
Common stock, $0.0001 par value — 200,000,000 shares authorized at December 31, 2021 and December 31, 2020; 3,222,037 and 1,805,250 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | ||
Additional paid-in capital | 301,008 | 257,608 |
Accumulated deficit | (254,640) | (234,469) |
Total stockholders’ equity | 47,449 | 23,139 |
Total liabilities and stockholders’ equity | $ 58,817 | $ 38,095 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 500,000 | 0 |
Preferred Stock, Shares Outstanding | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 200,000,000 | |
Common Stock, Shares, Outstanding | 3,222,037 | 1,805,250 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 6,745 | 0 |
Preferred Stock, Shares Issued | 1,830 | 0 |
Preferred Stock, Shares Outstanding | 1,830 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 5,169 | $ 12,634 |
Operating expenses: | ||
Research and development | 15,382 | 15,609 |
General and administrative | 6,377 | 6,887 |
Impairment of goodwill | 3,577 | |
Total operating expenses | 25,336 | 22,496 |
Loss from operations | (20,167) | (9,862) |
Other income/(expense): | ||
Interest income | 7 | 82 |
Warrant inducement expense | (9,289) | |
Other expense, net | (11) | (239) |
Total Other income/(expense) | (4) | (9,446) |
Net loss | (20,171) | (19,308) |
Less: Deemed dividend - beneficial conversion feature of preferred stock | (3,197) | |
Net loss attributable to common stockholders | $ (23,368) | $ (19,308) |
Net loss per share attributable to common stockholders - basic and diluted | $ (8.63) | $ (13.43) |
Weighted average common shares outstanding - basic and diluted | 2,708,558 | 1,437,666 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance — January 1, 2020 at Dec. 31, 2019 | $ 226,180 | $ (215,161) | $ 11,019 | ||
Beginning balance, shares at Dec. 31, 2019 | 999,723 | ||||
Issuance of common stock, net of issuance costs | 7,314 | 7,314 | |||
Issuance of common stock, net of issuance costs, shares | 239,379 | ||||
Exercise of warrants, net of issuance costs | 13,643 | 13,643 | |||
Exercise of warrants, net of issuance costs, shares | 550,023 | ||||
Exercise of pre-funded warrants | |||||
Exercise of pre-funded warrants, shares | 15,000 | ||||
Warrant inducement expense | 9,289 | 9,289 | |||
Exercise of stock options | 24 | 24 | |||
Exercise of stock options, shares | 1,125 | ||||
Share-based compensation | 1,158 | 1,158 | |||
Net loss | (19,308) | (19,308) | |||
Balance — December 31, 2020 at Dec. 31, 2020 | 257,608 | (234,469) | 23,139 | ||
Ending Balance, shares at Dec. 31, 2020 | 1,805,250 | ||||
Issuance of preferred stock and common stock warrants, net of issuance costs | $ 3,984 | 2,056 | 6,040 | ||
Issuance of preferred stock and common stock warrants, net of issuance costs, shares | 6,745 | ||||
Beneficial conversion feature of preferred stock | $ (3,197) | 3,197 | |||
Deemed dividend related to beneficial conversion feature of preferred stock | 3,197 | (3,197) | |||
Conversion of preferred stock to common stock | $ (2,903) | 2,903 | |||
Conversion of preferred stock to common stock, shares | (4,915) | 409,585 | |||
Issuance of common stock, net of issuance costs | 37,079 | $ 37,079 | |||
Issuance of common stock, net of issuance costs, shares | 1,000,000 | 7,202 | |||
Exercise of warrants | 204 | $ 204 | |||
Exercise of warrants, shares | 7,202 | ||||
Warrant inducement expense | |||||
Share-based compensation | 1,158 | 1,158 | |||
Net loss | (20,171) | (20,171) | |||
Balance — December 31, 2020 at Dec. 31, 2021 | $ 1,081 | $ 301,008 | $ (254,640) | $ 47,449 | |
Ending Balance, shares at Dec. 31, 2021 | 1,830 | 3,222,037 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (20,171) | $ (19,308) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 169 | 215 |
Amortization of operating lease right-of-use asset | 1,067 | 828 |
Share-based compensation | 1,158 | 1,158 |
Warrant inducement expense | 9,289 | |
Impairment of goodwill | 3,577 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 17 | 7,116 |
Prepaid expenses and other current assets | (148) | 54 |
Accounts payable | (149) | 226 |
Accrued expenses | (795) | (486) |
Operating lease liability | (1,126) | (619) |
Deferred revenue | (3,326) | (10,956) |
Net cash used in operating activities | (19,727) | (12,483) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (144) | (281) |
Net cash used in investing activities | (144) | (281) |
Cash flows from financing activities: | ||
Proceeds from the issuance of preferred stock and common stock warrants, net of issuance costs | 6,192 | |
Proceeds from issuance of common stock, net of issuance costs | 37,079 | 7,314 |
Proceeds from exercise of common stock warrants, net of issuance costs | 204 | 13,643 |
Proceeds from exercise of common stock options | 24 | |
Proceeds from Paycheck Protection Program loan | 617 | |
Repayment of Paycheck Protection Program loan | (617) | |
Net cash provided by financing activities | 43,475 | 20,981 |
Net increase in cash, cash equivalents and restricted cash | 23,604 | 8,217 |
Cash, cash equivalents and restricted cash — beginning of period | 31,861 | 23,644 |
Cash, cash equivalents and restricted cash — end of period | 55,465 | 31,861 |
Supplemental disclosures of non-cash investing and financing information: | ||
Fixed asset purchases in accounts payable | (10) | 25 |
Issuance costs in accounts payable | (152) | |
Operating lease right-of-use asset obtained in exchange for operating lease obligation | 1,671 | 1,687 |
Conversion of preferred stock to common stock | 2,903 | |
Preferred stock issuance costs associated with placement agent warrants | 300 | |
Beneficial conversion feature of preferred stock | 3,197 | |
Deemed dividend related to beneficial conversion feature of preferred stock | $ (3,197) |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation 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 ™ ™ Reverse Stock Split On February 28, 2022, the Company effectuated a 1-for-20 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Stock Split”) pursuant to which every 20 shares of the Company’s issued and outstanding common stock were automatically converted into 1 share of common stock, without any change in the par value per share. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split will be rounded up to the nearest whole share. Accordingly, as required in accordance with U.S. GAAP (as defined below), all common share and per share data are retrospectively restated to give effect of the Reverse Stock Split for all periods presented herein. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Standards | 12 Months Ended |
Dec. 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 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. Any reference in these notes to applicable guidance is meant to refer to the U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Risks and Uncertainties The ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any drug developed by the Company must undergo rigorous preclinical and clinical testing and an extensive regulatory approval process implemented by the United States Food and Drug Administration (“FDA”) under the Food, Drug and Cosmetic Act. The Company has limited experience in conducting and managing the preclinical and clinical testing necessary to obtain regulatory approval. There can be no assurance that the Company will not encounter problems in the clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the property rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company. Based on its current operating plan, the Company believes that its cash and cash equivalents as of December 31, 2021, will be adequate to fund our currently anticipated operating expenses for at least twelve months from the date of these financial statements. The Company will need to secure additional funding in the future, from one or more equity or debt financings, collaborations, or other sources, in order to carry out all of the Company’s planned research and development activities and regulatory activities; commercialize product candidates; or conduct any substantial, additional development requirements requested by the FDA. Additional funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to secure additional capital, it will be required to significantly decrease the amount of planned expenditures and may be required to cease operations. In addition, any disruption in the capital markets caused by the novel coronavirus (“COVID-19”) pandemic could make any financing more challenging, and there can be no assurance that Pulmatrix will be able to obtain such financing on commercially reasonable terms or at all. Curtailment of operations would cause significant delays in the Company’s efforts to develop and introduce its products to market, which is critical to the realization of its business plan and the future operations of the Company. 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 consolidated 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. The most significant estimates and assumptions in the Company’s consolidated financial statements include, but are not limited to, estimates of future expected costs in order to derive and recognize revenue, estimates related to clinical trial accruals and upfront deposits, fair value used to record preferred stock and warrants transactions, incremental borrowing rate, accounting for income taxes and the related valuation allowance, and goodwill impairment. 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 maintains its cash at a high-quality financial institution and has not incurred any losses to date. For the years ended December 31, 2021 and 2020, revenue from two customers accounted for 99 99 96 93 The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s 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 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 represents cash held in a depository account at a financial institution to collateralize conditional stand-by letters of credit related to the Company’s current and future office and laboratory facility lease agreements in the amounts of $ 1,421 153 51 153 51 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 consolidated statement of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash Year Ended December 31, 2021 2020 Cash and cash equivalents $ 53,840 $ 31,657 Restricted cash 1,625 204 Total cash, cash equivalents and restricted cash $ 55,465 $ 31,861 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 and amortization is provided over the following estimated useful lives: Summary of Finite Lived Intangible Assets 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. 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. 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. As of December 31, 2021 and 2020, the Company did not hold any financial assets or liabilities that were measured at fair value on a recurring or nonrecurring basis, except for money market funds which are a Level 1 instrument, measured at fair value on a recurring basis and included in Cash and cash equivalents in the consolidated balance sheets in the amount of $ 47,758 29,054 Leases The Company accounts for leases in accordance with FASB ASC Topic 842, Leases Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items, such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected to account for the lease and non-lease components as a combined lease component. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Revenue Recognition The Company’s principal sources of revenue during the years ended December 31, 2021 and 2020, were derived from collaboration arrangement and license agreements that relate to the development and commercialization of Pulmazole under the Cipla Agreement and our license, development and commercialization arrangement under the JJEI Agreement. At inception, management determines whether contracts are within the scope of ASC 606 or other topics, including ASC 808, Collaborative Arrangements For contracts and units of account that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which management expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, management applies the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as we satisfy a performance obligation. 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. Identification of Performance Obligations. Transaction Price and Milestone Payments. Exclusive Licenses. Research and Development Services. Royalties. Customer Options. For a complete discussion of accounting for the Company’s revenue contracts, see Note 5, Significant Agreements 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, 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. Share-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. Share-based payments to non-employees are recognized as services are rendered, generally on a straight-line basis. The Company believes that the fair values of these awards are more reliably measurable than the fair values of the services rendered. Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as freestanding derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of any beneficial conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Deemed dividends are also recorded for the intrinsic value of beneficial conversion options embedded in preferred stock based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred stock. Common Stock Warrants The Company classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any warrants that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consist of warrants to purchase common stock that were issued in connection with its (i) convertible preferred stock, (ii) private placements, (iii) term loan, (iv) consulting services and (v) underwriting and representative services. The Company evaluated these warrants to assess their proper classification and determined that the common stock warrants meet the criteria for equity classification in the consolidated balance sheets. Basic and Diluted Net Loss Per Share Basic and diluted earnings (loss) per share are computed using the two-class method, which is an earnings allocation method that determines earnings (loss) per share for common shares and participating securities. The participating securities consist of the Company’s preferred stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. In periods of loss, no allocation is made to the preferred shares and 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 the reporting unit 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. The impact of the COVID-19 pandemic was considered in our qualitative assessment. Given the Company’s common stock value decline during 2021, and based on the quantitative assessment, the Company determined that goodwill was impaired, and a full impairment charge of $ 3,577 Reclassifications of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the consolidated balance sheet and statement of cash flows for fiscal year ended December 31, 2020, to reclassify deferred operating costs classified in Prepaid expenses and other current assets and Accounts payable. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” In April 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) As of December 31, 2021, there have been no other new, or existing recently issued or adopted, accounting pronouncements that are of significance, or potential significance, that impact the Company’s consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: Schedule of Prepaid Expenses and Other Current Assets 2021 2020 As of December 31, 2021 2020 Insurance $ 325 $ 276 Clinical and consulting 230 317 Other 316 130 Total prepaid and other current assets $ 871 $ 723 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following: Schedule of Property and Equipment As of December 31, 2021 2020 Laboratory equipment $ 1,838 $ 1,702 Computer equipment 304 302 Office furniture and equipment 217 217 Leasehold improvements 602 596 Capital in progress - 25 Total property and equipment 2,961 2,842 Less accumulated depreciation and amortization (2,640 ) (2,481 ) Property and equipment, net $ 321 $ 361 Depreciation and amortization expense for the years ended December 31, 2021 and 2020 was $ 169 215 |
Significant Agreements
Significant Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Significant Agreements | 5. Significant Agreements Development and Commercialization Agreement with Cipla Technologies LLC (“Cipla”) On April 15, 2019, the Company entered into a Development and Commercialization Agreement (the “Cipla Agreement”) with Cipla for the co-development and commercialization, on a worldwide exclusive basis, of Pulmazole, the Company’s inhaled iSPERSE ™ The Company received a non-refundable upfront payment of $ 22,000 (the “Upfront Payment”) under 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 ™ 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 or certain development milestones are not achieved within a specified timeframe discussed in greater detail below, the joint steering committee (“JSC”) will evaluate the cause and effect and make a recommendation as to the most optimal option available to Cipla and the Company. In such events, the parties are not obligated to follow the recommendation of the JSC and, either party 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 its 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 and Cipla will each be responsible for 60% and 40%, respectively, of the Company’s overhead costs and the time spent by the Company’s employees and consultants on development of the Product (“Direct Costs”), provided, that Cipla will reimburse the Company an amount equal to 10% of aggregate Direct Costs upon the achievement of certain development milestones set forth in the table below. The Company will continue to share all other development costs with Cipla that are not Direct Costs, such as the cost of clinical research organizations, manufacturing costs and other third-party costs, on a 50/50 basis. Pursuant to the Cipla Agreement, (i) all development and commercialization activities with respect to the Product in India, South Africa, Sri Lanka, Nepal, Iran, Yemen, Myanmar and Algeria (such countries, the “Cipla Territory”) will be conducted exclusively by Cipla at Cipla’s sole cost and expense, and (ii) Cipla shall be entitled to all profits from the sale of the Product in the Cipla Territory, except that if Cipla successfully transfers manufacturing of the Product for the Cipla Territory to a manufacturing site determined by Cipla, we will become entitled to a royalty equal to 2% of net sales in the Cipla Territory. In partnership with Cipla, the Company initiated a Phase 2 clinical study in 2019, entitled: “A Randomized, Double-Blind, Multicenter, Placebo-Controlled, Phase 2 Study to Evaluate the Safety, Tolerability, and Pharmacokinetics of Itraconazole Administered as a Dry Powder for Inhalation (PUR1900) in Adult Asthmatic Patients with ABPA. This clinical study was terminated in July 2020 due to the ongoing impact of the COVID-19 pandemic on patient enrollment and clincal study conduct. Folloiwng termination of the Phase 2 clincial study, the Company conducted a Type C meeting with the FDA on January 27, 2021, in order to discuss the program overall development plan and the current Phase 2b clinical study design. The Phase 2b clinical study design includes a 16-week dosing regimen with an 8-weel follow up and is intended to explore potential efficacy endpoints, whereas the terminated Phase 2 clinical study had comprised only a 4-week dosing regimen with safety and tolerability as its primary endpoint. The longer dosing regimen of the new Phase 2b clinical study is supported by the 6-month inhalation toxicology study in dogs completed in April 2020. In addition to the terms of the Cipla Agreement described above, if any of the below development milestones are not met by the date that is nine months after the applicable deadline for achieving such development milestone, either party may elect to terminate its obligation to fund additional development costs, in which case either (i) the non-Terminating Party can acquire the rights of the Terminating Party for fair market value or (ii) the parties will monetize the Product. The table below sets forth the development milestones. Phase 2b Development Plan – Development Milestones Development Milestone Milestone Date 25% of patients enrolled in Phase 2b clinical study are dosed June 30, 2023 Company delivers summary of key efficacy and safety data to include FEV 1 June 30, 2024 Phase 3 Development Plan – Development Milestones Development Milestone Milestone Date 25% of patients enrolled in Phase 3 clinical study dosed To be proposed by JSC Company delivers Topline Results to the JSC To be proposed by JSC The Prescription Drug User Fee Act (the “PDUFA”) To be proposed by JSC 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. The Company concluded that Cipla is a customer since they contracted with the Company to obtain research and development services and a license to the Assigned Assets, each of which is an output of the Company’s ordinary activities, in exchange for consideration. Therefore, the Company has applied the guidance in ASC 606 to account for the research and development services and a license within the contract. The Company determined that the research and development services and license to the Assigned Assets are considered highly interdependent and highly interrelated and therefore are considered a single combined performance obligation because Cipla cannot benefit from the license without the performance by Pulmatrix of the research and development services. Such research and development services are highly specialized and proprietary to Pulmatrix and therefore not available to Cipla from any other third party. The Company determined the total transaction price to be $ 22,000 12,000 10,000 Revenue is recognized for the Cipla Agreement 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 Company’s obligations. In management’s judgment, this input method is the best measure of the transfer of control of the combined performance obligation. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheets, with amounts expected to be recognized in the next 12 months recorded as current. The Company received the $ 22,000 5,749 8,341 2,173 The Company concluded that the Amendment represented a contract modification that is treated for accounting purposes as the termination of the Cipla Agreement and a creation of a new contract (the “Amended Cipla Agreement”). Accordingly, the modification is accounted for on a prospective basis. The total transaction price for the Amended Cipla Agreement includes variable consideration from the Amendment as well as $ 7,397 During the year ended December 31, 2021, the Company recognized $ 1,398 7,008 939 Collaboration and License Agreement with Sensory Cloud, Inc. (“Sensory Cloud”) On April 9, 2020, the Company entered into a Collaboration and License Agreement (the “Sensory Cloud Agreement”) with Sensory Cloud. Under the terms of the Agreement, the Company has granted Sensory Cloud an exclusive, worldwide, royalty bearing license to PUR003 and PUR006, the Company’s proprietary aerosol salt solution for delivery or administration to or through the nasal passages, as well as related patents and know-how, for use in the field (the “Licensed Product”). PUR003 and PUR006, also known as NasoCalm, was originally developed by the Company as a potential anti-infective biodefense medical countermeasure product. Sensory Cloud will be using NasoCalm, now integral in their product FEND, a hypertonic calcium chloride salt solution with nasal mister. For purposes of the Sensory Cloud Agreement, the field means the formulation and commercialization of over-the-counter products for the prophylaxis, prevention and treatment of upper and lower respiratory disease that are delivered or administered to or through the nasal passages. The license granted to Sensory Cloud does not cover the development or commercialization of any prescription products. Under the terms of the Sensory Cloud Agreement, Sensory Cloud may develop other over-the-counter Licensed Products that contain other active pharmaceutical ingredients or therapeutic agents and combine the Licensed Product with one or more of Sensory Cloud’s proprietary delivery devices. In addition, Pulmatrix has granted Sensory Cloud an exclusive right of first refusal to any new over-the-counter products in the field that may be developed by Pulmatrix. During the term of the Sensory Cloud Agreement, neither party may alone or with, through or for the benefit of any third party, with respect to any Licensed Product in the field, pursue any research, development or commercialization activities specifically directed to development or commercialization of any Licensed Product. Pulmatrix shall be entitled to royalties on net sales of Licensed Product in each country in which there is a valid claim of a patent within the licensed intellectual property covering the Licensed Product. Pulmatrix’ rights to receive such royalties commences upon the first commercial sale of a Licensed Product in any such country and terminates upon the expiration of the last valid claim in such territory. The royalty rates are as follows: (1) 7% of net sales during calendar year 2020, (2) 14% of net sales during calendar year 2021, and (3) 17% of net sales during calendar year 2022 and each calendar year thereafter during the royalty term. In addition, Pulmatrix shall be entitled to receive a milestone payment of $1,000 following the achievement of aggregate net sales of all Licensed Products of $20,000 The Sensory Cloud Agreement shall terminate at such time that Pulmatrix would no longer be entitled to royalties because there are no longer any valid claims of a patent within the licensed intellectual property covering any Licensed Product. Upon there being no more such royalty payments owed by Sensory Cloud for a Licensed Product, the licenses granted by Pulmatrix to Sensory Cloud shall become fully paid up, royalty free, perpetual, irrevocable and non-exclusive licenses to such Licensed Product. The Sensory Cloud Agreement may also be terminated earlier by Sensory Cloud for convenience and by Sensory Cloud or Pulmatrix for material breach or upon the bankruptcy or insolvency of the other party. Accounting Treatment Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. This will be upon notification from Sensory Cloud, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues. Sensory Cloud commenced their product launch in October 2020. During the years ended December 31, 2021 and 2020, the Company recorded royalty revenue from Sensory Cloud Agreement of $ 23 6 License, Development and Commercialization Agreement with Johnson & Johnson Enterprise Innovation, Inc. (“JJEI”) All rights to the Company’s kinase inhibitor portfolio, including PUR1800 and PUR5700, reverted to the Company upon the termination of our License, Development and Commercialization Agreement (the “JJEI License Agreement”), dated December 26, 2019, with Johnson & Johnson Enterprise Innovation, Inc. (“JJEI”). JJEI notified the Company that they were terminating the JJEI License Agreement in April 2021, and the effective date of the termination was July 6, 2021. Accounting Treatment Revenue associated with the combined research and development services for the Licensed Product and the irrevocable license 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 in the Company’s consolidated balance sheet. During the year ended December 31, 2020, the Company recognized $ 6,854 As of December 31, 2020, $ 1,993 uring the year ended December 31, 2021, the Company recognized $ 3,748 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: Schedule of Accrued Expenses 2021 2020 As of December 31, 2021 2020 Wages and incentives 991 813 Clinical and consulting 97 1,010 Vacation $ 60 $ 56 Legal and patents 58 129 Other 27 20 Total accrued expenses $ 1,233 $ 2,028 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Preferred Stock | 7. Preferred Stock The Company’s amended and restated certificate of incorporation (the “Articles”) provides for a class of authorized stock known as preferred stock, consisting of 500,000 0.0001 no no 6,745 On December 17, 2021, the Company closed a registered direct offering with certain institutional investors for the issuance and sale of an aggregate of 6,745.008 shares of convertible preferred stock and warrants to purchase up to an aggregate of 281,047 shares of common stock, par value $ 0.0001 per share, for gross proceeds of $ 6,745 , or net cash proceeds of $ 6,040 after deducting $ 705 related to placement agent’s fees and other offering expenses. The shares of preferred stock have a stated value of $ 1 per share and are initially convertible into an aggregate of 562,085 shares of common stock at a conversion price of $ 12.00 per share at any time. The common warrants have an exercise price of $ 13.99 per share. In addition, the Company issued the placement agent designees warrants to purchase up to 36,538 shares of common stock at an exercise price of $ 14.99 per share and their fair value of $ 422 was recorded as an additional offering cost. Both the common warrants and the placement warrants are exercisable six months following the date issuance and have a five-year term. The preferred stock does not have any mandatory redemption provisions, contingently redeemable redemption provisions, preferential dividend rights, liquidation preferences, or voting rights, apart from mirrored, non-discretionary voting rights with common stock as a single class, equal to 100,000 votes per share of common stock underlying the preferred stock on the Reverse Stock Split proposal which was approved by the Company’s stockholders at a special stockholder meeting on February 10, 2022. The Company evaluated the classification of the preferred stock and determined equity classification was appropriate due to no mandatory or contingently redeemable redemption features. The warrants issued to the investors were considered freestanding equity classified instruments. The Company first allocated gross proceeds from the registered direct offering between the preferred stock and the warrants issued to investors using a relative fair value approach, resulting in an initial allocation to both instruments of $ 4,784 and $ 1,961 , respectively. The issuance costs, inclusive of the fair value of warrants issued to placement agent designees, were allocated between the preferred stock and the warrants issued to investors in a systematic and rational manner resulting in an allocation to both instruments of $ 800 and $ 328 , for an initial net allocation of $ 3,984 and $ 1,633 , respectively. On the issuance date, the Company estimated the fair value of the warrants issued to investors and to placement agent designees using a Black-Scholes option pricing model using the following assumptions: (i) contractual term of 5 years , (ii) expected volatility rate of 117.98 %, (iii) risk-free interest rate of 1.23 %, (iv) expected dividend rate of 0 %, and (v) closing price of the Company’s common stock of the day immediately preceding the registered direct offering. The fair value of preferred stock was estimated based upon equivalent common shares that preferred stock could have been converted into at the closing price of the day immediately preceding the purchase date. The embedded conversion feature was evaluated and bifurcation from the preferred stock equity host was not considered necessary. A beneficial conversion feature was separately recorded as a discount to the preferred stock resulting in the amount of $ 3,197 As of December 31, 2021, 4,915.008 shares of preferred stock were converted into 409,585 shares of common stock. Subsequent to December 31, 2021 and prior to the date the consolidated financial statements were issued, an additional 915 shares of preferred stock were converted into 76,250 shares of common stock. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock 2021 At-the-Market Offering In May 2021, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with H.C. Wainwright and Co., LLC (“HCW”) to act as the Company’s sales agent with respect to the issuance and sale of up to $ 20,000,000 3.0 There have been no Registered Direct Offering On February 16, 2021, the Company closed on a registered direct offering with certain healthcare-focused institutional investors for the sale of 1,000,000 shares of its common stock for gross proceeds of $ 40,000 , or $37,079 after deducting placement agent’s fees and other offering expenses. In connection with the offering, 65,003 warrants with a five -year expiry were issued to placement agent designees at an exercise price of $ 49.99 per share. The fair value of the placement agent warrants was $ 31.40 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. Exercise of Warrants During the year ended December 31, 2021, warrants issued in 2019 and 2020 were exercised on a cash basis to purchase 7,202 shares of our common stock for proceeds of $ 204 . 2020 Warrant Inducement On July 9, 2020, the Company entered into letter agreements with certain existing accredited investors to exercise certain existing and outstanding warrants (“Existing Warrants”) to purchase through a cash exercise up to an aggregate of 504,287 shares of the Company’s common stock at the existing exercise price of $ 27.00 per share. The Existing Warrants were issued in an underwritten public offering pursuant to a registration statement on Form S-1 and an additional registration statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, that was consummated in April 2019. In consideration for the exercise of the Existing Warrants for cash, the Company agreed to issue the exercising holders new unregistered warrants (“Inducement Warrants”) in three tranches which occurred on July 13, 2020, July 23, 2020, and August 7, 2020, to purchase up to an aggregate of 503,045 shares of common stock at an exercise price of $ 35.99 per share and with an exercise period of five years from July 14, 2020. The gross proceeds to the Company from the exercise of 504,287 warrants was approximately $ 13,616 . After deducting placement agent fees and offering expenses of approximately $ 1,112 , the Company recorded net proceeds of $ 12,504 . As compensation, the Company issued warrants to designees of the placement agent on substantially the same terms as the Inducement Warrants to purchase up to an aggregate of 32,785 shares of common stock in two tranches which occurred on July 13, 2020 and August 7, 2020, at an exercise price per share of $ 44.99 with an exercise period of five years from July 14, 2020. All Inducement Warrants and the placement warrants were registered pursuant to a registration statement on Form S-3, which was declared effective on August 13, 2020. At issuance, the Inducement Warrants and the placement agent warrants had a weighted average fair value of approximately $ 18.40 17.40 5 years 99.0 0.28 0.0 9,289 Registered Direct Offering On April 20, 2020, the Company sold 239,379 shares at $ 33.42 per share, pursuant to a securities purchase agreement, dated as of April 16, 2020, by and among the Company and certain institutional investors, for gross proceeds of approximately $ 8,000 . After deducting placement agent fees and offering expenses of approximately $ 686 , the Company recorded net proceeds of $ 7,314 . In a concurrent private placement, the Company issued warrants to purchase an aggregate of up to 239,380 shares of its common stock to investors with an exercise price of $ 30.99 per share and an expiration date of April 20, 2022. In addition, the Company issued warrants to purchase up to 15,562 shares of its common stock to the designees of the placement agent with an exercise price of $ 41.77 per share and an expiration date of April 20, 2022. The investor and placement agent warrants have a fair value of approximately $ 12.80 and $ 10.80 per share, respectively. Exercise of Warrants In addition to the warrant exercise inducement and the registered direct offering, during the year ended December 31, 2020, the Company issued 45,736 shares of common stock, upon exercise of warrants to purchase 55,860 shares of common stock and 15,000 shares of common stock, upon exercise of pre-funded warrants for proceeds of $ 1,139 . |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | 9. Warrants The following table summarizes warrant activity for the years ended December 31, 2021 and 2020: Schedule of Rollforward of Common Stock Warrants Outstanding Number of Common Warrants Number of Pre-funded Warrants Weighted Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding January 1, 2020 932,760 15,000 $ 72.20 4.17 $ - Warrants issued 792,022 - 35.00 Warrants exercised (560,147 ) - 26.40 Pre-funded warrants exercised - (15,000 ) 0.20 Expirations (276 ) - 2,045.40 Outstanding December 31, 2020 1,164,359 - $ 68.20 3.30 $ - Warrants issued 382,588 20.20 Warrants exercised (7,202 ) 33.41 Outstanding December 31, 2021 1,539,745 - $ 56.39 2.98 $ - The following represents a summary of the warrants outstanding at each of the dates identified: Schedule of Warrants Outstanding Number of Shares Underlying Warrants Adjusted Year ended December 31, Issue Date Classification Exercise Price Expiration Date 2021 2020 December 17, 2021 Equity $ 14.99 December 15, 2026 36,538 - December 17, 2021 Equity $ 13.99 December 17, 2026 281,047 - February 16, 2021 Equity $ 49.99 February 11, 2026 65,003 - August 7, 2020 Equity $ 35.99 July 14, 2025 90,743 90,743 August 7, 2020 Equity $ 44.99 July 14, 2025 10,939 10,939 July 23, 2020 Equity $ 35.99 July 14, 2025 77,502 77,502 July 13, 2020 Equity $ 44.99 July 14, 2025 21,846 21,846 July 13, 2020 Equity $ 35.99 July 14, 2025 334,800 336,050 April 20, 2020 Equity $ 30.99 April 20, 2022 239,380 239,380 April 20, 2020 Equity $ 41.77 April 20, 2022 15,562 15,562 April 8, 2019 Equity $ 26.99 April 8, 2024 65,907 66,859 April 8, 2019 Equity $ 33.74 April 3, 2024 39,871 39,871 February 12, 2019 Equity $ 36.62 February 7, 2024 5,548 5,548 February 12, 2019 Equity $ 26.79 August 12, 2024 66,675 71,675 February 4, 2019 Equity $ 42.49 January 30, 2024 1,732 1,732 January 31, 2019 Equity $ 42.49 January 26, 2024 511 511 December 3, 2018 Equity $ 77.99 June 3, 2024 46,876 46,876 April 3, 2018 Equity $ 149.99 April 3, 2023 117,559 117,559 April 4, 2018 Equity $ 149.99 April 4, 2023 5,751 5,751 June 15, 2015 Equity $ 1,509.99 Five years after milestone achievement 15,955 15,955 Total Outstanding 1,539,745 1,164,359 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 10. Share-Based Compensation The Company sponsors the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”). As of December 31, 2021, the 2013 Plan provided for the grant of up to 293,262 shares of the Company’s common stock, of which 93,481 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, 2021, the two legacy plans have a total of 63 options outstanding all of which are fully vested and for which common stock will be delivered upon exercise. Stock Options During the year ended December 31, 2021, the Company granted options to purchase 51,539 and 6,500 shares of the Company’s common stock to employees and directors, respectively. The stock options granted vest over time (the “Time Based Options”). Subject to the grantee’s continuous service with the Company, Time Based Options vest in one of the following ways: (i) 25% 36 in 48 25% 36 ten years after the date of grant. The following table summarizes stock option activity for the years ended December 31, 2021 and 2020: Summary of Stock Option Activity Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2020 44,968 $ 231.90 8.52 $ - Granted 117,215 30.42 Exercised (1,125 ) 21.20 - 9.55 Forfeited or expired (16,096 ) 289.87 Outstanding — December 31, 2020 144,962 $ 64.20 8.75 $ 59.86 Granted 58,039 27.79 - Forfeited or expired (6,995 ) 83.78 Outstanding — December 31, 2021 196,006 $ 52.72 8.12 $ - Exercisable — December 31, 2021 95,233 $ 78.20 7.73 $ - The Company records stock-based compensation related to stock options granted at fair value. During the years ended December 31, 2021 and 2020, the Company used the Black-Scholes option-pricing model to estimate the fair value of stock option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates. The weighted-average fair value of options granted was $ 33.00 38.00 Schedule of Calculation of Fair Value Assumptions Year ended December 31, 2021 2020 Expected option life (years) 5.98 5.93 Risk-free interest rate 0.64 % 1.57 % Expected volatility 104.96 % 93.93 % Expected dividend yield 0 % 0 % 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 risk-free interest rate was obtained from U.S. Treasury rates for the expected life of the stock options. The Company’s expected volatility was based upon the weighted average of historical volatility for industry peers and its 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. As of December 31, 2021, there was $ 2,182 2.4 The following table presents total stock-based compensation expense for the years ended December 31, 2021 and 2020, respectively: Schedule of Stock-Based Compensation Expense 2021 2020 Year ended December 31, 2021 2020 Research and development $ 217 $ 185 General and administrative 941 973 Total stock-based compensation expense $ 1,158 $ 1,158 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Research and Development Activities The Company contracts with various other organizations to conduct research and development activities. As of December 31, 2021, we had aggregate commitments to pay approximately $ 296 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 12. Leases Current Corporate Headquarters 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 lease is for approximately 22,000 June 30, 2023 The Company also leases small office equipment which is primarily short-term or immaterial in nature. Therefore, no right-of-use assets and lease liabilities are recognized for these leases. The components of lease expense for the Company for the years ended December 31, 2021 and 2020 were as follows: Schedule of Components of Lease Expense 2021 2020 Year ended December 31, 2021 2020 Lease Cost Fixed lease cost $ 1,135 $ 909 Variable lease cost 417 421 Total lease cost $ 1,552 $ 1,330 Other information Immaterial office equipment lease obligation, 4 $ 12 $ 15 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,194 $ 698 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,671 $ 1,687 Weighted-average remaining lease term — operating leases 1.5 Weighted-average discount rate — operating leases 2.97 % 5.23 % Maturities of lease liabilities due under these lease agreements as of December 31, 2021 are as follows: Schedule of Maturities of Lease Liabilities Operating Leases Maturity of lease liabilities 2022 $ 1,478 2023 (half year) 862 Total lease payments 2,340 Less: interest ( 52 ) Total lease liabilities $ 2,288 Schedule of Operating Lease Liability Reported as of December 31, 2021 Lease liabilities — short term $ 1,431 Lease liabilities — long term 857 Total lease liabilities $ 2,288 Future Corporate Headquarters On January 7, 2022, the Company executed a lease agreement with Cobalt Propco 2020, LLC for its new corporate headquarters at 36 Crosby Drive, Bedford, Massachusetts. The leased premises comprises approximately 20,000 3,920 The lease provides for base rent of $ 101 During the construction period, the Company will evaluate the nature of the costs incurred to determine the accounting owner of the improvements. If it is determined the improvements are Company owned assets, they will be capitalized by the Company in accordance with ASC 360, Property, Plant and Equipment |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020. 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 consolidated financial statements is as follows: Summary of Reconciliation of Expected Income Tax Benefit Computed Using Federal Statutory Income Tax Rate To Company's Effective Income Tax Rate 2021 2020 Income tax computed at federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 5.0 % 3.1 % Research and development credits 1.8 % 2.6 % Expiration of stock options (0.3 )% (2.3 )% Write-down of goodwill assets (3.7 )% — Non-deductible warrant inducement — (10.1 )% Permanent differences (0.3 )% (0.4 )% Limitations on credits and net operating losses (16.3 )% (5.3 )% Other — (0.8 )% Change in valuation allowance (7.2 )% (7.8 )% Total — — The significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 were as follows: Summary of Components of Deferred Tax Assets 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 10,836 $ 8,732 Research and development credit carryforwards 12 356 Capitalized start-up expenses 432 572 Share-based compensation 815 664 Lease liability 625 476 Other 2,415 2,716 Total deferred tax assets 15,135 13,516 Deferred tax liabilities: Right of use asset (572 ) (407 ) Total deferred tax liabilities (572 ) (407 ) Valuation allowance (14,563 ) (13,109 ) Net deferred tax liabilities $ — $ — At December 31, 2021, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $ 50,520 and $ 3,592 , respectively, which were available to reduce future taxable income. The Company has unlimited federal net operating loss carryforwards of $ 46,736 and federal and state net operating loss carryforwards of $ 2,670 and $ 3,784 , respectively, which will expire at various dates from 2023 through 2041 . The Company has research and development credits for federal income tax purposes of approximately $ 12 , which begin to expire in 2041 . 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 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, 2021 and 2020. The valuation allowance increased by $ 1,454 The Coronavirus Aid, Relief, and Economic Security (CARES) Act was enacted March 27, 2020. Among the business provisions, the CARES Act provided for various payroll tax incentives, changes to net operating loss carryback and carryforward rules, business interest expense limitation increases, and bonus depreciation on qualified improvement property. Additionally, the Consolidated Appropriations Act of 2021 was signed on December 27, 2020 which provided additional COVID relief provisions for businesses. The Company has evaluated the impact of both Acts and has determined that any impact is not material to its consolidated financial statements. The Company applies ASC 740 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 carryforward 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 carryforward is utilized. The Company’s returns remain subject to federal and state audits for the years 2018 through 2021. 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: Summary of Roll-forward of Gross Uncertain Tax Positions Gross Balance — January 1, 2020 $ 87 Additions for current year tax positions 34 Reductions for prior year tax positions (121 ) Balance — December 31, 2020 - Additions for current year tax positions 130 Reductions for prior year tax positions (130 ) Balance — December 31, 2021 $ - The Company’s total uncertain tax positions decreased during the year ended December 31, 2021 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 Sections 382 and 383. None of the uncertain tax positions that, if realized, would affect the Company’s effective tax rate in future periods due to a valuation allowance provided against the Company’s net deferred tax assets. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share Basic and diluted earnings (loss) per share are computed using the two-class method, which is an earnings allocation method that determines earnings (loss) per share for common shares and participating securities. The participating securities consist of the Company’s preferred stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. In periods of loss, no allocation is made to the preferred shares and 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. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact: Schedule of Computation of Anti-Dilutive Weighted-Average Shares Outstanding 2021 2020 Year ended December 31, 2021 2020 Options to purchase common stock 196,004 144,960 Preferred stock convertible into common stock 152,500 - Warrants to purchase common stock 1,539,745 1,164,359 Total 1,888,249 1,309,319 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company has completed an evaluation of all subsequent events after the balance sheet date of December 31, 2021 through the date the consolidated financial statements were issued, to ensure that the consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2021, and events which occurred subsequently but were not recognized in the consolidated financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within the financial statements. Stock Option Activity Subsequent to December 31, 2021 and through the date the consolidated financial statements were issued, the Company granted 92,367 stock options to employees and directors of the Company under the 2013 Plan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Principles of Consolidation | 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. Any reference in these notes to applicable guidance is meant to refer to the U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Risks and Uncertainties | Risks and Uncertainties The ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any drug developed by the Company must undergo rigorous preclinical and clinical testing and an extensive regulatory approval process implemented by the United States Food and Drug Administration (“FDA”) under the Food, Drug and Cosmetic Act. The Company has limited experience in conducting and managing the preclinical and clinical testing necessary to obtain regulatory approval. There can be no assurance that the Company will not encounter problems in the clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the property rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company. Based on its current operating plan, the Company believes that its cash and cash equivalents as of December 31, 2021, will be adequate to fund our currently anticipated operating expenses for at least twelve months from the date of these financial statements. The Company will need to secure additional funding in the future, from one or more equity or debt financings, collaborations, or other sources, in order to carry out all of the Company’s planned research and development activities and regulatory activities; commercialize product candidates; or conduct any substantial, additional development requirements requested by the FDA. Additional funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to secure additional capital, it will be required to significantly decrease the amount of planned expenditures and may be required to cease operations. In addition, any disruption in the capital markets caused by the novel coronavirus (“COVID-19”) pandemic could make any financing more challenging, and there can be no assurance that Pulmatrix will be able to obtain such financing on commercially reasonable terms or at all. Curtailment of operations would cause significant delays in the Company’s efforts to develop and introduce its products to market, which is critical to the realization of its business plan and the future operations of the Company. |
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 consolidated 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. The most significant estimates and assumptions in the Company’s consolidated financial statements include, but are not limited to, estimates of future expected costs in order to derive and recognize revenue, estimates related to clinical trial accruals and upfront deposits, fair value used to record preferred stock and warrants transactions, incremental borrowing rate, accounting for income taxes and the related valuation allowance, and goodwill impairment. |
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 maintains its cash at a high-quality financial institution and has not incurred any losses to date. For the years ended December 31, 2021 and 2020, revenue from two customers accounted for 99 99 96 93 The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s 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 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 represents cash held in a depository account at a financial institution to collateralize conditional stand-by letters of credit related to the Company’s current and future office and laboratory facility lease agreements in the amounts of $ 1,421 153 51 153 51 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 consolidated statement of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash Year Ended December 31, 2021 2020 Cash and cash equivalents $ 53,840 $ 31,657 Restricted cash 1,625 204 Total cash, cash equivalents and restricted cash $ 55,465 $ 31,861 |
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 and amortization is provided over the following estimated useful lives: Summary of Finite Lived Intangible Assets 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. 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. 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. As of December 31, 2021 and 2020, the Company did not hold any financial assets or liabilities that were measured at fair value on a recurring or nonrecurring basis, except for money market funds which are a Level 1 instrument, measured at fair value on a recurring basis and included in Cash and cash equivalents in the consolidated balance sheets in the amount of $ 47,758 29,054 |
Leases | Leases The Company accounts for leases in accordance with FASB ASC Topic 842, Leases Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items, such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected to account for the lease and non-lease components as a combined lease component. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. |
Revenue Recognition | Revenue Recognition The Company’s principal sources of revenue during the years ended December 31, 2021 and 2020, were derived from collaboration arrangement and license agreements that relate to the development and commercialization of Pulmazole under the Cipla Agreement and our license, development and commercialization arrangement under the JJEI Agreement. At inception, management determines whether contracts are within the scope of ASC 606 or other topics, including ASC 808, Collaborative Arrangements For contracts and units of account that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which management expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, management applies the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as we satisfy a performance obligation. 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. Identification of Performance Obligations. Transaction Price and Milestone Payments. Exclusive Licenses. Research and Development Services. Royalties. Customer Options. For a complete discussion of accounting for the Company’s revenue contracts, see Note 5, Significant Agreements |
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, 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. |
Share-Based Compensation | Share-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. Share-based payments to non-employees are recognized as services are rendered, generally on a straight-line basis. The Company believes that the fair values of these awards are more reliably measurable than the fair values of the services rendered. |
Convertible Financial Instruments | Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as freestanding derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of any beneficial conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Deemed dividends are also recorded for the intrinsic value of beneficial conversion options embedded in preferred stock based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred stock. |
Common Stock Warrants | Common Stock Warrants The Company classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any warrants that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consist of warrants to purchase common stock that were issued in connection with its (i) convertible preferred stock, (ii) private placements, (iii) term loan, (iv) consulting services and (v) underwriting and representative services. The Company evaluated these warrants to assess their proper classification and determined that the common stock warrants meet the criteria for equity classification in the consolidated balance sheets. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic and diluted earnings (loss) per share are computed using the two-class method, which is an earnings allocation method that determines earnings (loss) per share for common shares and participating securities. The participating securities consist of the Company’s preferred stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. In periods of loss, no allocation is made to the preferred shares and 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 the reporting unit 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. The impact of the COVID-19 pandemic was considered in our qualitative assessment. Given the Company’s common stock value decline during 2021, and based on the quantitative assessment, the Company determined that goodwill was impaired, and a full impairment charge of $ 3,577 |
Reclassifications of Prior Year Presentation | Reclassifications of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the consolidated balance sheet and statement of cash flows for fiscal year ended December 31, 2020, to reclassify deferred operating costs classified in Prepaid expenses and other current assets and Accounts payable. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” In April 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) As of December 31, 2021, there have been no other new, or existing recently issued or adopted, accounting pronouncements that are of significance, or potential significance, that impact the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Standards (Tables) | 12 Months Ended |
Dec. 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 consolidated balance sheets that sum to the total of the same amounts in the consolidated statement of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash Year Ended December 31, 2021 2020 Cash and cash equivalents $ 53,840 $ 31,657 Restricted cash 1,625 204 Total cash, cash equivalents and restricted cash $ 55,465 $ 31,861 |
Summary of Finite Lived Intangible Assets Estimated Useful Lives | Depreciation and amortization is provided over the following estimated useful lives: Summary of Finite Lived Intangible Assets 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 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: Schedule of Prepaid Expenses and Other Current Assets 2021 2020 As of December 31, 2021 2020 Insurance $ 325 $ 276 Clinical and consulting 230 317 Other 316 130 Total prepaid and other current assets $ 871 $ 723 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following: Schedule of Property and Equipment As of December 31, 2021 2020 Laboratory equipment $ 1,838 $ 1,702 Computer equipment 304 302 Office furniture and equipment 217 217 Leasehold improvements 602 596 Capital in progress - 25 Total property and equipment 2,961 2,842 Less accumulated depreciation and amortization (2,640 ) (2,481 ) Property and equipment, net $ 321 $ 361 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: Schedule of Accrued Expenses 2021 2020 As of December 31, 2021 2020 Wages and incentives 991 813 Clinical and consulting 97 1,010 Vacation $ 60 $ 56 Legal and patents 58 129 Other 27 20 Total accrued expenses $ 1,233 $ 2,028 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Schedule of Rollforward of Common Stock Warrants Outstanding | The following table summarizes warrant activity for the years ended December 31, 2021 and 2020: Schedule of Rollforward of Common Stock Warrants Outstanding Number of Common Warrants Number of Pre-funded Warrants Weighted Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding January 1, 2020 932,760 15,000 $ 72.20 4.17 $ - Warrants issued 792,022 - 35.00 Warrants exercised (560,147 ) - 26.40 Pre-funded warrants exercised - (15,000 ) 0.20 Expirations (276 ) - 2,045.40 Outstanding December 31, 2020 1,164,359 - $ 68.20 3.30 $ - Warrants issued 382,588 20.20 Warrants exercised (7,202 ) 33.41 Outstanding December 31, 2021 1,539,745 - $ 56.39 2.98 $ - |
Schedule of Warrants Outstanding | The following represents a summary of the warrants outstanding at each of the dates identified: Schedule of Warrants Outstanding Number of Shares Underlying Warrants Adjusted Year ended December 31, Issue Date Classification Exercise Price Expiration Date 2021 2020 December 17, 2021 Equity $ 14.99 December 15, 2026 36,538 - December 17, 2021 Equity $ 13.99 December 17, 2026 281,047 - February 16, 2021 Equity $ 49.99 February 11, 2026 65,003 - August 7, 2020 Equity $ 35.99 July 14, 2025 90,743 90,743 August 7, 2020 Equity $ 44.99 July 14, 2025 10,939 10,939 July 23, 2020 Equity $ 35.99 July 14, 2025 77,502 77,502 July 13, 2020 Equity $ 44.99 July 14, 2025 21,846 21,846 July 13, 2020 Equity $ 35.99 July 14, 2025 334,800 336,050 April 20, 2020 Equity $ 30.99 April 20, 2022 239,380 239,380 April 20, 2020 Equity $ 41.77 April 20, 2022 15,562 15,562 April 8, 2019 Equity $ 26.99 April 8, 2024 65,907 66,859 April 8, 2019 Equity $ 33.74 April 3, 2024 39,871 39,871 February 12, 2019 Equity $ 36.62 February 7, 2024 5,548 5,548 February 12, 2019 Equity $ 26.79 August 12, 2024 66,675 71,675 February 4, 2019 Equity $ 42.49 January 30, 2024 1,732 1,732 January 31, 2019 Equity $ 42.49 January 26, 2024 511 511 December 3, 2018 Equity $ 77.99 June 3, 2024 46,876 46,876 April 3, 2018 Equity $ 149.99 April 3, 2023 117,559 117,559 April 4, 2018 Equity $ 149.99 April 4, 2023 5,751 5,751 June 15, 2015 Equity $ 1,509.99 Five years after milestone achievement 15,955 15,955 Total Outstanding 1,539,745 1,164,359 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the years ended December 31, 2021 and 2020: Summary of Stock Option Activity Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2020 44,968 $ 231.90 8.52 $ - Granted 117,215 30.42 Exercised (1,125 ) 21.20 - 9.55 Forfeited or expired (16,096 ) 289.87 Outstanding — December 31, 2020 144,962 $ 64.20 8.75 $ 59.86 Granted 58,039 27.79 - Forfeited or expired (6,995 ) 83.78 Outstanding — December 31, 2021 196,006 $ 52.72 8.12 $ - Exercisable — December 31, 2021 95,233 $ 78.20 7.73 $ - |
Schedule of Calculation of Fair Value Assumptions | Schedule of Calculation of Fair Value Assumptions Year ended December 31, 2021 2020 Expected option life (years) 5.98 5.93 Risk-free interest rate 0.64 % 1.57 % Expected volatility 104.96 % 93.93 % Expected dividend yield 0 % 0 % |
Schedule of Stock-Based Compensation Expense | The following table presents total stock-based compensation expense for the years ended December 31, 2021 and 2020, respectively: Schedule of Stock-Based Compensation Expense 2021 2020 Year ended December 31, 2021 2020 Research and development $ 217 $ 185 General and administrative 941 973 Total stock-based compensation expense $ 1,158 $ 1,158 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Components of Lease Expense | The components of lease expense for the Company for the years ended December 31, 2021 and 2020 were as follows: Schedule of Components of Lease Expense 2021 2020 Year ended December 31, 2021 2020 Lease Cost Fixed lease cost $ 1,135 $ 909 Variable lease cost 417 421 Total lease cost $ 1,552 $ 1,330 Other information Immaterial office equipment lease obligation, 4 $ 12 $ 15 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,194 $ 698 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,671 $ 1,687 Weighted-average remaining lease term — operating leases 1.5 Weighted-average discount rate — operating leases 2.97 % 5.23 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities due under these lease agreements as of December 31, 2021 are as follows: Schedule of Maturities of Lease Liabilities Operating Leases Maturity of lease liabilities 2022 $ 1,478 2023 (half year) 862 Total lease payments 2,340 Less: interest ( 52 ) Total lease liabilities $ 2,288 |
Schedule of Operating Lease Liability | Schedule of Operating Lease Liability Reported as of December 31, 2021 Lease liabilities — short term $ 1,431 Lease liabilities — long term 857 Total lease liabilities $ 2,288 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 consolidated financial statements is as follows: Summary of Reconciliation of Expected Income Tax Benefit Computed Using Federal Statutory Income Tax Rate To Company's Effective Income Tax Rate 2021 2020 Income tax computed at federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 5.0 % 3.1 % Research and development credits 1.8 % 2.6 % Expiration of stock options (0.3 )% (2.3 )% Write-down of goodwill assets (3.7 )% — Non-deductible warrant inducement — (10.1 )% Permanent differences (0.3 )% (0.4 )% Limitations on credits and net operating losses (16.3 )% (5.3 )% Other — (0.8 )% Change in valuation allowance (7.2 )% (7.8 )% Total — — |
Summary of Components of Deferred Tax Assets | The significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 were as follows: Summary of Components of Deferred Tax Assets 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 10,836 $ 8,732 Research and development credit carryforwards 12 356 Capitalized start-up expenses 432 572 Share-based compensation 815 664 Lease liability 625 476 Other 2,415 2,716 Total deferred tax assets 15,135 13,516 Deferred tax liabilities: Right of use asset (572 ) (407 ) Total deferred tax liabilities (572 ) (407 ) Valuation allowance (14,563 ) (13,109 ) 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: Summary of Roll-forward of Gross Uncertain Tax Positions Gross Balance — January 1, 2020 $ 87 Additions for current year tax positions 34 Reductions for prior year tax positions (121 ) Balance — December 31, 2020 - Additions for current year tax positions 130 Reductions for prior year tax positions (130 ) Balance — December 31, 2021 $ - |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Anti-Dilutive Weighted-Average Shares Outstanding | The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact: Schedule of Computation of Anti-Dilutive Weighted-Average Shares Outstanding 2021 2020 Year ended December 31, 2021 2020 Options to purchase common stock 196,004 144,960 Preferred stock convertible into common stock 152,500 - Warrants to purchase common stock 1,539,745 1,164,359 Total 1,888,249 1,309,319 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 53,840 | $ 31,657 |
Restricted cash | 1,625 | 204 |
Total cash, cash equivalents and restricted cash | $ 55,465 | $ 31,861 |
Summary of Finite Lived Intangi
Summary of Finite Lived Intangible Assets Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Office furniture and equipment | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Office furniture and equipment | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Office furniture and equipment | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of estimated useful life or remaining lease term |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Recent Accounting Standards (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Deposit money market | $ 51 | |
Cash and cash equivalents | 53,840 | $ 31,657 |
Impairment goodwill charge | 3,577 | |
Fair Value, Inputs, Level 1 [Member] | ||
Product Information [Line Items] | ||
Cash and cash equivalents | 47,758 | 29,054 |
Future Office [Member] | ||
Product Information [Line Items] | ||
Letter of credit | 1,421 | 153 |
Laboratory Facility [Member] | ||
Product Information [Line Items] | ||
Letter of credit | $ 153 | $ 51 |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 99.00% | 99.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 96.00% | 93.00% |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses And Other Current Assets | ||
Insurance | $ 325 | $ 276 |
Clinical and consulting | 230 | 317 |
Other | 316 | 130 |
Total prepaid and other current assets | $ 871 | $ 723 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,961 | $ 2,842 |
Less accumulated depreciation and amortization | (2,640) | (2,481) |
Property and equipment, net | 321 | 361 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,838 | 1,702 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 304 | 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 | 602 | 596 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 25 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 169 | $ 215 |
Significant Agreements (Details
Significant Agreements (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Liability Contingency [Line Items] | |||
Aggregate transaction price | $ 22,000 | ||
Revenue related to the research and development service | 5,169 | $ 12,634 | |
Aggregate transaction price | 939 | 4,166 | |
Cipla Agreement [Member] | Cipla technologies LLC [Member] | |||
Product Liability Contingency [Line Items] | |||
Proceeds from Related Party Debt | 22,000 | ||
Aggregate transaction price | 7,008 | 8,341 | |
Transaction price | $ 22,000 | ||
Aggregate transaction price | 939 | 2,173 | |
Deferred revenue | 7,397 | ||
Cipla Agreement [Member] | Cipla technologies LLC [Member] | Research and Development Service [Member] | |||
Product Liability Contingency [Line Items] | |||
Aggregate transaction price | 12,000 | ||
Revenue related to the research and development service | 1,398 | 5,749 | |
Cipla Agreement [Member] | Cipla technologies LLC [Member] | Irrevocable License [Member] | |||
Product Liability Contingency [Line Items] | |||
Aggregate transaction price | $ 10,000 | ||
Collaboration And License Agreement [Member] | |||
Product Liability Contingency [Line Items] | |||
Royalty revenue | The royalty rates are as follows: (1) 7% of net sales during calendar year 2020, (2) 14% of net sales during calendar year 2021, and (3) 17% of net sales during calendar year 2022 and each calendar year thereafter during the royalty term. In addition, Pulmatrix shall be entitled to receive a milestone payment of $1,000 following the achievement of aggregate net sales of all Licensed Products of $20,000 | ||
Collaboration And License Agreement [Member] | Research and Development Service [Member] | |||
Product Liability Contingency [Line Items] | |||
Revenue related to the research and development service | $ 3,748 | ||
Collaboration And License Agreement [Member] | Research and development [Member] | |||
Product Liability Contingency [Line Items] | |||
Revenue related to the research and development service | 6,854 | ||
Deferred revenue | 1,993 | ||
Sensory Cloud Agreement [Member] | Royalty [Member] | |||
Product Liability Contingency [Line Items] | |||
Revenue related to the research and development service | $ 23 | $ 6 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Wages and incentives | $ 991 | $ 813 |
Clinical and consulting | 97 | 1,010 |
Vacation | 60 | 56 |
Legal and patents | 58 | 129 |
Other | 27 | 20 |
Total accrued expenses | $ 1,233 | $ 2,028 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) $ / shares in Units, $ in Thousands | Mar. 25, 2022shares | Dec. 17, 2021USD ($)$ / sharesshares | Dec. 31, 2022shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 13, 2020 | Jul. 13, 2020$ / sharesshares | Jul. 09, 2020$ / shares | Apr. 20, 2020shares |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 500,000 | 0 | |||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||
Preferred stock, shares outstanding | 0 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 55,860 | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||
Proceeds from Issuance of Common Stock | $ | $ 37,079 | $ 7,314 | |||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||
Preferred stock, voting rights | The preferred stock does not have any mandatory redemption provisions, contingently redeemable redemption provisions, preferential dividend rights, liquidation preferences, or voting rights, apart from mirrored, non-discretionary voting rights with common stock as a single class, equal to 100,000 votes per share of common stock underlying the preferred stock on the Reverse Stock Split proposal which was approved by the Company’s stockholders at a special stockholder meeting on February 10, 2022. | ||||||||
Measurement Input, Option Volatility [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 117.98 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 1.23 | 0.28 | |||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 27 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 35.99 | ||||||||
Conversion of Stock, Shares Issued | 409,585 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Shares Issued | 76,250 | ||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 44.99 | ||||||||
Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 503,045 | ||||||||
Gross proceeds from issuance and sale of stock | $ | $ 1,961 | ||||||||
Debt Issuance Costs, Net | $ | 328 | ||||||||
Proceeds from Issuance or Sale of Equity | $ | 1,633 | ||||||||
Warrant [Member] | Private Placement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 32,785 | ||||||||
Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 4,915.008 | ||||||||
Discount to preferred stock amount, intrinsic value | $ | $ 3,197 | ||||||||
Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 915 | ||||||||
Institutional Investors [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, par value | $ / shares | $ 1 | ||||||||
Stock Issued During Period, Shares, Conversion of Units | 6,745.008 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 281,047 | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||
Gross proceeds from issuance of common stock | $ | $ 6,745 | ||||||||
Proceeds from Issuance of Common Stock | $ | 6,040 | ||||||||
Payments of Financing Costs | $ | $ 705 | ||||||||
Institutional Investors [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 562,085 | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 12 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 13.99 | ||||||||
Institutional Investors [Member] | Common Stock [Member] | Private Placement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 36,538 | ||||||||
Payments of Financing Costs | $ | $ 422 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 14.99 | ||||||||
Institutional Investors [Member] | Common Stock [Member] | Private Placement [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 6,745 | 0 | |||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares outstanding | 1,830 | 0 | |||||||
Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Gross proceeds from issuance and sale of stock | $ | $ 4,784 | ||||||||
Debt Issuance Costs, Net | $ | 800 | ||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 3,984 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | May 26, 2021USD ($) | Apr. 16, 2021USD ($) | Feb. 16, 2021USD ($)$ / sharesshares | Jul. 13, 2020USD ($)$ / sharesshares | Apr. 20, 2020USD ($)$ / sharesshares | Apr. 16, 2020USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 17, 2021 | Aug. 13, 2020$ / shares | Jul. 09, 2020$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Sales of common stock, shares | 239,379 | ||||||||||
Stock Issued During Period, Shares, New Issues | 15,000 | 7,202 | |||||||||
Stock Issued During Period, Value, New Issues | $ | $ 37,079,000 | $ 7,314,000 | |||||||||
Warrants and rights outstanding | 5 years | 5 years | |||||||||
Exercise of warrants | $ | 204,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 55,860 | ||||||||||
Warrant excerice period | 5 years | ||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 33.42 | ||||||||||
Proceeds from Issuance of Warrants | $ | $ 1,139,000 | $ 204,000 | $ 13,643,000 | ||||||||
Measurement Input, Price Volatility [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Warrants and rights MeasurementInput | 99 | ||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Warrants and rights MeasurementInput | 1.23 | 0.28 | |||||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Warrants and rights MeasurementInput | 0 | 0 | |||||||||
Common Stock [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 239,379 | |||||||||
Stock Issued During Period, Value, New Issues | $ | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 35.99 | ||||||||||
Exercise of warrants | $ | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 27 | ||||||||||
Stock issued during period shares exercise of warrants | 504,287 | 7,202 | |||||||||
Proceeds from Warrant Exercises | $ | $ 13,616 | $ 12,504 | |||||||||
Agent fees and offering expenses | $ | 1,112 | ||||||||||
Warrant [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 503,045 | ||||||||||
Inducement Warrants [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Weighted average fair value of warrnts | $ / shares | $ 18.40 | ||||||||||
Weighted average grant date fair value | $ | $ 9,289 | ||||||||||
Placement Agent Warrant [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Weighted average fair value of warrnts | $ / shares | $ 17.40 | ||||||||||
Warrants [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 45,736 | ||||||||||
Investors [Member] | Warrant [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 30.99 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 239,380 | ||||||||||
Placement Agents [Member] | Warrant [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 41.77 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,562,000 | ||||||||||
Investors [Member] | Warrant [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12.80 | ||||||||||
Placement Agents [Member] | Warrant [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10.80 | ||||||||||
Direct Offering [Member] | Institutional Investors [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 40,000,000 | ||||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 44.99 | ||||||||||
Warrant excerice period | 5 years | ||||||||||
Private Placement [Member] | Warrant [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 32,785 | ||||||||||
Private Placement [Member] | Institutional Investors [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Class of warrant or right issued | 65,003 | ||||||||||
Warrants and rights outstanding | 5 years | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 49.99 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Sales of common stock, value | $ | $ 8,000,000 | ||||||||||
Other General and Administrative Expense | $ | $ 686,000 | ||||||||||
Proceeds from Fees Received | $ | $ 7,314,000 | ||||||||||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Warrant fair value price per share | $ / shares | $ 31.40 | ||||||||||
Letter Agreements [Member] | Accredited Investors [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 504,287 | ||||||||||
H.C.Wainwright and Co., LLC [Member] | Sale Agreement [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Sales of common stock, value | $ | $ 20,000,000,000 | ||||||||||
Commission percentage | 3.00% | ||||||||||
Sales of common stock, shares | 0 |
Schedule of Rollforward of Comm
Schedule of Rollforward of Common Stock Warrants Outstanding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Remaining Contractual Term (Years), Outstanding, Beginning Balance | 3 years 3 months 18 days | 4 years 2 months 1 day |
Weighted Average Remaining Contractual Term (Years), Outstanding, Ending balance | 2 years 11 months 23 days | |
Warrant [Member] | ||
Number of Common Warrants, Outstanding, Ending Balance | 1,164,359 | 932,760 |
Number of Pre-funded Warrants, Outstanding, Beginning Balance | 15,000 | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 68.20 | $ 72.20 |
Aggregate Intrinsic Value, Outstanding, Beginning balance | ||
Number of Common Warrants, Warrants issued | 382,588 | 792,022 |
Number of Pre-funded Warrants, Warrants issued | ||
Weighted Average Exercise Price, Warrants issued | $ 20.20 | $ 35 |
Number of Common Warrants, Warrants exercised | (7,202) | (560,147) |
Number of Pre-funded Warrants, Warrants exercised | ||
Weighted Average Exercise Price, Warrants issued | $ 33.41 | $ 26.40 |
Number of Common Warrants, Pre-funded warrants exercised | ||
Number of Pre-funded Warrants, Warrants exercised | (15,000) | |
Weighted Average Exercise Price, Pre-funded warrants exercised | $ 0.20 | |
Number of Common Warrants, Expirations | (276) | |
Number of Pre-funded Warrants, Expirations | ||
Weighted Average Exercise Price, Expirations | $ 2,045.40 | |
Number of Pre-funded Warrants, Outstanding, Ending Balance | ||
Number of Common Warrants, Outstanding, Ending Balance | 1,539,745 | 1,164,359 |
Number of Pre-funded Warrants, Outstanding, Ending Balance | ||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 56.39 | $ 68.20 |
Aggregate Intrinsic Value, Outstanding, Ending balance |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Dec. 17, 2021 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 14.99 | |
Warrants, Expiration Date | Dec. 15, 2026 | |
Number of Shares Underlying Warrants | 36,538 | |
Warrant Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Dec. 17, 2021 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 13.99 | |
Warrants, Expiration Date | Dec. 17, 2026 | |
Number of Shares Underlying Warrants | 281,047 | |
Warrant Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Feb. 16, 2021 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 49.99 | |
Warrants, Expiration Date | Feb. 11, 2026 | |
Number of Shares Underlying Warrants | 65,003 | |
Warrant Four [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Aug. 7, 2020 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 35.99 | |
Warrants, Expiration Date | Jul. 14, 2025 | |
Number of Shares Underlying Warrants | 90,743 | 90,743 |
Warrant Five [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Aug. 7, 2020 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 44.99 | |
Warrants, Expiration Date | Jul. 14, 2025 | |
Number of Shares Underlying Warrants | 10,939 | 10,939 |
Warrant Six [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Jul. 23, 2020 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 35.99 | |
Warrants, Expiration Date | Jul. 14, 2025 | |
Number of Shares Underlying Warrants | 77,502 | 77,502 |
Warrant Seven [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Jul. 13, 2020 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 44.99 | |
Warrants, Expiration Date | Jul. 14, 2025 | |
Number of Shares Underlying Warrants | 21,846 | 21,846 |
Warrant Eight [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Jul. 13, 2020 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 35.99 | |
Warrants, Expiration Date | Jul. 14, 2025 | |
Number of Shares Underlying Warrants | 334,800 | 336,050 |
Warrant Nine [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Apr. 20, 2020 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 30.99 | |
Warrants, Expiration Date | Apr. 20, 2022 | |
Number of Shares Underlying Warrants | 239,380 | 239,380 |
Warrant Ten [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Apr. 20, 2020 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 41.77 | |
Warrants, Expiration Date | Apr. 20, 2022 | |
Number of Shares Underlying Warrants | 15,562 | 15,562 |
Warrant Eleven [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Apr. 8, 2019 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 26.99 | |
Warrants, Expiration Date | Apr. 8, 2024 | |
Number of Shares Underlying Warrants | 65,907 | 66,859 |
Warrant Twelve [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Apr. 8, 2019 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 33.74 | |
Warrants, Expiration Date | Apr. 3, 2024 | |
Number of Shares Underlying Warrants | 39,871 | 39,871 |
Warrant Thirteen [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Feb. 12, 2019 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 36.62 | |
Warrants, Expiration Date | Feb. 7, 2024 | |
Number of Shares Underlying Warrants | 5,548 | 5,548 |
Warrant Fourteen [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Feb. 12, 2019 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 26.79 | |
Warrants, Expiration Date | Aug. 12, 2024 | |
Number of Shares Underlying Warrants | 66,675 | 71,675 |
Warrant Fifteen [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Feb. 4, 2019 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 42.49 | |
Warrants, Expiration Date | Jan. 30, 2024 | |
Number of Shares Underlying Warrants | 1,732 | 1,732 |
Warrant Sixteen [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Jan. 31, 2019 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 42.49 | |
Warrants, Expiration Date | Jan. 26, 2024 | |
Number of Shares Underlying Warrants | 511 | 511 |
Warrant Seventeen [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Dec. 3, 2018 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 77.99 | |
Warrants, Expiration Date | Jun. 3, 2024 | |
Number of Shares Underlying Warrants | 46,876 | 46,876 |
Warrant Eighteen [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Apr. 3, 2018 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 149.99 | |
Warrants, Expiration Date | Apr. 3, 2023 | |
Number of Shares Underlying Warrants | 117,559 | 117,559 |
Warrant Nineteen [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Apr. 4, 2018 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 149.99 | |
Warrants, Expiration Date | Apr. 4, 2023 | |
Number of Shares Underlying Warrants | 5,751 | 5,751 |
Warrants, Expiration Date, Description | Five years after milestone achievement | |
Warrant Twenty [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Issue Date | Jun. 15, 2015 | |
Warrants, Classification | Equity | |
Warrants, Exercise Price | $ 1,509.99 | |
Number of Shares Underlying Warrants | 15,955 | 15,955 |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Underlying Warrants | 1,539,745 | 1,164,359 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Equity Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | ||
Number of options, outstanding, beginning balance | 144,962 | 44,968 |
Weighted average exercise price, outstanding, beginning balance | $ 64.20 | $ 231.90 |
weighted average remaining contractual term (years), outstanding, beginning balance | 8 years 6 months 7 days | |
Aggregate intrinsic value outstanding beginning balance | $ 59,860 | |
Number of Options, Granted | 58,039 | 117,215 |
Weighted Average Exercise Price, Granted | $ 27.79 | $ 30.42 |
Number of Options, Exercised | (1,125) | |
Weighted Average Exercise Price, Exercised | $ 83.78 | $ 21.20 |
Aggregate intrinsic value, forfeited or expired | $ 9,550 | |
Number of Options, Forfeited or expired | (6,995) | (16,096) |
Weighted Average Exercise Price, Forfeited or Expired | $ 289.87 | |
weighted average remaining contractual term (years), outstanding, beginning balance | 8 years 9 months | |
Number of options, outstanding, ending balance | 196,006 | 144,962 |
Weighted average exercise price, outstanding, ending balance | $ 52.72 | $ 64.20 |
weighted average remaining contractual term (years), outstanding, ending balance | 8 years 1 month 13 days | |
Aggregate intrinsic value outstanding ending balance | $ 59,860 | |
Number of options, outstanding, exercisable | 95,233 | |
Weighted average exercise price, outstanding, exercisable | $ 78.20 | |
weighted average remaining contractual term (years), exercisable | 7 years 8 months 23 days | |
Aggregate intrinsic value, outstanding exercisable |
Schedule of Calculation of Fair
Schedule of Calculation of Fair Value Assumptions (Details) - Share-based Payment Arrangement, Option [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life (years) | 5 years 11 months 23 days | 5 years 11 months 4 days |
Risk-free interest rate | 0.64% | 1.57% |
Expected volatility | 104.96% | 93.93% |
Expected dividend yield | 0.00% | 0.00% |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 1,158 | $ 1,158 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 217 | 185 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 941 | $ 973 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Valuation Technique, Option Pricing Model [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value of options granted | $ 33 | $ 38 |
Share-based Payment Arrangement, Option [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
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 | |
Award vesting percentage | 25.00% | |
Number of equal vesting installments | 36 months | |
Share-based Payment Arrangement, Option [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting term | in 48 equal monthly installments beginning on the first monthly anniversary after the vesting start date | |
Number of equal vesting installments | 48 months | |
Share-based Payment Arrangement, Option [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
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 | |
Award vesting percentage | 25.00% | |
Number of equal vesting installments | 36 months | |
Share-based Payment Arrangement, Option [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares provides for grant | 51,539 | |
Share-based Payment Arrangement, Option [Member] | Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares provides for grant | 6,500 | |
2013 Employee, Director and Consultant Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 293,262 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 93,481 | |
Legacy Share Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 63 | |
Stock Award Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expenses | $ 2,182 | |
Weighted-average period of unrecognized stock-based compensation expense | 2 years 4 months 24 days |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Payments for commitments | $ 296 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Fixed lease cost | $ 1,135 | $ 909 |
Variable lease cost | 417 | 421 |
Total lease cost | 1,552 | 1,330 |
Immaterial office equipment lease obligation, 4 year lease | 12 | 15 |
Operating cash flows from operating leases | 1,194 | 698 |
Operating leases | $ 1,671 | $ 1,687 |
Weighted average remaining lease term- Operating lease | 1 year 6 months | |
Weighted-average discount rate - operating leases | 2.97% | 5.23% |
Schedule of Components of Lea_2
Schedule of Components of Lease Expense (Details) (Parenthetical) | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |
Lease obligation term | 1 year 6 months |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Lease obligation term | 4 years |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 1,478 |
2023 (half year) | 862 |
Total lease payments | 2,340 |
Less: interest | 52 |
Total lease liabilities | $ 2,288 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Lease liabilities — short term | $ 1,431 | $ 1,135 |
Lease liabilities — long term | 857 | $ 608 |
Total lease liabilities | $ 2,288 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | Jan. 07, 2022USD ($)ft² | Dec. 31, 2021ft² |
Area of lease | ft² | 22,000 | |
Lease Agreement [Member] | Subsequent Event [Member] | Cobalt Propco [Member] | ||
Area of lease | ft² | 20,000 | |
Tenant allowance | $ | $ 3,920 | |
Lessee description | The lease provides for base rent of $101 per month, which will increase 3% each year over the ten year noncancellable term. The Company has the option to extend the lease for one additional 5-year term and is responsible for real estate taxes, maintenance, and other operating expenses applicable to the leased premises. | |
Lease base rent payment per month | $ | $ 101 | |
Hayden LLC [Member] | ||
Operating lease expiration date | Jun. 30, 2023 |
Summary of Reconciliation of Ex
Summary of Reconciliation of Expected Income Tax Benefit Computed Using Federal Statutory Income Tax Rate To Company's Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at federal statutory tax rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 5.00% | 3.10% |
Research and development credits | 1.80% | 2.60% |
Expiration of stock options | (0.30%) | (2.30%) |
Write-down of goodwill assets | (3.70%) | |
Non-deductible warrant inducement | (10.10%) | |
Permanent differences | (0.30%) | (0.40%) |
Limitations on credits and net operating losses | (16.30%) | (5.30%) |
Other | (0.80%) | |
Change in valuation allowance | (7.20%) | (7.80%) |
Total |
Summary of Components of Deferr
Summary of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 10,836 | $ 8,732 |
Research and development credit carryforwards | 12 | 356 |
Capitalized start-up expenses | 432 | 572 |
Share-based compensation | 815 | 664 |
Lease liability | 625 | 476 |
Other | 2,415 | 2,716 |
Total deferred tax assets | 15,135 | 13,516 |
Right of use asset | (572) | (407) |
Total deferred tax liabilities | (572) | (407) |
Valuation allowance | (14,563) | (13,109) |
Net deferred tax liabilities |
Summary of Roll-forward of Gros
Summary of Roll-forward of Gross Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 87 | |
Additions for current year tax positions | 130 | 34 |
Reductions for prior year tax positions | (130) | (121) |
Balance as of end of year |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 50,520 | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 3,592 | |
Operating Loss Carryforwards Expiration Date Description | various dates from 2023 through 2041 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 12 | $ 356 |
Deferred Tax Assets Tax Credit Carryforwards Expiration Date Description | which begin to expire in 2041 | |
Percentage utilization | $ 50 | |
Increase in deferred tax assets valuation allowance | $ 1,454 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 46,736 | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 2,670 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 12 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 3,784 |
Schedule of Computation of Anti
Schedule of Computation of Anti-Dilutive Weighted-Average Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,888,249 | 1,309,319 |
Options To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 196,004 | 144,960 |
Preferred stock convertible into common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 152,500 | |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,539,745 | 1,164,359 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 3 Months Ended |
Mar. 29, 2022shares | |
Subsequent Event [Member] | Employees and director [Member] | Two Thousand And Thirteen Plan [Member] | |
Subsequent Event [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 92,367 |