Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
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 $0.0001 per share | |
Trading Symbol | PULM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,639,185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 40,683 | $ 53,840 |
Restricted cash | 153 | |
Accounts receivable | 476 | 67 |
Prepaid expenses and other current assets | 1,913 | 871 |
Total current assets | 43,225 | 54,778 |
Property and equipment, net | 265 | 321 |
Operating lease right-of-use asset | 1,060 | 2,093 |
Long-term restricted cash | 1,472 | 1,625 |
Other long-term assets | 428 | |
Total assets | 46,450 | 58,817 |
Current liabilities: | ||
Accounts payable | 1,155 | 839 |
Accrued expenses and other current liabilities | 2,748 | 1,233 |
Operating lease liability | 1,281 | 1,431 |
Deferred revenue | 1,140 | 939 |
Total current liabilities | 6,324 | 4,442 |
Deferred revenue, net of current portion | 5,080 | 6,069 |
Operating lease liability, net of current portion | 857 | |
Total liabilities | 11,404 | 11,368 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value — 500,000 shares authorized; 6,746 shares designated Series A convertible preferred stock; no and 1,830 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 1,081 | |
Common stock, $0.0001 par value — 200,000,000 shares authorized; 3,639,185 and 3,222,037 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 304,306 | 301,008 |
Accumulated deficit | (269,260) | (254,640) |
Total stockholders’ equity | 35,046 | 47,449 |
Total liabilities and stockholders’ equity | $ 46,450 | $ 58,817 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 3,639,185 | 3,222,037 |
Common stock, shares outstanding | 3,639,185 | 3,222,037 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 6,746 | 6,746 |
Preferred stock, shares issued | 0 | 1,830 |
Preferred stock, shares outstanding | 0 | 1,830 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,872 | $ 1,069 | $ 4,363 | $ 4,713 |
Operating expenses: | ||||
Research and development | 5,287 | 4,026 | 13,773 | 12,423 |
General and administrative | 1,685 | 1,656 | 5,212 | 4,837 |
Goodwill impairment | 3,577 | 3,577 | ||
Total operating expenses | 6,972 | 9,259 | 18,985 | 20,837 |
Loss from operations | (5,100) | (8,190) | (14,622) | (16,124) |
Other income (expense), net: | ||||
Interest income | 102 | 1 | 118 | 6 |
Other (expense) income, net | (54) | 5 | (116) | (22) |
Total other income (expense), net | 48 | 6 | 2 | (16) |
Net loss | $ (5,052) | $ (8,184) | $ (14,620) | $ (16,140) |
Net loss per share attributable to common stockholders – basic and diluted | $ (1.45) | $ (2.91) | $ (4.32) | $ (6.08) |
Weighted average common shares outstanding – basic and diluted | 3,478,157 | 2,812,454 | 3,383,171 | 2,654,099 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 257,608 | $ (234,469) | $ 23,139 | ||
Beginning balance, shares at Dec. 31, 2020 | 1,805,250 | ||||
Stock-based compensation | 328 | 328 | |||
Net loss | (4,104) | (4,104) | |||
Issuance of common stock, net of issuance costs | 37,079 | 37,079 | |||
Issuance of common stock, net of issuance costs, shares | 1,000,000 | ||||
Exercise of warrants | 204 | 204 | |||
Exercise of warrants, shares | 7,202 | ||||
Balance at Mar. 31, 2021 | 295,219 | (238,573) | 56,646 | ||
Ending balance, shares at Mar. 31, 2021 | 2,812,452 | ||||
Balance at Dec. 31, 2020 | 257,608 | (234,469) | 23,139 | ||
Beginning balance, shares at Dec. 31, 2020 | 1,805,250 | ||||
Net loss | (16,140) | ||||
Balance at Sep. 30, 2021 | 295,802 | (250,609) | 45,193 | ||
Ending balance, shares at Sep. 30, 2021 | 2,812,452 | ||||
Balance at Mar. 31, 2021 | 295,219 | (238,573) | 56,646 | ||
Beginning balance, shares at Mar. 31, 2021 | 2,812,452 | ||||
Stock-based compensation | 299 | 299 | |||
Net loss | (3,852) | (3,852) | |||
Balance at Jun. 30, 2021 | 295,518 | (242,425) | 53,093 | ||
Ending balance, shares at Jun. 30, 2021 | 2,812,452 | ||||
Stock-based compensation | 284 | 284 | |||
Net loss | (8,184) | (8,184) | |||
Balance at Sep. 30, 2021 | 295,802 | (250,609) | 45,193 | ||
Ending balance, shares at Sep. 30, 2021 | 2,812,452 | ||||
Balance at Dec. 31, 2021 | $ 1,081 | 301,008 | (254,640) | 47,449 | |
Beginning balance, shares at Dec. 31, 2021 | 1,830 | 3,222,037 | |||
Conversion of preferred stock to common stock | $ (541) | 541 | |||
Conversion of preferred stock to common stock, shares | (915) | 76,250 | |||
Adjustment due to reverse stock split | |||||
Adjustment due to reverse stock split, shares | 12,635 | ||||
Stock-based compensation | 281 | 281 | |||
Net loss | (4,973) | (4,973) | |||
Balance at Mar. 31, 2022 | $ 540 | 301,830 | (259,613) | 42,757 | |
Ending balance, shares at Mar. 31, 2022 | 915 | 3,310,922 | |||
Balance at Dec. 31, 2021 | $ 1,081 | 301,008 | (254,640) | 47,449 | |
Beginning balance, shares at Dec. 31, 2021 | 1,830 | 3,222,037 | |||
Net loss | (14,620) | ||||
Balance at Sep. 30, 2022 | 304,306 | (269,260) | 35,046 | ||
Ending balance, shares at Sep. 30, 2022 | 3,639,185 | ||||
Balance at Mar. 31, 2022 | $ 540 | 301,830 | (259,613) | 42,757 | |
Beginning balance, shares at Mar. 31, 2022 | 915 | 3,310,922 | |||
Conversion of preferred stock to common stock | $ (540) | 540 | |||
Conversion of preferred stock to common stock, shares | (915) | 76,250 | |||
Stock-based compensation | 277 | 277 | |||
Net loss | (4,595) | (4,595) | |||
Balance at Jun. 30, 2022 | 302,647 | (264,208) | 38,439 | ||
Ending balance, shares at Jun. 30, 2022 | 3,387,172 | ||||
Stock-based compensation | 277 | 277 | |||
Net loss | (5,052) | (5,052) | |||
Issuance of common stock, net of issuance costs | 1,382 | 1,382 | |||
Issuance of common stock, net of issuance costs, shares | 252,013 | ||||
Balance at Sep. 30, 2022 | $ 304,306 | $ (269,260) | $ 35,046 | ||
Ending balance, shares at Sep. 30, 2022 | 3,639,185 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (5,052) | $ (8,184) | $ (14,620) | $ (16,140) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 123 | 134 | ||
Amortization of operating lease right-of-use asset | 1,033 | 728 | ||
Stock-based compensation | 835 | 911 | ||
Goodwill impairment | 3,577 | 3,577 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (409) | 75 | ||
Prepaid expenses and other current assets | (1,042) | (141) | ||
Other long-term assets | (428) | |||
Accounts payable | 478 | (50) | ||
Accrued expenses and other current liabilities | 1,515 | (643) | ||
Operating lease liability | (1,007) | (845) | ||
Deferred revenue | (788) | (2,937) | ||
Net cash used in operating activities | (14,310) | (15,331) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (77) | (118) | ||
Net cash used in investing activities | (77) | (118) | ||
Cash flows from financing activities: | ||||
Preferred stock issuance costs | (152) | |||
Proceeds from issuance of common stock, net of issuance costs | 1,382 | 37,079 | ||
Proceeds from exercise of warrants | 204 | |||
Net cash provided by financing activities | 1,230 | 37,283 | ||
Net (decrease) increase in cash, cash equivalents and restricted cash | (13,157) | 21,834 | ||
Cash, cash equivalents and restricted cash — beginning of period | 55,465 | 31,861 | ||
Cash, cash equivalents and restricted cash — end of period | 42,308 | 53,695 | 42,308 | 53,695 |
Supplemental information: | ||||
Cash and cash equivalents | 40,683 | 53,491 | 40,683 | 53,491 |
Restricted cash | 153 | 153 | ||
Long-term restricted cash | 1,472 | 204 | 1,472 | 204 |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 42,308 | $ 53,695 | 42,308 | 53,695 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Conversion of preferred stock to common stock | $ 1,081 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Pulmatrix, Inc. (the “Company”) was incorporated in 2013 as a Delaware corporation. The Company is a clinical-stage biotechnology company focused on the discovery and development of a novel class of inhaled therapeutic products. The Company’s proprietary dry powder delivery platform, iSPERSE ™ ™ Reverse Stock Split On February 28, 2022, the Company effectuated a 1-for-20 reverse stock split without any change in the par value per share. Any fraction of a share of common stock that resulted from the Reverse Stock Split was rounded up to the nearest whole share. Accordingly, as required in accordance with U.S. GAAP (as defined below), all common stock 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 | 9 Months Ended |
Sep. 30, 2022 | |
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 The condensed consolidated financial statements of the Company included herein have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 29, 2022 (the “Annual Report”). The financial information as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021, is unaudited. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. The balance sheet data as of December 31, 2021 was derived from audited consolidated financial statements. The results of the Company’s operations for any interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full fiscal year. Use of Estimates In preparing condensed 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 condensed 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 condensed 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 warrant transactions, incremental borrowing rate, and accounting for income taxes and the related valuation allowance. 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 nine months ended September 30, 2022, one customer accounted for 99% of revenue recognized in the accompanying financial statements. For the nine months ended September 30, 2021, two customers accounted for 99% of revenue recognized in the accompanying financial statements. As of September 30, 2022, one customer accounted for 99% of accounts receivable recorded in the accompanying financial statements. 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. 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 May 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 September 30, 2022, 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 condensed consolidated financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments As of September 30, 2022 and December 31, 2021, 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 $ 35,415 47,758 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at September 30, 2022 and December 31, 2021 (dollars in thousands): Schedule of Prepaid Expenses and Other Current Assets September 30, 2022 December 31, 2021 Clinical and consulting $ 1,239 $ 230 Insurance 428 325 Software and hosting costs 140 - Other 106 316 Total prepaid expenses and other current assets $ 1,913 $ 871 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of the following at September 30, 2022 and December 31, 2021 (dollars in thousands): Schedule of Property and Equipment September 30, 2022 December 31, 2021 Laboratory equipment $ 1,838 $ 1,838 Leasehold improvements 664 602 Computer equipment 292 304 Office furniture and equipment 216 217 Capital in progress 5 - Total property and equipment 3,015 2,961 Less accumulated depreciation and amortization (2,750 ) (2,640 ) Property and equipment, net $ 265 $ 321 Depreciation and amortization expense for the nine months ended September 30, 2022 and 2021 was $ 123 134 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at September 30, 2022 and December 31, 2021 (dollars in thousands): Schedule of Accrued Expenses and Other Current Liabilities September 30, December 31, Clinical and consulting $ 1,506 $ 97 Wages and incentives 960 1,051 Legal and patents 126 58 Other 156 27 Total accrued expenses and other current liabilities $ 2,748 $ 1,233 |
Significant Agreements
Significant Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Significant Agreements | 7. 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 PUR1900, the Company’s inhaled iSPERSE ™ The Company received a non-refundable upfront payment of $ 22.0 ™ 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”), in addition to which, 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, potentially bringing the sharing of Direct Costs to a 50/50 basis. 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 . Phase 2 Development Plan – Development Milestones Development Milestone Milestone Date 25% of patients enrolled in Phase 2 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 Accounting Standards Codification (“ASC”) 808, Collaborative Arrangements Revenue from Contracts with Customers The Company determined the total transaction price to be $ 22.0 12.0 10.0 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 concluded that the Cipla 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 Cipla Amendment as well as $ 7.4 During the three and nine months ended September 30, 2022, the Company recognized $ 1.9 4.4 6.2 1.1 |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Preferred Stock | 8. 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 6,746 The Series A 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 Series A 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 As of September 30, 2022, there are no shares of Series A Preferred Stock outstanding as all previously issued shares were converted into common stock during the nine months ended September 30, 2022 and the year ended December 31, 2021. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common Stock | 9. Common Stock 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 $ 20.0 3.0 During the nine months ended September 30, 2022, the Company sold 252,013 shares of its common stock under the Sales Agreement at a weighted-average price of approximately $ 5.70 per share which resulted in net proceeds of approximately $ 1.4 million. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants | |
Warrants | 10. Warrants There were no warrants issued or exercised during the nine months ended September 30, 2022. There were warrants to purchase up to 254,942 The following represents a summary of the warrants outstanding and exercisable at September 30, 2022: Schedule of Warrants Outstanding Adjusted Expiration Number of Shares Underlying Warrants Issue Date Classification Exercise Price Date Outstanding Exercisable 17-Dec-21 Equity $ 14.99 15-Dec-26 36,538 36,538 17-Dec-21 Equity $ 13.99 17-Dec-26 281,047 281,047 16-Feb-21 Equity $ 49.99 11-Feb-26 65,003 65,003 7-Aug-20 Equity $ 35.99 14-Jul-25 90,743 90,743 7-Aug-20 Equity $ 44.99 14-Jul-25 10,939 10,939 23-Jul-20 Equity $ 35.99 14-Jul-25 77,502 77,502 13-Jul-20 Equity $ 44.99 14-Jul-25 21,846 21,846 13-Jul-20 Equity $ 35.99 14-Jul-25 334,800 334,800 8-Apr-19 Equity $ 26.99 8-Apr-24 65,907 65,907 8-Apr-19 Equity $ 33.74 3-Apr-24 39,871 39,871 12-Feb-19 Equity $ 36.62 7-Feb-24 5,548 5,548 12-Feb-19 Equity $ 26.79 12-Aug-24 66,675 66,675 4-Feb-19 Equity $ 42.49 30-Jan-24 1,732 1,732 31-Jan-19 Equity $ 42.49 26-Jan-24 511 511 3-Dec-18 Equity $ 77.99 3-Jun-24 46,876 46,876 3-Apr-18 Equity $ 149.99 3-Apr-23 117,559 117,559 4-Apr-18 Equity $ 149.99 4-Apr-23 5,751 5,751 15-Jun-15 Equity $ 1,509.99 Five years after milestone achievement 15,955 - 1,284,803 1,268,848 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation The Company sponsors the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”). As of September 30, 2022, the 2013 Plan provides for the grant of up to 454,363 shares of common stock, of which 142,642 shares remain available for future grant. In addition, the Company sponsors two legacy plans under which no additional awards may be granted. As of September 30, 2022, the two legacy plans have a total of 35 During the nine months ended September 30, 2022, the Company granted 123,357 5.45 The following table summarizes stock option activity for the nine months ended September 30, 2022: Summary of Stock Option Activity Number of Options Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2022 196,006 $ 52.72 8.12 $ - Granted 123,357 6.45 Forfeited or expired (11,445 ) 200.12 Outstanding — September 30, 2022 307,918 $ 28.70 8.22 $ - Exercisable — September 30, 2022 136,308 $ 46.42 7.42 $ - The Company records stock-based compensation related to stock options based on their grant date fair value. During the nine months ended September 30, 2022, 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 estimating the fair value of stock-based payment awards represent management’s best estimates. The weighted-average assumptions used in determining fair value of the stock options for the nine months ended September 30, 2022 and 2021, are as follows: Schedule of Calculation of Fair Value Assumptions Nine Months Ended September 30, 2022 2021 Expected option life (years) 6.03 5.98 Risk-free interest rate 2.03 % 0.62 % Expected volatility 113.28 % 104.96 % Expected dividend yield - % - % 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 Company’s own historical 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 September 30, 2022, there was $ 1.9 2.19 The following table presents total stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021, respectively (dollars in thousands): Schedule of Stock-based Compensation Expenses 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 65 $ 53 $ 189 $ 164 General and administrative 212 231 646 747 Total stock-based compensation expense $ 277 $ 284 $ 835 $ 911 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Research and Development Activities The Company contracts with various other organizations to conduct research and development activities, including clinical trials. As of September 30, 2022, the Company had aggregate commitments to pay approximately $ 4.4 1.9 4.4 4.0 0.4 Legal Proceedings In the ordinary course of its business, the Company may be involved in various legal proceedings involving contractual and employment relationships, patent or other intellectual property rights, and a variety of other matters. The Company is not aware of any pending legal proceedings that would reasonably be expected to have a material impact on the Company’s financial position or results of operations. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | 13. Leases Current Corporate Headquarters The Company has limited leasing activities as a lessee which 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 three and nine months ended September 30, 2022 and 2021 were as follows (dollars in thousands): Schedule of Components of Lease Expenses 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Lease cost Fixed lease cost $ 357 $ 259 $ 1,072 $ 777 Variable lease cost 206 97 556 319 Total lease cost $ 563 $ 356 $ 1,628 $ 1,096 Other information Immaterial office equipment lease obligation, 4 $ 7 $ 11 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 431 $ 299 $ 1,046 $ 896 Weighted-average remaining lease term — operating leases 0.7 Weighted-average discount rate — operating leases 3.0 % Maturities of lease liabilities due under these lease agreements as of September 30, 2022 are as follows: Schedule of Maturities of Lease Liabilities Operating Leases Maturity of lease liabilities 2022 (three months) $ 431 2023 863 Total lease payments 1,294 Less interest (13 ) Total lease liabilities $ 1,281 Schedule of Operating Lease Liability Reported as of September 30, 2022 Lease liabilities — short term $ 1,281 Lease liabilities — long term - Total lease liabilities $ 1,281 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 3.9 0.5 2.9 The lease provides for base rent of $ 101 As of September 30, 2022, the lease was not recorded on the consolidated balance sheet as the facility is under construction and no payments relating to landlord-owned leasehold improvements have been made by the Company. When payments are made by the Company relating to landlord-owned leasehold improvements, they will be recorded to prepaid rent as a component of other long-term |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company had no income tax expense due to operating losses incurred for the three and nine months ended September 30, 2022 and 2021. 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 September 30, 2022 and December 31, 2021. The Company applies ASC 740, Income Taxes |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 15. 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 Series A 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 Series A Preferred Stock and diluted net loss per share is the same as basic net loss per share because common stock equivalents are excluded as its 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 Three and Nine Months Ended September 30, 2022 2021 Stock options to purchase common stock 307,918 194,393 Warrants to purchase common stock 1,284,803 1,222,042 Total 1,592,721 1,416,435 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events The Company has completed an evaluation of all subsequent events after the balance sheet date of September 30, 2022 through the date the condensed consolidated financial statements were issued, to ensure that the condensed consolidated financial statements include appropriate disclosure of events both recognized in the condensed consolidated financial statements as of September 30, 2022, and events which occurred subsequently but were not recognized in the condensed consolidated financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of the Company included herein have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 29, 2022 (the “Annual Report”). The financial information as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021, is unaudited. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. The balance sheet data as of December 31, 2021 was derived from audited consolidated financial statements. The results of the Company’s operations for any interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full fiscal year. |
Use of Estimates | Use of Estimates In preparing condensed 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 condensed 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 condensed 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 warrant transactions, incremental borrowing rate, and accounting for income taxes and the related valuation allowance. |
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 nine months ended September 30, 2022, one customer accounted for 99% of revenue recognized in the accompanying financial statements. For the nine months ended September 30, 2021, two customers accounted for 99% of revenue recognized in the accompanying financial statements. As of September 30, 2022, one customer accounted for 99% of accounts receivable recorded in the accompanying financial statements. 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. |
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 May 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 September 30, 2022, 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 condensed consolidated financial statements. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at September 30, 2022 and December 31, 2021 (dollars in thousands): Schedule of Prepaid Expenses and Other Current Assets September 30, 2022 December 31, 2021 Clinical and consulting $ 1,239 $ 230 Insurance 428 325 Software and hosting costs 140 - Other 106 316 Total prepaid expenses and other current assets $ 1,913 $ 871 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following at September 30, 2022 and December 31, 2021 (dollars in thousands): Schedule of Property and Equipment September 30, 2022 December 31, 2021 Laboratory equipment $ 1,838 $ 1,838 Leasehold improvements 664 602 Computer equipment 292 304 Office furniture and equipment 216 217 Capital in progress 5 - Total property and equipment 3,015 2,961 Less accumulated depreciation and amortization (2,750 ) (2,640 ) Property and equipment, net $ 265 $ 321 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at September 30, 2022 and December 31, 2021 (dollars in thousands): Schedule of Accrued Expenses and Other Current Liabilities September 30, December 31, Clinical and consulting $ 1,506 $ 97 Wages and incentives 960 1,051 Legal and patents 126 58 Other 156 27 Total accrued expenses and other current liabilities $ 2,748 $ 1,233 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrants | |
Schedule of Warrants Outstanding | The following represents a summary of the warrants outstanding and exercisable at September 30, 2022: Schedule of Warrants Outstanding Adjusted Expiration Number of Shares Underlying Warrants Issue Date Classification Exercise Price Date Outstanding Exercisable 17-Dec-21 Equity $ 14.99 15-Dec-26 36,538 36,538 17-Dec-21 Equity $ 13.99 17-Dec-26 281,047 281,047 16-Feb-21 Equity $ 49.99 11-Feb-26 65,003 65,003 7-Aug-20 Equity $ 35.99 14-Jul-25 90,743 90,743 7-Aug-20 Equity $ 44.99 14-Jul-25 10,939 10,939 23-Jul-20 Equity $ 35.99 14-Jul-25 77,502 77,502 13-Jul-20 Equity $ 44.99 14-Jul-25 21,846 21,846 13-Jul-20 Equity $ 35.99 14-Jul-25 334,800 334,800 8-Apr-19 Equity $ 26.99 8-Apr-24 65,907 65,907 8-Apr-19 Equity $ 33.74 3-Apr-24 39,871 39,871 12-Feb-19 Equity $ 36.62 7-Feb-24 5,548 5,548 12-Feb-19 Equity $ 26.79 12-Aug-24 66,675 66,675 4-Feb-19 Equity $ 42.49 30-Jan-24 1,732 1,732 31-Jan-19 Equity $ 42.49 26-Jan-24 511 511 3-Dec-18 Equity $ 77.99 3-Jun-24 46,876 46,876 3-Apr-18 Equity $ 149.99 3-Apr-23 117,559 117,559 4-Apr-18 Equity $ 149.99 4-Apr-23 5,751 5,751 15-Jun-15 Equity $ 1,509.99 Five years after milestone achievement 15,955 - 1,284,803 1,268,848 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2022: Summary of Stock Option Activity Number of Options Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2022 196,006 $ 52.72 8.12 $ - Granted 123,357 6.45 Forfeited or expired (11,445 ) 200.12 Outstanding — September 30, 2022 307,918 $ 28.70 8.22 $ - Exercisable — September 30, 2022 136,308 $ 46.42 7.42 $ - |
Schedule of Calculation of Fair Value Assumptions | Schedule of Calculation of Fair Value Assumptions Nine Months Ended September 30, 2022 2021 Expected option life (years) 6.03 5.98 Risk-free interest rate 2.03 % 0.62 % Expected volatility 113.28 % 104.96 % Expected dividend yield - % - % |
Schedule of Stock-based Compensation Expenses | The following table presents total stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021, respectively (dollars in thousands): Schedule of Stock-based Compensation Expenses 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 65 $ 53 $ 189 $ 164 General and administrative 212 231 646 747 Total stock-based compensation expense $ 277 $ 284 $ 835 $ 911 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Schedule of Components of Lease Expenses | The components of lease expense for the Company for the three and nine months ended September 30, 2022 and 2021 were as follows (dollars in thousands): Schedule of Components of Lease Expenses 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Lease cost Fixed lease cost $ 357 $ 259 $ 1,072 $ 777 Variable lease cost 206 97 556 319 Total lease cost $ 563 $ 356 $ 1,628 $ 1,096 Other information Immaterial office equipment lease obligation, 4 $ 7 $ 11 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 431 $ 299 $ 1,046 $ 896 Weighted-average remaining lease term — operating leases 0.7 Weighted-average discount rate — operating leases 3.0 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities due under these lease agreements as of September 30, 2022 are as follows: Schedule of Maturities of Lease Liabilities Operating Leases Maturity of lease liabilities 2022 (three months) $ 431 2023 863 Total lease payments 1,294 Less interest (13 ) Total lease liabilities $ 1,281 |
Schedule of Operating Lease Liability | Schedule of Operating Lease Liability Reported as of September 30, 2022 Lease liabilities — short term $ 1,281 Lease liabilities — long term - Total lease liabilities $ 1,281 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 Three and Nine Months Ended September 30, 2022 2021 Stock options to purchase common stock 307,918 194,393 Warrants to purchase common stock 1,284,803 1,222,042 Total 1,592,721 1,416,435 |
Organization (Details Narrative
Organization (Details Narrative) | Feb. 28, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Stockholders' equity, reverse stock split | 1-for-20 reverse stock split |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Standards (Details Narrative) - Customer Concentration Risk [Member] | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer Benchmark [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 99% | |
Revenue from Contract with Customer Benchmark [Member] | Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 99% | |
Accounts Receivable [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 99% |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Money Market Fund [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Cash and cash equivalents | $ 35,415 | $ 47,758 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Clinical and consulting | $ 1,239 | $ 230 |
Insurance | 428 | 325 |
Software and hosting costs | 140 | |
Other | 106 | 316 |
Total prepaid expenses and other current assets | $ 1,913 | $ 871 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,015 | $ 2,961 |
Less accumulated depreciation and amortization | (2,750) | (2,640) |
Property and equipment, net | 265 | 321 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,838 | 1,838 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 664 | 602 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 292 | 304 |
Office Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 216 | 217 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 123 | $ 134 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Clinical and consulting | $ 1,506 | $ 97 |
Wages and incentives | 960 | 1,051 |
Legal and patents | 126 | 58 |
Other | 156 | 27 |
Total accrued expenses and other current liabilities | $ 2,748 | $ 1,233 |
Significant Agreements (Details
Significant Agreements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Product Liability Contingency [Line Items] | |||||
Agreement description | 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”), in addition to which, 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, potentially bringing the sharing of Direct Costs to a 50/50 basis. 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 | ||||
Transaction cost | $ 22,000 | $ 22,000 | |||
Revenue | 1,872 | $ 1,069 | 4,363 | $ 4,713 | |
Deferred revenue, current | 1,140 | 1,140 | $ 939 | ||
Cipla Agreement [Member] | Cipla Technologies LLC [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Proceeds from related party debt | 22,000 | ||||
Transaction price | 7,400 | ||||
Deferred revenue | 6,200 | 6,200 | |||
Deferred revenue, current | 1,100 | 1,100 | |||
Cipla Agreement [Member] | Cipla Technologies LLC [Member] | Research and Development Service [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Transaction cost | 12,000 | 12,000 | |||
Revenue | 1,900 | 4,400 | |||
Cipla Agreement [Member] | Cipla Technologies LLC [Member] | Irrevocable License [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Transaction cost | $ 10,000 | $ 10,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | Feb. 10, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 500,000 | 500,000 | |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock, voting rights | The Series A 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 Series A 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 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 6,746 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - H.C.Wainwright and Co., LLC [Member] - Sale Agreement [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended |
May 31, 2021 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Sale of stock, consideration received on transaction | $ 20,000 | |
Commission percentage | 3% | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 252,013 | |
Sale of Stock, Price Per Share | $ 5.70 | |
Sale of Stock, Consideration Received Per Transaction | $ 1,400 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
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 | $ / shares | $ 14.99 |
Warrants, expiration date | Dec. 15, 2026 |
Number of shares underlying outstanding warrants | 36,538 |
Number of shares underlying exercisable 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 | $ / shares | $ 13.99 |
Warrants, expiration date | Dec. 17, 2026 |
Number of shares underlying outstanding warrants | 281,047 |
Number of shares underlying exercisable 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 | $ / shares | $ 49.99 |
Warrants, expiration date | Feb. 11, 2026 |
Number of shares underlying outstanding warrants | 65,003 |
Number of shares underlying exercisable warrants | 65,003 |
Warrant Four [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Aug. 07, 2020 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 35.99 |
Warrants, expiration date | Jul. 14, 2025 |
Number of shares underlying outstanding warrants | 90,743 |
Number of shares underlying exercisable warrants | 90,743 |
Warrant Five [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Aug. 07, 2020 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 44.99 |
Warrants, expiration date | Jul. 14, 2025 |
Number of shares underlying outstanding warrants | 10,939 |
Number of shares underlying exercisable warrants | 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 | $ / shares | $ 35.99 |
Warrants, expiration date | Jul. 14, 2025 |
Number of shares underlying outstanding warrants | 77,502 |
Number of shares underlying exercisable warrants | 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 | $ / shares | $ 44.99 |
Warrants, expiration date | Jul. 14, 2025 |
Number of shares underlying outstanding warrants | 21,846 |
Number of shares underlying exercisable warrants | 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 | $ / shares | $ 35.99 |
Warrants, expiration date | Jul. 14, 2025 |
Number of shares underlying outstanding warrants | 334,800 |
Number of shares underlying exercisable warrants | 334,800 |
Warrant Nine [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Apr. 08, 2019 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 26.99 |
Warrants, expiration date | Apr. 08, 2024 |
Number of shares underlying outstanding warrants | 65,907 |
Number of shares underlying exercisable warrants | 65,907 |
Warrant Ten [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Apr. 08, 2019 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 33.74 |
Warrants, expiration date | Apr. 03, 2024 |
Number of shares underlying outstanding warrants | 39,871 |
Number of shares underlying exercisable warrants | 39,871 |
Warrant Eleven [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Feb. 12, 2019 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 36.62 |
Warrants, expiration date | Feb. 07, 2024 |
Number of shares underlying outstanding warrants | 5,548 |
Number of shares underlying exercisable warrants | 5,548 |
Warrant Twelve [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Feb. 12, 2019 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 26.79 |
Warrants, expiration date | Aug. 12, 2024 |
Number of shares underlying outstanding warrants | 66,675 |
Number of shares underlying exercisable warrants | 66,675 |
Warrant Thirteen [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Feb. 04, 2019 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 42.49 |
Warrants, expiration date | Jan. 30, 2024 |
Number of shares underlying outstanding warrants | 1,732 |
Number of shares underlying exercisable warrants | 1,732 |
Warrant Fourteen [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Jan. 31, 2019 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 42.49 |
Warrants, expiration date | Jan. 26, 2024 |
Number of shares underlying outstanding warrants | 511 |
Number of shares underlying exercisable warrants | 511 |
Warrant Fifteen [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Dec. 03, 2018 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 77.99 |
Warrants, expiration date | Jun. 03, 2024 |
Number of shares underlying outstanding warrants | 46,876 |
Number of shares underlying exercisable warrants | 46,876 |
Warrant Sixteen [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Apr. 03, 2018 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 149.99 |
Warrants, expiration date | Apr. 03, 2023 |
Number of shares underlying outstanding warrants | 117,559 |
Number of shares underlying exercisable warrants | 117,559 |
Warrant Seventeen [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Apr. 04, 2018 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 149.99 |
Warrants, expiration date | Apr. 04, 2023 |
Number of shares underlying outstanding warrants | 5,751 |
Number of shares underlying exercisable warrants | 5,751 |
Warrant Eighteen [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, issue date | Jun. 15, 2015 |
Warrants, classification | Equity |
Warrants, exercise price | $ / shares | $ 1,509.99 |
Number of shares underlying outstanding warrants | 15,955 |
Number of shares underlying exercisable warrants | |
Warrants, expiration date, description | Five years after milestone achievement |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares underlying outstanding warrants | 1,284,803 |
Number of shares underlying exercisable warrants | 1,268,848 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 shares | |
Warrants | |
Warrants expired shares | 254,942 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Equity Option [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||
Number of options, outstanding, beginning balance | 196,006 | |
Weighted average exercise price, outstanding, beginning balance | $ 52.72 | |
Weighted average remaining contractual term (years), outstanding, ending balance | 8 years 2 months 19 days | 8 years 1 month 13 days |
Aggregate intrinsic value, outstanding, beginning balance | ||
Number of options, outstanding, granted | 123,357 | |
Weighted average exercise price, outstanding, granted | $ 6.45 | |
Number of options, outstanding, forfeited or expired | (11,445) | |
Weighted average exercise price, outstanding, forfeited or expired | $ 200.12 | |
Number of options, outstanding, ending balance | 307,918 | 196,006 |
Weighted average exercise price, outstanding, ending balance | $ 28.70 | $ 52.72 |
Aggregate intrinsic value, outstanding, ending balance | ||
Number of options, outstanding, beginning balance | 136,308 | |
Weighted average exercise price, outstanding, ending balance | $ 46.42 | |
Weighted average remaining contractual term (years), exercisable | 7 years 5 months 1 day | |
Aggregate intrinsic value, outstanding, ending balance |
Schedule of Calculation of Fair
Schedule of Calculation of Fair Value Assumptions (Details) - Share-Based Payment Arrangement, Option [Member] | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected option life (years) | 6 years 10 days | 5 years 11 months 23 days |
Risk-free interest rate | 2.03% | 0.62% |
Expected volatility | 113.28% | 104.96% |
Expected dividend yield |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 277 | $ 284 | $ 835 | $ 911 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 65 | 53 | 189 | 164 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 212 | $ 231 | $ 646 | $ 747 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement, Option [Member] | Employee and Director [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options, outstanding, granted | 123,357 |
Weighted average fair value | $ / shares | $ 5.45 |
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 | 454,363 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 142,642 |
Legacy Share Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share based compensation arrangement, award options outstanding number | 35 |
Stock Award Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized stock-based compensation expenses | $ | $ 1.9 |
Weighted-average period of unrecognized stock-based compensation expense | 2 years 2 months 8 days |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Payments for research and development | $ 4.4 |
Reimbursement from partnership | 1.9 |
Commitment | 4.4 |
Commitment, due in twelve months | 4 |
Long term commitment | $ 0.4 |
Schedule of Components of Lease
Schedule of Components of Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease cost | ||||
Fixed lease cost | $ 357 | $ 259 | $ 1,072 | $ 777 |
Variable lease cost | 206 | 97 | 556 | 319 |
Total lease cost | 563 | 356 | 1,628 | 1,096 |
Other information | ||||
Immaterial office equipment lease obligation, 4-year lease | 7 | 11 | ||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ 431 | $ 299 | $ 1,046 | $ 896 |
Weighted-average remaining lease term operating leases | 8 months 12 days | 8 months 12 days | ||
Weighted-average discount rate - operating leases | 3% | 3% |
Schedule of Components of Lea_2
Schedule of Components of Lease Expenses (Details) (Parenthetical) | Sep. 30, 2022 |
Property, Plant and Equipment [Line Items] | |
Lease obligation term | 8 months 12 days |
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 | Sep. 30, 2022 USD ($) |
Maturity of lease liabilities | |
2022 (three months) | $ 431 |
2023 | 863 |
Total lease payments | 1,294 |
Less interest | (13) |
Total lease liabilities | $ 1,281 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Lease liabilities — short term | $ 1,281 | $ 1,431 |
Lease liabilities — long term | $ 857 | |
Total lease liabilities | $ 1,281 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | 9 Months Ended | |
Jan. 07, 2022 USD ($) ft² | Sep. 30, 2022 ft² | |
Area of land | ft² | 22,000 | |
Lease Agreement [Member] | Cobalt Propco [Member] | ||
Area of land | ft² | 20,000 | |
Payments for tenant improvements | $ 3,900 | |
Proceeds from advance tenant improvements | 500 | |
Proceeds from affiliates | $ 2,900 | |
Lessee, operating lease, description | The lease provides for base rent of $101 thousand 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. | |
Payments for rent | $ 101 | |
Hayden LLC [Member] | ||
Operating lease expiration date | Jun. 30, 2023 |
Schedule of Computation of Anti
Schedule of Computation of Anti-Dilutive Weighted-Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1,592,721 | 1,416,435 | 1,592,721 | 1,416,435 |
Stock Options To Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 307,918 | 194,393 | 307,918 | 194,393 |
Warrants To Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1,284,803 | 1,222,042 | 1,284,803 | 1,222,042 |