Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 27, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 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 | $ 15,546,729 | ||
Entity Common Stock, Shares Outstanding | 3,652,285 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 35,628 | $ 53,840 |
Restricted cash | 153 | |
Accounts receivable | 1,298 | 67 |
Prepaid expenses and other current assets | 1,068 | 871 |
Total current assets | 38,147 | 54,778 |
Property and equipment, net | 235 | 321 |
Operating lease right-of-use asset | 710 | 2,093 |
Long-term restricted cash | 1,472 | 1,625 |
Other long-term assets | 389 | |
Total assets | 40,953 | 58,817 |
Current liabilities: | ||
Accounts payable | 1,188 | 839 |
Accrued expenses and other current liabilities | 1,638 | 1,233 |
Operating lease liability | 857 | 1,431 |
Deferred revenue | 1,339 | 939 |
Total current liabilities | 5,022 | 4,442 |
Deferred revenue, net of current portion | 4,822 | 6,069 |
Operating lease liability, net of current portion | 857 | |
Total liabilities | 9,844 | 11,368 |
Commitments and contingencies (Note 11) | ||
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 December 31, 2022 and 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 December 31, 2022 and 2021, respectively | ||
Additional paid-in capital | 304,585 | 301,008 |
Accumulated deficit | (273,476) | (254,640) |
Total stockholders’ equity | 31,109 | 47,449 |
Total liabilities and stockholders’ equity | $ 40,953 | $ 58,817 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 6,071 | $ 5,169 |
Operating expenses: | ||
Research and development | 18,240 | 15,382 |
General and administrative | 6,778 | 6,377 |
Impairment of goodwill | 3,577 | |
Total operating expenses | 25,018 | 25,336 |
Loss from operations | (18,947) | (20,167) |
Other income/(expense): | ||
Interest income | 309 | 7 |
Other expense, net | (198) | (11) |
Total other income/(expense), net | 111 | (4) |
Net loss | (18,836) | (20,171) |
Less: Deemed dividend - beneficial conversion feature of preferred stock | (3,197) | |
Net loss attributable to common stockholders | $ (18,836) | $ (23,368) |
Net loss per share attributable to common stockholders - basic and diluted | $ (5.46) | $ (8.63) |
Weighted average common shares outstanding - basic and diluted | 3,447,701 | 2,708,558 |
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 at Dec. 31, 2020 | $ 257,608 | $ (234,469) | $ 23,139 | ||
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 | ||||
Exercise of warrants | 204 | 204 | |||
Exercise of warrants, shares | 7,202 | ||||
Stock-based compensation | 1,158 | 1,158 | |||
Net loss | (20,171) | (20,171) | |||
Balance at Dec. 31, 2021 | $ 1,081 | 301,008 | (254,640) | 47,449 | |
Balance, shares at Dec. 31, 2021 | 1,830 | 3,222,037 | |||
Conversion of preferred stock to common stock | $ (1,081) | 1,081 | |||
Conversion of preferred stock to common stock, shares | (1,830) | 152,500 | |||
Issuance of common stock, net of issuance costs | 1,382 | 1,382 | |||
Issuance of common stock, net of issuance costs, shares | 252,013 | ||||
Stock-based compensation | 1,114 | 1,114 | |||
Net loss | (18,836) | (18,836) | |||
Adjustment due to reverse stock split | |||||
Adjustment due to reverse stock split, shares | 12,635 | ||||
Balance at Dec. 31, 2022 | $ 304,585 | $ (273,476) | $ 31,109 | ||
Balance, shares at Dec. 31, 2022 | 3,639,185 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (18,836) | $ (20,171) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 162 | 169 |
Amortization of operating lease right-of-use asset | 1,383 | 1,067 |
Stock-based compensation | 1,114 | 1,158 |
Impairment of goodwill | 3,577 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,231) | 17 |
Prepaid expenses and other current assets | (197) | (148) |
Other long-term assets | (389) | |
Accounts payable | 511 | (149) |
Accrued expenses and other current liabilities | 405 | (795) |
Operating lease liability | (1,431) | (1,126) |
Deferred revenue | (847) | (3,326) |
Net cash used in operating activities | (19,356) | (19,727) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (86) | (144) |
Net cash used in investing activities | (86) | (144) |
Cash flows from financing activities: | ||
Proceeds from the issuance of preferred stock and common stock warrants, net of issuance costs | (152) | 6,192 |
Proceeds from issuance of common stock, net of issuance costs | 1,382 | 37,079 |
Proceeds from exercise of common stock warrants | 204 | |
Net cash provided by financing activities | 1,230 | 43,475 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (18,212) | 23,604 |
Cash, cash equivalents and restricted cash — beginning of year | 55,465 | 31,861 |
Total cash, cash equivalents and restricted cash | 37,253 | 55,465 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: | ||
Cash and cash equivalents | 35,628 | 53,840 |
Restricted cash | 153 | |
Long-term restricted cash | 1,472 | 1,625 |
Supplemental disclosures of non-cash investing and financing information: | ||
Conversion of preferred stock to common stock | 1,081 | 2,903 |
Fixed asset purchases in accounts payable | 10 | |
Issuance costs in accounts payable | 152 | |
Operating lease right-of-use asset obtained in exchange for operating lease obligation | 1,671 | |
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, 2022 | |
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 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 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, 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 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, Uncertainties and Liquidity 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, 2022, will be adequate to fund its 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 and its ongoing effects 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, and accounting for income taxes and the related valuation allowance. Concentrations of Credit Risk 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 accounts 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 year ended December 31, 2022, revenue from one customer accounted for approximately 99% 99% 100% 96% Accounts Receivable and Allowances for Doubtful Accounts The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables relate to amounts reimbursed under its collaboration agreements with partners. The Company believes that credit risks associated with these partners are not significant. To date, the Company has not had any significant write-offs of bad debt, and the Company did not have an allowance for doubtful accounts as of December 31, 2022. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are held in US banks and consist of cash deposited in operating 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 future and current office and laboratory facility lease agreements in the amounts of $ 1,421 153 51 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 FASB ASC Topic 360, Property, Plant, and Equipment For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and estimated fair value. Fair Value of Financial Instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurement 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, 2022 and 2021, the Company did not hold any financial assets or liabilities that were measured at fair value on a recurring or nonrecurring basis. During the years ended December 31, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3. 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, 2022 and 2021 were derived from collaboration arrangement and license agreements that relate to the development and commercialization of PUR1900 under the Cipla Agreement (as defined below) and the license, development and commercialization arrangement under the JJEI Agreement (as defined below). At inception, management determines whether contracts are within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers 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 the Company satisfies 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 6, Significant Agreements Research and Development Costs Research and development costs are expensed as incurred and include salaries, benefits, bonus, stock-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, and develop drug materials and delivery devices; and associated overhead and facilities costs. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors, clinical research organizations (“CROs”) and clinical manufacturing organizations (“CMOs”). Invoicing from third-party contractors for services performed can lag several months. The Company accrues the costs of services rendered in connection with third-party contractor activities based on management’s 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. Stock-based Compensation The Company recognizes all employee stock-based compensation as a cost in the consolidated financial statements. Equity-classified awards principally related to stock options, 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. 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. Stock-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. Given the impact of the COVID-19 pandemic and the Company’s common stock value decline during 2021, the Company determined that goodwill was impaired, and a full impairment charge of $ 3,577 Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Except as set forth below, the Company did not adopt any new accounting pronouncements during the year ended December 31, 2022 that had a material effect on its consolidated financial statements. In August 2020, the FASB issued 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)” January 1, 2022 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) January 1, 2022 In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which has been subsequently amended. The provisions of ASU 2016-13 modify the impairment model for financial instruments to utilize an expected loss methodology in place of the currently used incurred loss methodology and require consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company plans to adopt the standard as of January 1, 2023 As of December 31, 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 consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 As of December 31, 2022 2021 Clinical and consulting $ 517 $ 230 Insurance 286 325 Software and hosting costs 99 - Other 166 316 Total prepaid expenses and other current assets $ 1,068 $ 871 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 As of December 31, 2022 2021 Laboratory equipment $ 1,827 $ 1,838 Leasehold improvements 664 602 Computer equipment 275 304 Office furniture and equipment 217 217 Total property and equipment 2,983 2,961 Less accumulated depreciation and amortization (2,748 ) (2,640 ) Property and equipment, net $ 235 $ 321 Depreciation and amortization expense for the years ended December 31, 2022 and 2021 was $ 162 169 |
Accrued Expenses and other curr
Accrued Expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and other current liabilities | 5. Accrued Expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities 2022 2021 As of December 31, 2022 2021 Wages and incentives $ 1,130 $ 1,051 Clinical and consulting 475 97 Legal and patents - 58 Other 33 27 Total accrued expenses and other current liabilities $ 1,638 $ 1,233 |
Significant Agreements
Significant Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Significant Agreements | 6. 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 the 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 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 initially determined the total transaction price to be $ 22.0 12.0 10.0 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 $ 7.4 Revenue is recognized for the Amended 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. During the years ended December 31, 2022 and 2021, the Company recognized $ 6.1 1.4 0.8 6.2 1.3 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 the 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 was 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 was the best measure of the transfer of control of the performance obligation. D uring the year ended December 31, 2021, the Company recognized $ 3.7 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
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 6,746 On December 17, 2021, the Company closed a registered direct offering with certain institutional investors for the issuance and sale of an aggregate of 6,745.008 281,047 0.0001 6.7 6.0 0.7 1,000.00 562,085 12.00 13.99 36,538 14.99 0.4 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 The Company evaluated the classification of the Series A 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 Series A Preferred Stock and the warrants issued to investors using a relative fair value approach, resulting in an initial allocation to both instruments of $ 4.8 2.0 0.8 0.3 4.0 1.6 5 years 117.98 1.23 0 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 Series A Preferred Stock resulting in the amount of $ 3.2 As of December 31, 2022, all 6,745.008 562,085 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock 2022 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 $ 20.0 3.0 No shares of common stock were sold under the Sales Agreement during the year ended December 31, 2021. During the year ended December 31, 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. 2021 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 40.0 37.1 65,003 49.99 31.40 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 0.2 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Warrants | 9. Warrants The following table summarizes warrant activity for the years ended December 31, 2022 and 2021: Schedule of Rollforward of Common Stock Warrants Outstanding Number of Common Warrants Weighted Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding January 1, 2021 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 $ - Warrants Expired (254,942 ) 31.65 Outstanding December 31, 2022 1,284,803 61.30 2.53 $ - The following represents a summary of the warrants outstanding and exercisable as of December 31, 2022: Schedule of Warrants Outstanding Adjusted Number of Shares Underlying Warrants Issue Date Classification Exercise Price Expiration Date Outstanding Exercisable December 17, 2021 Equity $ 14.99 December 15, 2026 36,538 36,538 December 17, 2021 Equity $ 13.99 December 17, 2026 281,047 281,047 February 16, 2021 Equity $ 49.99 February 11, 2026 65,003 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 334,800 334,800 April 8, 2019 Equity $ 26.99 April 8, 2024 65,907 65,907 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 66,675 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 - 1,284,803 1,268,848 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 10. Stock-based Compensation The Company sponsors the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan (the “Incentive Plan”). As of December 31, 2022, the Incentive Plan provided for the grant of up to 454,363 shares of the Company’s common stock, of which 145,735 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, 2022, the two legacy plans have a total of 33 The following table summarizes stock option activity for the years ended December 31, 2022 and 2021: Summary of Stock Option Activity Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2021 144,962 $ 64.20 8.75 $ 60 Granted 58,039 27.79 Forfeited or expired (6,995 ) 83.78 Outstanding — December 31, 2021 196,006 $ 52.72 8.12 $ - Granted 125,487 6.40 Forfeited or expired (16,670 ) 143.95 Outstanding — December 31, 2022 304,823 28.66 7.98 $ - Exercisable — December 31, 2022 148,482 $ 44.39 7.23 $ - During the years ended December 31, 2022 and 2021, 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 $ 5.41 33.00 Schedule of Calculation of Fair Value Assumptions Year ended December 31, 2022 2021 Expected option life (years) 6.0 6.0 Risk-free interest rate 2.06 % 0.64 % Expected volatility 113.25 % 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 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, 2022, there was $ 1.6 2.0 The following table presents total stock-based compensation expense for the years ended December 31, 2022 and 2021, respectively: Schedule of Stock-based Compensation Expenses Year ended December 31, 2022 2021 Research and development $ 254 $ 217 General and administrative 860 941 Total stock-based compensation expense $ 1,114 $ 1,158 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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, including clinical trials. As of December 31, 2022, the Company had aggregate commitments to pay approximately $ 5.2 million remaining on these contracts, of which the Company expects to be reimbursed $ 2.5 million. Of the gross amount of $ 5.2 million in commitments, $ 4.2 million is expected to be incurred over the next 12 months. The scope of the services under contracts for research and development activities may be modified and the contracts, subject to certain conditions, may generally be cancelled by the Company upon written notice. In some instances, the contracts, subject to certain conditions, may be cancelled by the third party. 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 | 12 Months Ended |
Dec. 31, 2022 | |
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 square feet of office and lab space under a lease with 99 Hayden LLC which was subsequently amended on April 30, 2020, October 6, 2021 and March 7, 2023, and will expire on August 31, 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, 2022 and 2021 were as follows: Schedule of Components of Lease Expenses Year ended December 31, 2022 2021 Lease cost Fixed lease cost $ 1,430 $ 1,135 Variable lease cost 695 417 Total lease cost $ 2,125 $ 1,552 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,478 $ 1,194 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 1,671 Weighted-average remaining lease term — operating leases 0.5 Weighted-average discount rate — operating leases 2.97 % 2.97 % Maturities of lease liabilities due under these lease agreements as of December 31, 2022 are as follows: Schedule of Maturities of Lease Liabilities Operating Leases Maturity of lease liabilities 2023 (half year) $ 862 Total lease payments 862 Less: interest (5 ) Total lease liabilities $ 857 Schedule of Operating Lease Liability Reported as of December 31, 2022 Lease liabilities — short term $ 857 Lease liabilities — long term - Total lease liabilities $ 857 On March 7, 2023, the Company executed an amendment to its lease agreement with 99 Hayden LLC. The amendment provides for base rent of $ 180 August 31, 2023 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 3.0 The lease provides for base rent of $ 101 As of December 31, 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 assets. On the lease commencement date, the Company plans to reclassify the prepayment to the right-of-use asset, thereby increasing its initial value, but the prepayment will not be included in the measurement of the lease liability. The lease will be recorded as a component of the Company’s right-of-use asset and operating lease liabilities when the lease commencement date occurs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company had no income tax expense due to operating losses incurred for the years ended December 31, 2022 and 2021. 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 2022 2021 Income tax computed at federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 6.0 % 5.0 % Research and development credits 4.9 % 1.8 % Expiration of stock options (2.5 )% (0.3 )% Write-down of goodwill assets - % (3.7 )% Permanent differences 0.9 % (0.3 )% Limitations on credits and net operating losses (0.8 )% (16.3 )% Change in valuation allowance (29.5 )% (7.2 )% Total - - The significant components of the Company’s deferred tax assets as of December 31, 2022 and 2021 were as follows: Summary of Components of Deferred Tax Assets 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 11,557 $ 10,836 Capitalized research and development expenses 4,460 - Research and development credit carryforwards 698 12 Capitalized start-up expenses 293 432 Stock-based compensation 860 815 Lease liability 234 625 Other 2,206 2,415 Total deferred tax assets 20,308 15,135 Deferred tax liabilities: Right-of-use-asset (194 ) (572 ) Total deferred tax liabilities (194 ) (572 ) Valuation allowance (20,114 ) (14,563 ) Net deferred tax liabilities $ - $ - Subject to the limitations described below, as of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $ 53.2 6.0 million, which is subject to expiration between 2030 and 2042 0.7 expiration at various times through 2042 Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which it believes has resulted in changes in control as defined by Sections 382 and 383 of the Internal Revenue Code. 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, 2022 and 2021. The valuation allowance increased by $ 5.6 As part of the Tax Cuts and Jobs Act that was enacted in December of 2017, taxpayers are required to capitalize research and development expenses and amortize them over five years if the expense is incurred in the US and over fifteen years if incurred in a foreign jurisdiction. The effective date for that provision is for tax years beginning on or after January 1, 2022. The new capitalization requirement increased deferred tax assets related to research and development expenses and decreased taxable loss in the current year, both of which were offset by a full valuation allowance. 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 2019 through 2022. 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, 2021 $ 0 Additions for current year tax positions 130 Reductions for prior year tax positions (130 ) Balance — December 31, 2021 - Additions for current year tax positions 229 Balance — December 31, 2022 $ 229 The Company’s total uncertain tax positions increased during the year ended December 31, 2022 as a result of a reserve established on federal and state research and development credits generated in the current year. 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, 2022 | |
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 Year ended December 31, 2022 2021 Options to purchase common stock 304,823 196,004 Preferred stock convertible into common stock - 152,500 Warrants to purchase common stock 1,284,803 1,539,745 Total 1,589,626 1,888,249 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 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, 2022, 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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, Uncertainties and Liquidity | Risks, Uncertainties and Liquidity 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, 2022, will be adequate to fund its 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 and its ongoing effects 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, and accounting for income taxes and the related valuation allowance. |
Concentrations of Credit Risk | Concentrations of Credit Risk 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 accounts 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 year ended December 31, 2022, revenue from one customer accounted for approximately 99% 99% 100% 96% |
Accounts Receivable and Allowances for Doubtful Accounts | Accounts Receivable and Allowances for Doubtful Accounts The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables relate to amounts reimbursed under its collaboration agreements with partners. The Company believes that credit risks associated with these partners are not significant. To date, the Company has not had any significant write-offs of bad debt, and the Company did not have an allowance for doubtful accounts as of December 31, 2022. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are held in US banks and consist of cash deposited in operating 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 future and current office and laboratory facility lease agreements in the amounts of $ 1,421 153 51 |
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 FASB ASC Topic 360, Property, Plant, and Equipment For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and estimated fair value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurement 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, 2022 and 2021, the Company did not hold any financial assets or liabilities that were measured at fair value on a recurring or nonrecurring basis. During the years ended December 31, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3. |
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, 2022 and 2021 were derived from collaboration arrangement and license agreements that relate to the development and commercialization of PUR1900 under the Cipla Agreement (as defined below) and the license, development and commercialization arrangement under the JJEI Agreement (as defined below). At inception, management determines whether contracts are within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers 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 the Company satisfies 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 6, Significant Agreements |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and include salaries, benefits, bonus, stock-based compensation, license fees, milestone payments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, and develop drug materials and delivery devices; and associated overhead and facilities costs. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors, clinical research organizations (“CROs”) and clinical manufacturing organizations (“CMOs”). Invoicing from third-party contractors for services performed can lag several months. The Company accrues the costs of services rendered in connection with third-party contractor activities based on management’s 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. |
Stock-based Compensation | Stock-based Compensation The Company recognizes all employee stock-based compensation as a cost in the consolidated financial statements. Equity-classified awards principally related to stock options, 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. 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. Stock-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. Given the impact of the COVID-19 pandemic and the Company’s common stock value decline during 2021, the Company determined that goodwill was impaired, and a full impairment charge of $ 3,577 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Except as set forth below, the Company did not adopt any new accounting pronouncements during the year ended December 31, 2022 that had a material effect on its consolidated financial statements. In August 2020, the FASB issued 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)” January 1, 2022 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) January 1, 2022 In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which has been subsequently amended. The provisions of ASU 2016-13 modify the impairment model for financial instruments to utilize an expected loss methodology in place of the currently used incurred loss methodology and require consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company plans to adopt the standard as of January 1, 2023 As of December 31, 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 consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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, 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: Schedule of Prepaid Expenses and Other Current Assets 2022 2021 As of December 31, 2022 2021 Clinical and consulting $ 517 $ 230 Insurance 286 325 Software and hosting costs 99 - Other 166 316 Total prepaid expenses and other current assets $ 1,068 $ 871 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following: Schedule of Property and Equipment 2022 2021 As of December 31, 2022 2021 Laboratory equipment $ 1,827 $ 1,838 Leasehold improvements 664 602 Computer equipment 275 304 Office furniture and equipment 217 217 Total property and equipment 2,983 2,961 Less accumulated depreciation and amortization (2,748 ) (2,640 ) Property and equipment, net $ 235 $ 321 |
Accrued Expenses and other cu_2
Accrued Expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities 2022 2021 As of December 31, 2022 2021 Wages and incentives $ 1,130 $ 1,051 Clinical and consulting 475 97 Legal and patents - 58 Other 33 27 Total accrued expenses and other current liabilities $ 1,638 $ 1,233 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Schedule of Rollforward of Common Stock Warrants Outstanding | The following table summarizes warrant activity for the years ended December 31, 2022 and 2021: Schedule of Rollforward of Common Stock Warrants Outstanding Number of Common Warrants Weighted Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding January 1, 2021 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 $ - Warrants Expired (254,942 ) 31.65 Outstanding December 31, 2022 1,284,803 61.30 2.53 $ - |
Schedule of Warrants Outstanding | The following represents a summary of the warrants outstanding and exercisable as of December 31, 2022: Schedule of Warrants Outstanding Adjusted Number of Shares Underlying Warrants Issue Date Classification Exercise Price Expiration Date Outstanding Exercisable December 17, 2021 Equity $ 14.99 December 15, 2026 36,538 36,538 December 17, 2021 Equity $ 13.99 December 17, 2026 281,047 281,047 February 16, 2021 Equity $ 49.99 February 11, 2026 65,003 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 334,800 334,800 April 8, 2019 Equity $ 26.99 April 8, 2024 65,907 65,907 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 66,675 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 - 1,284,803 1,268,848 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the years ended December 31, 2022 and 2021: Summary of Stock Option Activity Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2021 144,962 $ 64.20 8.75 $ 60 Granted 58,039 27.79 Forfeited or expired (6,995 ) 83.78 Outstanding — December 31, 2021 196,006 $ 52.72 8.12 $ - Granted 125,487 6.40 Forfeited or expired (16,670 ) 143.95 Outstanding — December 31, 2022 304,823 28.66 7.98 $ - Exercisable — December 31, 2022 148,482 $ 44.39 7.23 $ - |
Schedule of Calculation of Fair Value Assumptions | Schedule of Calculation of Fair Value Assumptions Year ended December 31, 2022 2021 Expected option life (years) 6.0 6.0 Risk-free interest rate 2.06 % 0.64 % Expected volatility 113.25 % 104.96 % Expected dividend yield - % - % |
Schedule of Stock-based Compensation Expenses | The following table presents total stock-based compensation expense for the years ended December 31, 2022 and 2021, respectively: Schedule of Stock-based Compensation Expenses Year ended December 31, 2022 2021 Research and development $ 254 $ 217 General and administrative 860 941 Total stock-based compensation expense $ 1,114 $ 1,158 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of Components of Lease Expenses | The components of lease expense for the Company for the years ended December 31, 2022 and 2021 were as follows: Schedule of Components of Lease Expenses Year ended December 31, 2022 2021 Lease cost Fixed lease cost $ 1,430 $ 1,135 Variable lease cost 695 417 Total lease cost $ 2,125 $ 1,552 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,478 $ 1,194 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 1,671 Weighted-average remaining lease term — operating leases 0.5 Weighted-average discount rate — operating leases 2.97 % 2.97 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities due under these lease agreements as of December 31, 2022 are as follows: Schedule of Maturities of Lease Liabilities Operating Leases Maturity of lease liabilities 2023 (half year) $ 862 Total lease payments 862 Less: interest (5 ) Total lease liabilities $ 857 |
Schedule of Operating Lease Liability | Schedule of Operating Lease Liability Reported as of December 31, 2022 Lease liabilities — short term $ 857 Lease liabilities — long term - Total lease liabilities $ 857 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Income tax computed at federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 6.0 % 5.0 % Research and development credits 4.9 % 1.8 % Expiration of stock options (2.5 )% (0.3 )% Write-down of goodwill assets - % (3.7 )% Permanent differences 0.9 % (0.3 )% Limitations on credits and net operating losses (0.8 )% (16.3 )% Change in valuation allowance (29.5 )% (7.2 )% Total - - |
Summary of Components of Deferred Tax Assets | The significant components of the Company’s deferred tax assets as of December 31, 2022 and 2021 were as follows: Summary of Components of Deferred Tax Assets 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 11,557 $ 10,836 Capitalized research and development expenses 4,460 - Research and development credit carryforwards 698 12 Capitalized start-up expenses 293 432 Stock-based compensation 860 815 Lease liability 234 625 Other 2,206 2,415 Total deferred tax assets 20,308 15,135 Deferred tax liabilities: Right-of-use-asset (194 ) (572 ) Total deferred tax liabilities (194 ) (572 ) Valuation allowance (20,114 ) (14,563 ) 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, 2021 $ 0 Additions for current year tax positions 130 Reductions for prior year tax positions (130 ) Balance — December 31, 2021 - Additions for current year tax positions 229 Balance — December 31, 2022 $ 229 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 Year ended December 31, 2022 2021 Options to purchase common stock 304,823 196,004 Preferred stock convertible into common stock - 152,500 Warrants to purchase common stock 1,284,803 1,539,745 Total 1,589,626 1,888,249 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details Narrative) | Feb. 28, 2022 |
Accounting Policies [Abstract] | |
Stockholders' equity, reverse stock split | 1-for-20 reverse stock split |
Summary of Finite Lived Intangi
Summary of Finite Lived Intangible Assets Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Restricted cash | $ 153 | |
Deposit money market | 51 | 51 |
Impairment goodwill charge | 3,577 | |
Accounting Standards Update 2020-06 [Member] | ||
Product Information [Line Items] | ||
Adoption date | Jan. 01, 2022 | |
Accounting Standards Update 2021-04 [Member] | ||
Product Information [Line Items] | ||
Adoption date | Jan. 01, 2022 | |
Accounting Standards Update 2016-13 [Member] | ||
Product Information [Line Items] | ||
Adoption date | Jan. 01, 2023 | |
Future Office [Member] | ||
Product Information [Line Items] | ||
Restricted cash | $ 1,421 | 1,421 |
Laboratory Facility [Member] | ||
Product Information [Line Items] | ||
Restricted cash | $ 153 | $ 153 |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 99% | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 99% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 100% | 96% |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Clinical and consulting | $ 517 | $ 230 |
Insurance | 286 | 325 |
Software and hosting costs | 99 | |
Other | 166 | 316 |
Total prepaid expenses and other current assets | $ 1,068 | $ 871 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,983 | $ 2,961 |
Less accumulated depreciation and amortization | (2,748) | (2,640) |
Property and equipment, net | 235 | 321 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,827 | 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 | 275 | 304 |
Office Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 217 | $ 217 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 162 | $ 169 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Wages and incentives | $ 1,130 | $ 1,051 |
Clinical and consulting | 475 | 97 |
Legal and patents | 58 | |
Other | 33 | 27 |
Total accrued expenses and other current liabilities | $ 1,638 | $ 1,233 |
Significant Agreements (Details
Significant Agreements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | 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 the 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 | |
Revenue related to the research and development service | 6,071 | $ 5,169 |
Deferred revenue, current | 1,339 | 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 | 800 | |
Deferred revenue | 6,200 | |
Deferred revenue, current | 1,300 | |
Cipla Agreement [Member] | Cipla Technologies LLC [Member] | Research and Development Service [Member] | ||
Product Liability Contingency [Line Items] | ||
Transaction cost | 12,000 | |
Revenue related to the research and development service | 6,100 | 1,400 |
Cipla Agreement [Member] | Cipla Technologies LLC [Member] | Irrevocable License [Member] | ||
Product Liability Contingency [Line Items] | ||
Transaction cost | $ 10,000 | |
Collaboration And License Agreement [Member] | Research and development [Member] | ||
Product Liability Contingency [Line Items] | ||
Revenue related to the research and development service | $ 3,700 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 17, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | shares | 500,000 | 500,000 | |
Preferred stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Proceeds from issuance of common stock | $ 1,382 | $ 37,079 | |
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 | ||
Warrants and rights outstanding term | 5 years | ||
Measurement Input, Option Volatility [Member] | |||
Class of Stock [Line Items] | |||
Warrants and rights outstanding measurement input | 1.1798 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Class of Stock [Line Items] | |||
Warrants and rights outstanding measurement input | 0.0123 | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Class of Stock [Line Items] | |||
Warrants and rights outstanding measurement input | 0 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued | shares | 252,013 | 1,000,000 | |
Conversion of stock shares issued1 | shares | 562,085 | ||
Warrant [Member] | |||
Class of Stock [Line Items] | |||
Deferred finance costs net | $ 2,000 | ||
Deferred finance costs net | 300 | ||
Proceeds from issuance or sale of equity | 1,600 | ||
Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Discount to preferred stock amount, intrinsic value | $ 3,200 | ||
Institutional Investors [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock par value | $ / shares | $ 1,000 | ||
Number of shares issued | shares | 6,745.008 | ||
Warrants to purchase | shares | 281,047 | ||
Common stock par value | $ / shares | $ 0.0001 | ||
Gross proceeds from issuance of common stock | $ 6,700 | ||
Proceeds from issuance of common stock | 6,000 | ||
Payments of financing costs | $ 700 | ||
Institutional Investors [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Conversion of stock shares converted1 | shares | 562,085 | ||
Shares issued price | $ / shares | $ 12 | ||
Exercise price | $ / shares | $ 13.99 | ||
Institutional Investors [Member] | Common Stock [Member] | Private Placement [Member] | |||
Class of Stock [Line Items] | |||
Warrants to purchase | shares | 36,538 | ||
Payments of financing costs | $ 400 | ||
Exercise price | $ / shares | $ 14.99 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | shares | 6,746 | ||
Conversion of stock shares converted1 | shares | 6,745.008 | ||
Deferred finance costs net | $ 4,800 | ||
Proceeds from issuance or sale of equity | 4,000 | ||
Series A Preferred Stock [Member] | Investors [Member] | |||
Class of Stock [Line Items] | |||
Deferred finance costs net | $ 800 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 16, 2021 | May 31, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Proceeds from issuance of common stock | $ 1,382 | $ 37,079 | |||
Number of shares of stock,purchase | 7,202 | ||||
Proceeds from warrant exercises | $ 200 | ||||
Placement Agent Fees [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Proceeds from issuance of common stock | $ 37,100 | ||||
Direct Offering [Member] | Institutional Investors [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stock issued during period shares new issues | 1,000,000 | ||||
Proceeds from issuance of common stock | $ 40,000 | ||||
Private Placement [Member] | Institutional Investors [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of warrant or right issued | 65,003 | ||||
Exercise price | $ 49.99 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stock issued during period shares new issues | 252,013 | 1,000,000 | |||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant fair value price per share | $ 31.40 | ||||
H.C.Wainwright and Co., LLC [Member] | Sale Agreement [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 20,000 | ||||
Commission percentage | 3% | ||||
H.C.Wainwright and Co., LLC [Member] | Sale Agreement [Member] | 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 Rollforward of Comm
Schedule of Rollforward of Common Stock Warrants Outstanding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Remaining Contractual Term (Years), Outstanding, Beginning Balance | 2 years 11 months 23 days | 3 years 3 months 18 days |
Weighted Average Remaining Contractual Term (Years), Outstanding, Ending balance | 2 years 6 months 10 days | |
Warrant [Member] | ||
Number of Common Warrants, Outstanding, Beginning Balance | 1,539,745 | 1,164,359 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 56.39 | $ 68.20 |
Aggregate Intrinsic Value, Outstanding, Beginning balance | ||
Number of Common Warrants, Warrants issued | 382,588 | |
Weighted Average Exercise Price, Warrants issued | $ 20.20 | |
Number of Common Warrants, Warrants exercised | (7,202) | |
Weighted Average Exercise Price, Warrants exercised | $ 33.41 | |
Number of Common Warrants, Expirations | (254,942) | |
Weighted Average Exercise Price, Expirations | $ 31.65 | |
Number of Common Warrants, Outstanding, Ending Balance | 1,284,803 | 1,539,745 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 61.30 | $ 56.39 |
Aggregate Intrinsic Value, Outstanding, Ending balance |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Warrants | 1,284,803 |
Number of shares underlying exercisable warrants | 1,268,848 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Equity Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||
Number of options, outstanding, beginning balance | 196,006 | 144,962 |
Weighted average exercise price, outstanding, beginning balance | $ 52.72 | $ 64.20 |
weighted average remaining contractual term (years), outstanding, beginning balance | 8 years 9 months | |
Aggregate intrinsic value outstanding beginning balance | $ 60 | |
Number of Options, Granted | 125,487 | 58,039 |
Weighted Average Exercise Price, Granted | $ 6.40 | $ 27.79 |
Number of Options, Forfeited or expired | (16,670) | (6,995) |
Weighted Average Exercise Price, Forfeited or Expired | $ 83.78 | |
weighted average remaining contractual term (years), outstanding, beginning balance | 8 years 1 month 13 days | |
Weighted Average Exercise Price, Exercised | $ 143.95 | |
Number of options, outstanding, ending balance | 304,823 | 196,006 |
Weighted average exercise price, outstanding, ending balance | $ 28.66 | $ 52.72 |
weighted average remaining contractual term (years), outstanding, ending balance | 7 years 11 months 23 days | |
Aggregate intrinsic value outstanding ending balance | ||
Number of options, outstanding, exercisable | 148,482 | |
Weighted average exercise price, outstanding, exercisable | $ 44.39 | |
weighted average remaining contractual term (years), exercisable | 7 years 2 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, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 6 years | 6 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.06% | 0.64% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 113.25% | 104.96% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 1,114 | $ 1,158 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 254 | 217 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 860 | $ 941 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Technique, Option Pricing Model [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average fair value of options granted | $ 5.41 | $ 33 |
Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation arrangement, number of shares authorized | 454,363 | |
Share based compensation arrangement, number of shares available for grant | 145,735 | |
Legacy Share Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation arrangement, award options outstanding number | 33 | |
Stock Award Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expenses | $ 1.6 | |
Weighted-average period of unrecognized stock-based compensation expense | 2 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Payments to Acquire in Process Research and Development | $ 5.2 |
Reimbursement from Limited Partnership Investment | 2.5 |
Other Commitment | 5.2 |
Other Commitment, to be Paid, Year One | $ 4.2 |
Schedule of Components of Lease
Schedule of Components of Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost | ||
Fixed lease cost | $ 1,430 | $ 1,135 |
Variable lease cost | 695 | 417 |
Total lease cost | 2,125 | 1,552 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 1,478 | 1,194 |
Operating leases | $ 1,671 | |
Weighted-average remaining lease term operating leases | 6 months | |
Weighted-average discount rate - operating leases | 2.97% | 2.97% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Maturity of lease liabilities | |
2023 (half year) | $ 862 |
Total lease payments | 862 |
Less: interest | (5) |
Total lease liabilities | $ 857 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Lease liabilities — short term | $ 857 | $ 1,431 |
Lease liabilities — long term | $ 857 | |
Total lease liabilities | $ 857 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | 12 Months Ended | ||
Mar. 07, 2023 USD ($) | Jan. 07, 2022 USD ($) ft² | Dec. 31, 2022 ft² | |
Area of land | ft² | 22,000 | ||
Lease Agreement [Member] | Cobalt Propco [Member] | |||
Area of land | ft² | 20,000 | ||
Payments for rent | $ 101 | ||
Payments for tenant improvements | 3,900 | ||
Tenat improvements | 500 | ||
Proceeds from affiliates | $ 3,000 | ||
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 five-year term and is responsible for real estate taxes, maintenance, and other operating expenses applicable to the leased premises | ||
Hayden LLC [Member] | |||
Lease Expiration Date | Aug. 31, 2023 | ||
Hayden LLC [Member] | Subsequent Event [Member] | |||
Lease Expiration Date | Aug. 31, 2023 | ||
Payments for rent | $ 180 |
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, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at federal statutory tax rate | 21% | 21% |
State taxes, net of federal benefit | 6% | 5% |
Research and development credits | 4.90% | 1.80% |
Expiration of stock options | (2.50%) | (0.30%) |
Write-down of goodwill assets | (3.70%) | |
Permanent differences | 0.90% | (0.30%) |
Limitations on credits and net operating losses | (0.80%) | (16.30%) |
Change in valuation allowance | (29.50%) | (7.20%) |
Total |
Summary of Components of Deferr
Summary of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 11,557 | $ 10,836 |
Capitalized research and development expenses | 4,460 | |
Research and development credit carryforwards | 698 | 12 |
Capitalized start-up expenses | 293 | 432 |
Stock-based compensation | 860 | 815 |
Lease liability | 234 | 625 |
Other | 2,206 | 2,415 |
Total deferred tax assets | 20,308 | 15,135 |
Right-of-use-asset | (194) | (572) |
Total deferred tax liabilities | (194) | (572) |
Valuation allowance | (20,114) | (14,563) |
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, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 0 | |
Additions for current year tax positions | 229 | 130 |
Reductions for prior year tax positions | (130) | |
Balance | $ 229 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards to reduce future taxable income. | federal net operating loss carryforwards of approximately $53.2 million available to reduce future taxable income, of which $3.8 million is subject to expiration between 2026 and 2037 and $49.4 million may be carried forward indefinitely | |
Operating loss carryforwards | $ 53,200 | |
Operating Loss Carryforwards Expiration Date Description | expiration between 2030 and 2042 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 698 | $ 12 |
Deferred Tax Assets Tax Credit Carryforwards Expiration Date Description | expiration at various times through 2042 | |
Percentage Of Net Operating Losses Utilization | 50% | |
Increase in deferred tax assets valuation allowance | $ 5,600 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 6,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 700 |
Schedule of Computation of Anti
Schedule of Computation of Anti-Dilutive Weighted-Average Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,589,626 | 1,888,249 |
Options To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 304,823 | 196,004 |
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 | 1,284,803 | 1,539,745 |