Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 | 36 Crosby Drive | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Bedford | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01730 | ||
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 | $ 9,787,896 | ||
Entity Common Stock, Shares Outstanding | 3,652,285 | ||
Documents Incorporated by Reference | None | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 19,173 | $ 35,628 |
Restricted cash | 153 | |
Accounts receivable | 928 | 1,298 |
Prepaid expenses and other current assets | 742 | 1,068 |
Total current assets | 20,843 | 38,147 |
Property and equipment, net | 1,158 | 235 |
Operating lease right-of-use asset | 10,309 | 710 |
Long-term restricted cash | 1,472 | 1,472 |
Other long-term assets | 176 | 389 |
Total assets | 33,958 | 40,953 |
Current liabilities: | ||
Accounts payable | 1,915 | 1,188 |
Accrued expenses and other current liabilities | 947 | 1,638 |
Operating lease liability | 429 | 857 |
Deferred revenue | 618 | 1,339 |
Total current liabilities | 3,909 | 5,022 |
Deferred revenue, net of current portion | 3,727 | 4,822 |
Operating lease liability, net of current portion | 8,327 | |
Total liabilities | 15,963 | 9,844 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value — 500,000 shares authorized; 6,746 shares designated Series A convertible preferred stock; no shares issued and outstanding at December 31, 2023 and 2022 | ||
Common stock, $0.0001 par value — 200,000,000 shares authorized; 3,652,285 and 3,639,185 shares issued and outstanding at December 31, 2023 and 2022, respectively | ||
Additional paid-in capital | 305,592 | 304,585 |
Accumulated deficit | (287,597) | (273,476) |
Total stockholders’ equity | 17,995 | 31,109 |
Total liabilities and stockholders’ equity | $ 33,958 | $ 40,953 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 3,652,285 | 3,639,185 |
Common stock, shares outstanding | 3,652,285 | 3,639,185 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 6,746 | 6,746 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 7,298 | $ 6,071 |
Operating expenses | ||
Research and development | 15,518 | 18,240 |
General and administrative | 6,520 | 6,778 |
Total operating expenses | 22,038 | 25,018 |
Loss from operations | (14,740) | (18,947) |
Other income (expense) | ||
Interest income | 867 | 309 |
Other expense, net | (248) | (198) |
Total other income, net | 619 | 111 |
Net loss | $ (14,121) | $ (18,836) |
Net loss per share attributable to common stockholders basic | $ (3.87) | $ (5.46) |
Net loss per share attributable to common stockholders diluted | $ (3.87) | $ (5.46) |
Weighted average common shares outstanding basic | 3,651,911 | 3,447,701 |
Weighted average common shares outstanding diluted | 3,651,911 | 3,447,701 |
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, 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 | ||||
Adjustment due to reverse stock split | |||||
Adjustment due to reverse stock split, shares | 12,635 | ||||
Stock-based compensation | 1,114 | 1,114 | |||
Net loss | (18,836) | (18,836) | |||
Balance at Dec. 31, 2022 | 304,585 | (273,476) | 31,109 | ||
Balance, shares at Dec. 31, 2022 | 3,639,185 | ||||
Issuance of common stock, net of issuance costs | 53 | 53 | |||
Issuance of common stock, net of issuance costs, shares | 13,100 | ||||
Stock-based compensation | 954 | 954 | |||
Net loss | (14,121) | (14,121) | |||
Balance at Dec. 31, 2023 | $ 305,592 | $ (287,597) | $ 17,995 | ||
Balance, shares at Dec. 31, 2023 | 3,652,285 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (14,121) | $ (18,836) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 134 | 162 |
Amortization of operating lease right-of-use asset | 1,341 | 1,383 |
Stock-based compensation | 954 | 1,114 |
Loss on disposal of property and equipment | 8 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 370 | (1,231) |
Prepaid expenses and other current assets | 326 | (197) |
Other long-term assets | 213 | (389) |
Accounts payable | 727 | 511 |
Accrued expenses and other current liabilities | (1,080) | 405 |
Operating lease liability | (3,041) | (1,431) |
Deferred revenue | (1,816) | (847) |
Net cash used in operating activities | (15,985) | (19,356) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (676) | (86) |
Net cash used in investing activities | (676) | (86) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 53 | 1,382 |
Preferred stock issuance costs | (152) | |
Net cash provided by financing activities | 53 | 1,230 |
Net decrease in cash, cash equivalents and restricted cash | (16,608) | (18,212) |
Cash, cash equivalents and restricted cash — beginning of period | 37,253 | 55,465 |
Total cash, cash equivalents and restricted cash | 20,645 | 37,253 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: | ||
Cash and cash equivalents | 19,173 | 35,628 |
Restricted cash | 153 | |
Long-term restricted cash | 1,472 | 1,472 |
Supplemental disclosures of non-cash investing and financing information: | ||
Operating lease right-of-use asset obtained in exchange for operating lease liability | 9,116 | |
Purchases of property and equipment not yet paid | 389 | |
Conversion of preferred stock to common stock | $ 1,081 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Pulmatrix, Inc. (the “Company”) was incorporated in 2013 as a Delaware corporation. The Company is a clinical-stage biopharmaceutical company focused on the development of a novel class of inhaled therapeutic products. The Company’s proprietary dry powder delivery platform, iSPERSE ™ ™ |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Standards | 2. Summary of Significant Accounting Policies and Recent Accounting Standards 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, 2023, will be adequate to fund its currently anticipated operating expenses for at least twelve months from the date these financial statements are issued. 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 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 the 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 and estimates related to clinical trial accruals and upfront deposits. 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, and the Company has not incurred any losses to date. The Company is exposed to credit risk in the event of default by this financial institution for amounts in excess of the Federal Deposit Insurance Corporation insured limits. For the year ended December 31, 2023, revenue from one customer accounted for 100 99 100 Accounts Receivable The Company’s accounts receivable generally relate to amounts reimbursable under its collaboration agreements with partners. The contractual life of the Company’s receivables is generally short term. The Company makes judgments as to its ability to collect outstanding receivables and provides reserves against receivables for estimated losses that may result from a customer’s inability to pay. Specific amounts determined to be uncollectable are charged against the reserve. The Company believes that credit risks associated with its partners are not significant. For the years ended December 31, 2023 and 2022, the Company did not record any expected credit losses related to accounts receivable. 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 current office and laboratory facility lease agreement in the amounts of $ 1,421 51 During the year ended December 31, 2023, $ 153 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 Computer equipment 3 Office furniture and equipment 5 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, 2023 and 2022, 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, 2023 and 2022, 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 source of revenue during the years ended December 31, 2023 and 2022 was derived from a collaboration arrangement and license agreement that relate to the development and commercialization of PUR1900 under the Cipla 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 substantial 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. 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, 2023 that had a material effect on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments January 1, 2023 As of December 31, 2023, there are no new, or existing recently issued, 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, 2023 | |
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 December 31, 2023 December 31, 2022 Insurance $ 232 $ 286 Software and hosting costs 108 99 Clinical and consulting 30 517 Other 372 166 Total prepaid expenses and other current assets $ 742 $ 1,068 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 December 31, 2022 Laboratory equipment $ 1,656 $ 1,827 Capital in progress 600 - Office furniture and equipment 401 217 Computer equipment 237 275 Leasehold improvements - 664 Total property and equipment 2,894 2,983 Less accumulated depreciation and amortization (1,736 ) (2,748 ) Property and equipment, net $ 1,158 $ 235 Depreciation and amortization expense for the year ended December 31, 2023 and 2022 was $ 134 162 8 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 December 31, 2022 Accrued purchases of property and equipment $ 389 $ - Clinical and consulting 347 475 Wages and incentives 70 1,130 Legal and patents 42 - Other 99 33 Total accrued expenses and other current liabilities $ 947 $ 1,638 |
Significant Agreements
Significant Agreements | 12 Months Ended |
Dec. 31, 2023 | |
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 ™ Pursuant to the Second Amendment, the Company and Cipla were each 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”). The Company will share all other development costs with Cipla that are not Direct Costs, such as the cost of clinical research organizations, manufacturing costs and other third-party costs, on a 50/50 basis. Pursuant to the Third Amendment, the Company and Cipla agreed that, during the period commencing on January 6, 2024 and ending July 30, 2024 (the “Wind Down Period”), the Company will complete all Phase 2b activities, assign or license all patents to Cipla and their registration with the appropriate authorities in regions other than the United States, complete a physical and demonstrable technology transfer and secure all data from the Phase 2b study for inclusion in the safety database. The Company will share costs with Cipla during the Wind Down Period in the same proportions in effect with the Second Amendment discussed above, but subject to a maximum reimbursement amount by Cipla as approved by the joint steering committee. 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 the Company of the research and development services. Such research and development services are highly specialized and proprietary to the Company 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 Second 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 Second Amendment as well as $ 7.4 The Company concluded that the Third Amendment, executed on January 6, 2024, is a nonrecognized subsequent event for the year ended December 31, 2023. Accordingly, the Company’s accounting for the Cipla Agreement as of and during the year ended December 31, 2023 reflects the contract and estimates in effect as of December 31, 2023. Revenue is recognized for the Cipla Agreement as the research and development services are provided using an input method, according to the ratio of costs incurred to the total costs expected to be incurred in the future to satisfy the Company’s obligations. In management’s judgment, this input method is the best measure of the transfer of control of the combined performance obligation. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheets, with amounts expected to be recognized in the next 12 months recorded as current. During the years ended December 31, 2023 and 2022, the Company recognized $ 7.3 6.1 1.1 0.8 4.3 0.6 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock | 7. Common Stock In May 2021, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with H.C. Wainwright and Co., LLC (“HCW”) to act as the Company’s sales agent with respect to the issuance and sale of up to $ 20.0 3.0 During the year ended December 31, 2023, the Company sold 13,100 4.25 53 During the year ended December 31, 2022, the Company sold 252,013 5.70 1.4 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Warrants | 8. Warrants The following table summarizes warrant activity for the year ended December 31, 2023: 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, 2023 1,284,803 $ 61.30 - - Warrants Expired (123,310 ) 149.99 Outstanding December 31, 2023 1,161,493 $ 51.89 1.78 $ - The following represents a summary of the warrants outstanding and exercisable at December 31, 2023, all of which are equity-classified: Schedule of Warrants Outstanding Adjusted Number of Shares Issue Date Exercise Price Expiration Date Outstanding Exercisable December 17, 2021 $ 14.99 December 15, 2026 36,538 36,538 December 17, 2021 $ 13.99 December 17, 2026 281,047 281,047 February 16, 2021 $ 49.99 February 11, 2026 65,003 65,003 August 7, 2020 $ 35.99 July 14, 2025 90,743 90,743 August 7, 2020 $ 44.99 July 14, 2025 10,939 10,939 July 23, 2020 $ 35.99 July 14, 2025 77,502 77,502 July 13, 2020 $ 44.99 July 14, 2025 21,846 21,846 July 13, 2020 $ 35.99 July 14, 2025 334,800 334,800 April 8, 2019 $ 26.99 April 8, 2024 65,907 65,907 April 8, 2019 $ 33.74 April 3, 2024 39,871 39,871 February 12, 2019 $ 36.62 February 7, 2024 5,548 5,548 February 12, 2019 $ 26.79 August 12, 2024 66,675 66,675 February 4, 2019 $ 42.49 January 30, 2024 1,732 1,732 January 31, 2019 $ 42.49 January 26, 2024 511 511 December 3, 2018 $ 77.99 June 3, 2024 46,876 46,876 June 15, 2015 $ 1,509.99 Five years after milestone achievement 15,955 - Total 1,161,493 1,145,538 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 9. 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, 2023, the Incentive Plan provided for the grant of up to 636,322 288,186 8 The following table summarizes stock option activity for the year ended December 31, 2023: Summary of Stock Option Activity Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2023 304,823 $ 28.66 - - Granted 118,472 $ 3.98 Forfeited or cancelled (78,965 ) $ 25.27 Expired (24 ) $ 376.25 Outstanding — December 31, 2023 344,306 $ 20.92 7.54 $ - Exercisable — December 31, 2023 206,695 $ 29.99 6.88 $ - The Company records stock-based compensation expense related to stock options based on their grant-date fair value. During the years ended December 31, 2023 and 2022, the Company used the Black-Scholes option-pricing model to estimate the fair value of stock option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates. The weighted-average grant-date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 3.27 5.41 Schedule of Calculation of Fair Value Assumptions Year Ended December 31, 2023 2022 Expected option life (years) 6.0 6.0 Risk-free interest rate 3.53 % 2.06 % Expected volatility 104.24 % 113.25 % 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 historical volatility of the Company’s common stock. 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, 2023, there was $ 0.8 2.0 The following table presents total stock-based compensation expense for the years ended December 31, 2023 and 2022: Schedule of Stock-based Compensation Expenses 2023 2022 Year Ended December 31, 2023 2022 Research and development $ 243 $ 254 General and administrative 711 860 Total stock-based compensation expense $ 954 $ 1,114 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Research and Development Activities The Company contracts with various other organizations to conduct research and development activities, including clinical trials. 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. As of December 31, 2023, the Company had no material noncancellable commitments not expected to be reimbursed under the Cipla Agreement. 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, 2023 | |
Leases | |
Leases | 11. Leases New Corporate Headquarters The Company has limited leasing activities as a lessee which are primarily related to its corporate headquarters, which were relocated during the year ended December 31, 2023. 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 comprise approximately 20,000 lease provides for base rent of $ 0.1 The lease commenced on August 1, 2023, following substantial completion of construction to prepare the premises for the Company’s use, and the Company has included the lease as a component of its operating lease right-of-use asset and operating lease liabilities upon commencement. The improvements to prepare the leased premises for the Company’s intended use have been funded by (i) the landlord, through a tenant allowance of $ 3.9 0.5 2.2 Other Leasing Activities During the first quarter of 2023, the Company executed a two-month lease extension for its previous corporate headquarters in Lexington, Massachusetts, through August 31, 2023. The Company terminated that lease extension, as planned, during the third quarter of 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, 2023 and 2022 were as follows: Schedule of Components of Lease Expenses 2023 2022 Year Ended December 31, 2023 2022 Lease cost Fixed lease cost $ 1,753 $ 1,430 Variable lease cost 593 695 Total lease cost $ 2,346 $ 2,125 Other information Cash paid for amounts included in the measurement of lease liabilities $ 3,454 $ 1,478 Weighted-average remaining lease term — operating leases 9.9 0.5 Weighted-average discount rate — operating leases 11.00 % 2.97 % Maturities of lease liabilities due under these lease agreements as of December 31, 2023 are as follows: Schedule of Maturities of Lease Liabilities Operating Leases Maturity of lease liabilities 2024 $ 1,357 2025 1,326 2026 1,364 2027 1,402 2028 1,442 2029 and thereafter 7,711 Total lease payments 14,602 Less: interest (5,846 ) Total lease liabilities $ 8,756 Reported as of December 31, 2023 Lease liabilities — short term $ 429 Lease liabilities — long term 8,327 Total lease liabilities $ 8,756 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company had no income tax expense due to operating losses incurred for the years ended December 31, 2023 and 2022. 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 2023 2022 Income tax computed at federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 5.9 % 6.0 % Research and development credits 7.9 % 4.9 % Expiration of stock options (3.1 )% (2.5 )% Permanent differences 1.4 % 0.9 % Limitations on credits and net operating losses (1.7 )% (0.8 )% Change in valuation allowance (31.4 )% (29.5 )% Total - - The significant components of the Company’s deferred tax assets as of December 31, 2023 and 2022 were as follows: Summary of Components of Deferred Tax Assets 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 12,866 $ 11,557 Capitalized research and development expenses 7,642 4,460 Lease liability 2,977 234 Research and development credit carryforwards 1,528 698 Stock-based compensation 873 860 Capitalized start-up expenses 153 293 Other 1,303 2,206 Total deferred tax assets 27,342 20,308 Deferred tax liabilities: Right-of-use-asset (2,816 ) (194 ) Total deferred tax liabilities (2,816 ) (194 ) Valuation allowance (24,526 ) (20,114 ) Net deferred tax liabilities $ - $ - Subject to the limitations described below, as of December 31, 2023, the Company had federal net operating loss carryforwards of approximately $ 58.1 3.8 54.3 10.5 expiration between 2030 and 2043. 1.6 expiration at various times through 2043 Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 Management of the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance was recorded as of December 31, 2023 and 2022. The valuation allowance increased by $ 4.4 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 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 Company applies ASC 740, Income Taxes 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 2020 through 2023. 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, 2022 $ - Additions for current year tax positions 229 Balance — December 31, 2022 229 Additions for current year tax positions 276 Balance — December 31, 2023 $ 505 The Company’s total uncertain tax positions increased during the year ended December 31, 2023 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, 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, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share Basic and diluted earnings (loss) per share are computed using the two-class method, which is an earnings allocation method that determines earnings (loss) per share for common shares and participating securities. The participating securities consist of the Company’s Series A Preferred Stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. In periods of loss, no allocation is made to the Series A Preferred Stock and diluted net loss per share is the same as basic net loss per share because common stock equivalents are excluded as their inclusion would be antidilutive. 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, 2023 2022 Options to purchase common stock 344,306 304,823 Warrants to purchase common stock 1,161,493 1,284,803 Total potentially dilutive securities excluded 1,505,799 1,589,626 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events The Company has completed an evaluation of all subsequent events after the balance sheet date of December 31, 2023 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, 2023, 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 consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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, 2023, will be adequate to fund its currently anticipated operating expenses for at least twelve months from the date these financial statements are issued. 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 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 the 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 and estimates related to clinical trial accruals and upfront deposits. |
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, and the Company has not incurred any losses to date. The Company is exposed to credit risk in the event of default by this financial institution for amounts in excess of the Federal Deposit Insurance Corporation insured limits. For the year ended December 31, 2023, revenue from one customer accounted for 100 99 100 |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable generally relate to amounts reimbursable under its collaboration agreements with partners. The contractual life of the Company’s receivables is generally short term. The Company makes judgments as to its ability to collect outstanding receivables and provides reserves against receivables for estimated losses that may result from a customer’s inability to pay. Specific amounts determined to be uncollectable are charged against the reserve. The Company believes that credit risks associated with its partners are not significant. For the years ended December 31, 2023 and 2022, the Company did not record any expected credit losses related to accounts receivable. |
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 current office and laboratory facility lease agreement in the amounts of $ 1,421 51 During the year ended December 31, 2023, $ 153 |
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 Computer equipment 3 Office furniture and equipment 5 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, 2023 and 2022, 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, 2023 and 2022, 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 source of revenue during the years ended December 31, 2023 and 2022 was derived from a collaboration arrangement and license agreement that relate to the development and commercialization of PUR1900 under the Cipla 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 substantial 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. |
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, 2023 that had a material effect on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments January 1, 2023 As of December 31, 2023, there are no new, or existing recently issued, 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, 2023 | |
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 Computer equipment 3 Office furniture and equipment 5 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, 2023 | |
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 December 31, 2023 December 31, 2022 Insurance $ 232 $ 286 Software and hosting costs 108 99 Clinical and consulting 30 517 Other 372 166 Total prepaid expenses and other current assets $ 742 $ 1,068 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following: Schedule of Property and Equipment December 31, 2023 December 31, 2022 Laboratory equipment $ 1,656 $ 1,827 Capital in progress 600 - Office furniture and equipment 401 217 Computer equipment 237 275 Leasehold improvements - 664 Total property and equipment 2,894 2,983 Less accumulated depreciation and amortization (1,736 ) (2,748 ) Property and equipment, net $ 1,158 $ 235 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 December 31, 2022 Accrued purchases of property and equipment $ 389 $ - Clinical and consulting 347 475 Wages and incentives 70 1,130 Legal and patents 42 - Other 99 33 Total accrued expenses and other current liabilities $ 947 $ 1,638 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Schedule of Rollforward of Common Stock Warrants Outstanding | The following table summarizes warrant activity for the year ended December 31, 2023: 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, 2023 1,284,803 $ 61.30 - - Warrants Expired (123,310 ) 149.99 Outstanding December 31, 2023 1,161,493 $ 51.89 1.78 $ - |
Schedule of Warrants Outstanding | The following represents a summary of the warrants outstanding and exercisable at December 31, 2023, all of which are equity-classified: Schedule of Warrants Outstanding Adjusted Number of Shares Issue Date Exercise Price Expiration Date Outstanding Exercisable December 17, 2021 $ 14.99 December 15, 2026 36,538 36,538 December 17, 2021 $ 13.99 December 17, 2026 281,047 281,047 February 16, 2021 $ 49.99 February 11, 2026 65,003 65,003 August 7, 2020 $ 35.99 July 14, 2025 90,743 90,743 August 7, 2020 $ 44.99 July 14, 2025 10,939 10,939 July 23, 2020 $ 35.99 July 14, 2025 77,502 77,502 July 13, 2020 $ 44.99 July 14, 2025 21,846 21,846 July 13, 2020 $ 35.99 July 14, 2025 334,800 334,800 April 8, 2019 $ 26.99 April 8, 2024 65,907 65,907 April 8, 2019 $ 33.74 April 3, 2024 39,871 39,871 February 12, 2019 $ 36.62 February 7, 2024 5,548 5,548 February 12, 2019 $ 26.79 August 12, 2024 66,675 66,675 February 4, 2019 $ 42.49 January 30, 2024 1,732 1,732 January 31, 2019 $ 42.49 January 26, 2024 511 511 December 3, 2018 $ 77.99 June 3, 2024 46,876 46,876 June 15, 2015 $ 1,509.99 Five years after milestone achievement 15,955 - Total 1,161,493 1,145,538 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2023: Summary of Stock Option Activity Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — January 1, 2023 304,823 $ 28.66 - - Granted 118,472 $ 3.98 Forfeited or cancelled (78,965 ) $ 25.27 Expired (24 ) $ 376.25 Outstanding — December 31, 2023 344,306 $ 20.92 7.54 $ - Exercisable — December 31, 2023 206,695 $ 29.99 6.88 $ - |
Schedule of Calculation of Fair Value Assumptions | Schedule of Calculation of Fair Value Assumptions Year Ended December 31, 2023 2022 Expected option life (years) 6.0 6.0 Risk-free interest rate 3.53 % 2.06 % Expected volatility 104.24 % 113.25 % Expected dividend yield - % - % |
Schedule of Stock-based Compensation Expenses | The following table presents total stock-based compensation expense for the years ended December 31, 2023 and 2022: Schedule of Stock-based Compensation Expenses 2023 2022 Year Ended December 31, 2023 2022 Research and development $ 243 $ 254 General and administrative 711 860 Total stock-based compensation expense $ 954 $ 1,114 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Components of Lease Expenses | The components of lease expense for the Company for the years ended December 31, 2023 and 2022 were as follows: Schedule of Components of Lease Expenses 2023 2022 Year Ended December 31, 2023 2022 Lease cost Fixed lease cost $ 1,753 $ 1,430 Variable lease cost 593 695 Total lease cost $ 2,346 $ 2,125 Other information Cash paid for amounts included in the measurement of lease liabilities $ 3,454 $ 1,478 Weighted-average remaining lease term — operating leases 9.9 0.5 Weighted-average discount rate — operating leases 11.00 % 2.97 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities due under these lease agreements as of December 31, 2023 are as follows: Schedule of Maturities of Lease Liabilities Operating Leases Maturity of lease liabilities 2024 $ 1,357 2025 1,326 2026 1,364 2027 1,402 2028 1,442 2029 and thereafter 7,711 Total lease payments 14,602 Less: interest (5,846 ) Total lease liabilities $ 8,756 Reported as of December 31, 2023 Lease liabilities — short term $ 429 Lease liabilities — long term 8,327 Total lease liabilities $ 8,756 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Income tax computed at federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 5.9 % 6.0 % Research and development credits 7.9 % 4.9 % Expiration of stock options (3.1 )% (2.5 )% Permanent differences 1.4 % 0.9 % Limitations on credits and net operating losses (1.7 )% (0.8 )% Change in valuation allowance (31.4 )% (29.5 )% Total - - |
Summary of Components of Deferred Tax Assets | The significant components of the Company’s deferred tax assets as of December 31, 2023 and 2022 were as follows: Summary of Components of Deferred Tax Assets 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 12,866 $ 11,557 Capitalized research and development expenses 7,642 4,460 Lease liability 2,977 234 Research and development credit carryforwards 1,528 698 Stock-based compensation 873 860 Capitalized start-up expenses 153 293 Other 1,303 2,206 Total deferred tax assets 27,342 20,308 Deferred tax liabilities: Right-of-use-asset (2,816 ) (194 ) Total deferred tax liabilities (2,816 ) (194 ) Valuation allowance (24,526 ) (20,114 ) 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, 2022 $ - Additions for current year tax positions 229 Balance — December 31, 2022 229 Additions for current year tax positions 276 Balance — December 31, 2023 $ 505 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Options to purchase common stock 344,306 304,823 Warrants to purchase common stock 1,161,493 1,284,803 Total potentially dilutive securities excluded 1,505,799 1,589,626 |
Summary of Finite Lived Intangi
Summary of Finite Lived Intangible Assets Estimated Useful Lives (Details) | Dec. 31, 2023 |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] | Useful Life, Shorter of Lease Term or Asset Utility [Member] |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Recent Accounting Standards (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Deposit money market | $ 51 | |
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 | |
Laboratory Facility [Member] | ||
Product Information [Line Items] | ||
Restricted cash | $ 153 | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 100% | 99% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 100% | 100% |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | ||
Insurance | $ 232 | $ 286 |
Software and hosting costs | 108 | 99 |
Clinical and consulting | 30 | 517 |
Other | 372 | 166 |
Total prepaid expenses and other current assets | $ 742 | $ 1,068 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,894 | $ 2,983 |
Less accumulated depreciation and amortization | (1,736) | (2,748) |
Property and equipment, net | 1,158 | 235 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,656 | 1,827 |
Capital In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 600 | |
Office Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 401 | 217 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 237 | 275 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 664 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 134 | $ 162 |
Loss on disposal of property and equipment | $ 8 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued purchases of property and equipment | $ 389 | |
Clinical and consulting | 347 | 475 |
Wages and incentives | 70 | 1,130 |
Legal and patents | 42 | |
Other | 99 | 33 |
Total accrued expenses and other current liabilities | $ 947 | $ 1,638 |
Significant Agreements (Details
Significant Agreements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Liability Contingency [Line Items] | ||
Agreement description | Pursuant to the Second Amendment, the Company and Cipla were each 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”). The Company will 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 | 7,298 | $ 6,071 |
Deferred revenue, current | 618 | 1,339 |
Cipla Agreement [Member] | Cipla Technologies LLC [Member] | ||
Product Liability Contingency [Line Items] | ||
Proceeds from related party debt | 22,000 | |
Transaction price | 7,400 | |
Revenue recognized | 1,100 | 800 |
Deferred revenue | 4,300 | |
Deferred revenue, current | 600 | |
Cipla Agreement [Member] | Cipla Technologies LLC [Member] | Research and Development Service [Member] | ||
Product Liability Contingency [Line Items] | ||
Transaction cost | 12,000 | |
Revenue | 7,300 | $ 6,100 |
Cipla Agreement [Member] | Cipla Technologies LLC [Member] | Irrevocable License [Member] | ||
Product Liability Contingency [Line Items] | ||
Transaction cost | $ 10,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - H.C.Wainwright and Co., LLC [Member] - Sale Agreement [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Sale of stock, consideration received on transaction | $ 20,000 | ||
Commission percentage | 3% | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares issued in transaction | 13,100 | 252,013 | |
Sale of stock, price per share | $ 4.25 | $ 5.70 | |
Sale of stock, consideration received per transaction | $ 53 | $ 1,400 |
Schedule of Rollforward of Comm
Schedule of Rollforward of Common Stock Warrants Outstanding (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Common Warrants, Outstanding, Beginning Balance | shares | 1,284,803 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 61.30 |
Number of Common Warrants, Expirations | shares | (123,310) |
Weighted Average Exercise Price, Expirations | $ / shares | $ 149.99 |
Number of Common Warrants, Outstanding, Ending Balance | shares | 1,161,493 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 51.89 |
Weighted Average Remaining Contractual Term (Years), Outstanding | 1 year 9 months 10 days |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Warrant One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Dec. 17, 2021 |
Warrants, Exercise Price | $ / shares | $ 14.99 |
Warrants, Expiration Date | Dec. 15, 2026 |
Number of Shares Underlying Warrants, Outstanding Total | 36,538 |
Number of Shares Underlying Warrants, Exercisable Total | 36,538 |
Warrant Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Dec. 17, 2021 |
Warrants, Exercise Price | $ / shares | $ 13.99 |
Warrants, Expiration Date | Dec. 17, 2026 |
Number of Shares Underlying Warrants, Outstanding Total | 281,047 |
Number of Shares Underlying Warrants, Exercisable Total | 281,047 |
Warrant Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Feb. 16, 2021 |
Warrants, Exercise Price | $ / shares | $ 49.99 |
Warrants, Expiration Date | Feb. 11, 2026 |
Number of Shares Underlying Warrants, Outstanding Total | 65,003 |
Number of Shares Underlying Warrants, Exercisable Total | 65,003 |
Warrant Four [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Aug. 07, 2020 |
Warrants, Exercise Price | $ / shares | $ 35.99 |
Warrants, Expiration Date | Jul. 14, 2025 |
Number of Shares Underlying Warrants, Outstanding Total | 90,743 |
Number of Shares Underlying Warrants, Exercisable Total | 90,743 |
Warrant Five [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Aug. 07, 2020 |
Warrants, Exercise Price | $ / shares | $ 44.99 |
Warrants, Expiration Date | Jul. 14, 2025 |
Number of Shares Underlying Warrants, Outstanding Total | 10,939 |
Number of Shares Underlying Warrants, Exercisable Total | 10,939 |
Warrant Six [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Jul. 23, 2020 |
Warrants, Exercise Price | $ / shares | $ 35.99 |
Warrants, Expiration Date | Jul. 14, 2025 |
Number of Shares Underlying Warrants, Outstanding Total | 77,502 |
Number of Shares Underlying Warrants, Exercisable Total | 77,502 |
Warrant Seven [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Jul. 13, 2020 |
Warrants, Exercise Price | $ / shares | $ 44.99 |
Warrants, Expiration Date | Jul. 14, 2025 |
Number of Shares Underlying Warrants, Outstanding Total | 21,846 |
Number of Shares Underlying Warrants, Exercisable Total | 21,846 |
Warrant Eight [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Jul. 13, 2020 |
Warrants, Exercise Price | $ / shares | $ 35.99 |
Warrants, Expiration Date | Jul. 14, 2025 |
Number of Shares Underlying Warrants, Outstanding Total | 334,800 |
Number of Shares Underlying Warrants, Exercisable Total | 334,800 |
Warrant Nine [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Apr. 08, 2019 |
Warrants, Exercise Price | $ / shares | $ 26.99 |
Warrants, Expiration Date | Apr. 08, 2024 |
Number of Shares Underlying Warrants, Outstanding Total | 65,907 |
Number of Shares Underlying Warrants, Exercisable Total | 65,907 |
Warrant Ten [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Apr. 08, 2019 |
Warrants, Exercise Price | $ / shares | $ 33.74 |
Warrants, Expiration Date | Apr. 03, 2024 |
Number of Shares Underlying Warrants, Outstanding Total | 39,871 |
Number of Shares Underlying Warrants, Exercisable Total | 39,871 |
Warrant Eleven [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Feb. 12, 2019 |
Warrants, Exercise Price | $ / shares | $ 36.62 |
Warrants, Expiration Date | Feb. 07, 2024 |
Number of Shares Underlying Warrants, Outstanding Total | 5,548 |
Number of Shares Underlying Warrants, Exercisable Total | 5,548 |
Warrant Twelve [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Feb. 12, 2019 |
Warrants, Exercise Price | $ / shares | $ 26.79 |
Warrants, Expiration Date | Aug. 12, 2024 |
Number of Shares Underlying Warrants, Outstanding Total | 66,675 |
Number of Shares Underlying Warrants, Exercisable Total | 66,675 |
Warrant Thirteen [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Feb. 04, 2019 |
Warrants, Exercise Price | $ / shares | $ 42.49 |
Warrants, Expiration Date | Jan. 30, 2024 |
Number of Shares Underlying Warrants, Outstanding Total | 1,732 |
Number of Shares Underlying Warrants, Exercisable Total | 1,732 |
Warrant Fourteen [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Jan. 31, 2019 |
Warrants, Exercise Price | $ / shares | $ 42.49 |
Warrants, Expiration Date | Jan. 26, 2024 |
Number of Shares Underlying Warrants, Outstanding Total | 511 |
Number of Shares Underlying Warrants, Exercisable Total | 511 |
Warrant Fifteen [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Dec. 03, 2018 |
Warrants, Exercise Price | $ / shares | $ 77.99 |
Warrants, Expiration Date | Jun. 03, 2024 |
Number of Shares Underlying Warrants, Outstanding Total | 46,876 |
Number of Shares Underlying Warrants, Exercisable Total | 46,876 |
Warrant Eighteen [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Issue Date | Jun. 15, 2015 |
Warrants, Exercise Price | $ / shares | $ 1,509.99 |
Number of Shares Underlying Warrants, Outstanding Total | 15,955 |
Number of Shares Underlying Warrants, Exercisable Total | |
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, Outstanding Total | 1,161,493 |
Number of Shares Underlying Warrants, Exercisable Total | 1,145,538 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Equity Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | ||
Number of Options, Outstanding, Balance | 304,823 | |
Weighted Average Exercise Price, Outstanding, Balance | $ 28.66 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 7 years 6 months 14 days | |
Aggregate Intrinsic Value, Balance | ||
Number of Options, Granted | 118,472 | |
Weighted Average Exercise Price, Granted | $ 3.98 | |
Number of Options, Forfeited or expired | (78,965) | |
Weighted Average Exercise Price, Forfeited or expired | $ 25.27 | |
Number of Options, expired | (24) | |
Weighted Average Exercise Price, Forfeited or expired | $ 376.25 | |
Number of Options, Outstanding, Balance | 344,306 | 304,823 |
Weighted Average Exercise Price, Outstanding, Balance | $ 20.92 | $ 28.66 |
Aggregate Intrinsic Value, Balance | ||
Number of Options, Exercisable | 206,695 | |
Weighted Average Exercise Price, Outstanding, Exercisable | $ 29.99 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 6 years 10 months 17 days | |
Aggregate Intrinsic Value, 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, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected option life (years) | 6 years | 6 years |
Risk-free interest rate | 3.53% | 2.06% |
Expected volatility | 104.24% | 113.25% |
Expected dividend yield |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 954 | $ 1,114 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 243 | 254 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 711 | $ 860 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Valuation Technique, Option Pricing Model [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average grant date fair value of options | $ 3.27 | $ 5.41 |
Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation arrangement, number of shares authorized | 636,322 | |
Share based compensation arrangement, number of shares available for grant | 288,186 | |
Legacy Share Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation arrangement, award options outstanding number | 8 | |
Stock Award Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expenses | $ 0.8 | |
Weighted-average period of unrecognized stock-based compensation expense | 2 years |
Schedule of Components of Lease
Schedule of Components of Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease cost | ||
Fixed lease cost | $ 1,753 | $ 1,430 |
Variable lease cost | 593 | 695 |
Total lease cost | 2,346 | 2,125 |
Other information | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 3,454 | $ 1,478 |
Weighted-average remaining lease term - operating leases | 9 years 10 months 24 days | 6 months |
Weighted-average discount rate - operating leases | 11% | 2.97% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 1,357 | |
2025 | 1,326 | |
2026 | 1,364 | |
2027 | 1,402 | |
2028 | 1,442 | |
2029 and thereafter | 7,711 | |
Total lease payments | 14,602 | |
Less: interest | (5,846) | |
Total lease liabilities | 8,756 | |
Lease liabilities — short term | 429 | $ 857 |
Lease liabilities — long term | $ 8,327 |
Leases (Details Narrative)
Leases (Details Narrative) - Lease Agreement [Member] - Cobalt Propco [Member] $ in Millions | 1 Months Ended | |
Jan. 07, 2022 USD ($) ft² | Mar. 31, 2024 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Area of land | ft² | 20,000 | |
Lessee, operating lease, description | lease provides for base rent of $0.1 million per month, payment of which began in March 2024, and 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. | |
Payments for tenant improvements | $ 3.9 | |
Tenat improvements | 0.5 | |
Proceeds from affiliates | $ 2.2 | |
Subsequent Event [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Payments for rent | $ 0.1 |
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, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at federal statutory tax rate | 21% | 21% |
State taxes, net of federal benefit | 5.90% | 6% |
Research and development credits | 7.90% | 4.90% |
Expiration of stock options | (3.10%) | (2.50%) |
Permanent differences | 1.40% | 0.90% |
Limitations on credits and net operating losses | (1.70%) | (0.80%) |
Change in valuation allowance | (31.40%) | (29.50%) |
Total |
Summary of Components of Deferr
Summary of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 12,866 | $ 11,557 |
Capitalized research and development expenses | 7,642 | 4,460 |
Lease liability | 2,977 | 234 |
Research and development credit carryforwards | 1,528 | 698 |
Stock-based compensation | 873 | 860 |
Capitalized start-up expenses | 153 | 293 |
Other | 1,303 | 2,206 |
Total deferred tax assets | 27,342 | 20,308 |
Right-of-use-asset | (2,816) | (194) |
Total deferred tax liabilities | (2,816) | (194) |
Valuation allowance | (24,526) | (20,114) |
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, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 229 | |
Additions for current year tax positions | 276 | 229 |
Balance | $ 505 | $ 229 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards to reduce future taxable income. | federal net operating loss carryforwards of approximately $58.1 million available to reduce future taxable income, of which $3.8 million is subject to expiration between 2026 and 2037 and $54.3 million may be carried forward indefinitely. | |
Operating loss carryforwards | $ 58,100 | |
[custom:OperatingLossCarryforwardsExpirationDateDescription] | expiration between 2030 and 2043. | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 1,528 | $ 698 |
Deferred tax assets, expiration | expiration at various times through 2043 | |
Percent of net operating loss utilization | 50% | |
Increase in deferred tax assets valuation allowance | $ 4,400 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 10,500 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 1,600 | |
Tax Year 2026 to 2037 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 3,800 | |
Indefinite [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 54,300 |
Schedule of Computation of Anti
Schedule of Computation of Anti-Dilutive Weighted-Average Shares Outstanding (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average shares outstanding | 1,505,799 | 1,589,626 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average shares outstanding | 344,306 | 304,823 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average shares outstanding | 1,161,493 | 1,284,803 |