Cover page
Cover page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36570 | ||
Entity Registrant Name | ZOSANO PHARMA CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-4488360 | ||
Entity Address, Address Line One | 34790 Ardentech Court | ||
Entity Address, City or Town | Fremont | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94555 | ||
City Area Code | 510 | ||
Local Phone Number | 745-1200 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | ZSAN | ||
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 | ||
Auditor Attestation Flag | false | ||
Entity Public Float | $ 104,972,443 | ||
Entity Common Stock, Shares Outstanding | 171,455,813 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2022, which definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2021. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001587221 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | San Francisco, California |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 11,043 | $ 35,263 |
Accounts receivable | 146 | 0 |
Prepaid expenses and other current assets | 420 | 453 |
Total current assets | 11,609 | 35,716 |
Restricted cash | 455 | 455 |
Property and equipment, net | 32,557 | 30,909 |
Operating lease right-of-use assets | 3,769 | 4,928 |
Other long-term assets | 0 | 3 |
Total assets | 48,390 | 72,011 |
Current liabilities: | ||
Accounts payable | 2,120 | 1,884 |
Accrued compensation | 1,767 | 2,294 |
Build-to-suit obligation, current portion, net of debt issuance costs and discount | 3,822 | 4,779 |
Operating lease liabilities, current portion | 1,606 | 1,378 |
Paycheck Protection Program loan, current portion | 0 | 809 |
Other accrued liabilities | 1,818 | 3,367 |
Total current liabilities | 11,133 | 14,511 |
Build-to-suit obligation, long-term portion, net of debt issuance costs and discount | 970 | 4,359 |
Operating lease liabilities, long-term portion | 3,081 | 4,687 |
Paycheck Protection Program loan, long-term portion | 0 | 812 |
Other long-term liabilities | 231 | 127 |
Total liabilities | 15,415 | 24,496 |
Commitments and contingencies (see note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.0001 par value; 250,000,000 shares authorized; 120,205,813 and 102,066,218 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 12 | 10 |
Additional paid-in capital | 395,078 | 379,695 |
Accumulated deficit | (362,115) | (332,190) |
Total stockholders’ equity | 32,975 | 47,515 |
Total liabilities and stockholders’ equity | $ 48,390 | $ 72,011 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 120,205,813 | 102,066,218 |
Common stock, shares outstanding (in shares) | 120,205,813 | 102,066,218 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Service revenue | $ 785,000 | $ 224,000 |
Operating expenses: | ||
Cost of service revenue | 796,000 | 171,000 |
Research and development | 20,974,000 | 21,622,000 |
General and administrative | 10,547,000 | 11,189,000 |
Total operating expenses | 32,317,000 | 32,982,000 |
Loss from operations | (31,532,000) | (32,758,000) |
Other income (expense): | ||
Interest income | 3,000 | 18,000 |
Interest expense | (189,000) | (719,000) |
Other income (expense), net | 1,793,000 | 90,000 |
Loss before provision for income taxes | (29,925,000) | (33,369,000) |
Provision for income taxes | 0 | 0 |
Net loss | $ (29,925,000) | $ (33,369,000) |
Net loss per common share – basic (in USD per share) | $ (0.27) | $ (0.49) |
Net loss per common share – diluted (in USD per share) | $ (0.27) | $ (0.49) |
Weighted-average common shares used in computing net loss per common share – basic (in shares) | 112,064 | 67,907 |
Weighted-average common shares used in computing net loss per common share – diluted (in shares) | 112,064 | 67,907 |
Revenue from Contract with Customer, Product and Service [Extensible List] | Service [Member] | Service [Member] |
Cost, Product and Service [Extensible List] | Service [Member] | Service [Member] |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Series C Warrant | Series E Warrant | Common Stock | Common StockSeries D Warrants | Common StockSeries C Warrant | Common StockSeries E Warrant | Additional Paid-In Capital | Additional Paid-In CapitalSeries C Warrant | Additional Paid-In CapitalSeries E Warrant | Accumulated Deficit | Stock Offering | Stock OfferingCommon Stock | Stock OfferingAdditional Paid-In Capital | At-The-Market Offering | At-The-Market OfferingCommon Stock | At-The-Market OfferingAdditional Paid-In Capital | Registered Direct Offering, RDO | Registered Direct Offering, RDOCommon Stock | Registered Direct Offering, RDOAdditional Paid-In Capital | Pre-funded Warrants With Public Stock Offering | Pre-funded Warrants With Public Stock OfferingCommon Stock | Pre-funded Warrants With Public Stock OfferingAdditional Paid-In Capital |
Beginning balance (in shares) at Dec. 31, 2019 | 23,503,214 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 9,392 | $ 2 | $ 308,211 | $ (298,821) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Issuance of common stock in connection with offering, net (in shares) | 15,937,130 | 15,388,372 | 11,903,506 | 11,992,307 | |||||||||||||||||||
Issuance of common stock in connection with offering, net | $ 20,336 | $ 1 | $ 20,335 | $ 16,234 | $ 2 | $ 16,232 | $ 10,211 | $ 1 | $ 10,210 | $ 8,264 | $ 2 | $ 8,262 | |||||||||||
Issuance of common stock upon exercise of pre-funded warrants (in shares) | 2,161,539 | 13,986,146 | 7,194,004 | ||||||||||||||||||||
Issuance of common stock upon exercise of pre-funded warrants | $ 9,091 | $ 5,773 | $ 1 | $ 1 | $ 9,090 | $ 5,772 | |||||||||||||||||
Stock-based compensation | 1,583 | 1,583 | |||||||||||||||||||||
Net loss | $ (33,369) | (33,369) | |||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 102,066,218 | 102,066,218 | |||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 47,515 | $ 10 | 379,695 | (332,190) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Issuance of common stock in connection with offering, net (in shares) | 13,800,629 | ||||||||||||||||||||||
Issuance of common stock in connection with offering, net | $ 10,117 | $ 1 | $ 10,116 | ||||||||||||||||||||
Issuance of common stock upon exercise of pre-funded warrants (in shares) | 145,000 | 4,078,667 | |||||||||||||||||||||
Issuance of common stock upon exercise of pre-funded warrants | $ 94 | $ 3,274 | $ 1 | $ 94 | $ 3,273 | ||||||||||||||||||
Release of restricted stock units (in shares) | 115,299 | ||||||||||||||||||||||
Stock-based compensation | 1,900 | 1,900 | |||||||||||||||||||||
Net loss | $ (29,925) | (29,925) | |||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 120,205,813 | 120,205,813 | |||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 32,975 | $ 12 | $ 395,078 | $ (362,115) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (29,925) | $ (33,369) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,900 | 1,583 |
Depreciation and amortization | 1,751 | 1,426 |
Change in operating lease right-of-use assets | 1,159 | 980 |
Effective interest on financing obligations | 441 | 722 |
Capitalized effective interest | (364) | (447) |
Gain on forgiveness of Paycheck Protection Program loan | (1,629) | 0 |
Other | 80 | 7 |
Change in operating assets and liabilities: | ||
Accounts receivable, prepaid expenses and other assets | (110) | (17) |
Accounts payable | 582 | (1,472) |
Accrued compensation and other accrued liabilities | (97) | 21 |
Operating lease liabilities | (1,378) | (1,152) |
Net cash used in operating activities | (27,590) | (31,718) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (5,423) | (8,487) |
Net cash used in investing activities | (5,423) | (8,487) |
Cash flows from financing activities: | ||
Proceeds from Paycheck Protection Program loan | 0 | 1,610 |
Principal payments on financing obligations | (4,791) | (2,240) |
Net cash provided by financing activities | 8,793 | 69,152 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (24,220) | 28,947 |
Cash, cash equivalents and restricted cash at beginning of year | 35,718 | 6,771 |
Cash, cash equivalents and restricted cash at end of year | 11,498 | 35,718 |
Supplemental cash flow information: | ||
Cash paid for interest | 620 | 961 |
Non-cash investing and financing activities: | ||
Forgiveness of Paycheck Protection Program loan | 1,629 | 0 |
Acquisition of property and equipment under accounts payable and other accrued liabilities | 1,108 | 3,088 |
Accrued offering costs | 99 | 0 |
Asset retirement obligation | 89 | 97 |
Series E Warrant | ||
Cash flows from financing activities: | ||
Proceeds from warrant exercises | 3,274 | 5,773 |
Series C Warrant | ||
Cash flows from financing activities: | ||
Proceeds from warrant exercises | 94 | 9,091 |
At-The-Market Offering | ||
Cash flows from financing activities: | ||
Proceeds from public offering of securities | 10,216 | 16,183 |
Public Stock Offering | ||
Cash flows from financing activities: | ||
Proceeds from public offering of securities | 0 | 20,336 |
Public Stock Offering | Series C Warrant | ||
Cash flows from financing activities: | ||
Proceeds from warrant exercises | 100 | 9,100 |
Registered Direct Offering | ||
Cash flows from financing activities: | ||
Proceeds from public offering of securities | 0 | 10,135 |
Pre-funded Warrants With Public Stock Offering | ||
Cash flows from financing activities: | ||
Proceeds from public offering of securities | $ 0 | $ 8,264 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization The Company Zosano Pharma Corporation (the “Company”) is a clinical-stage biopharmaceutical company focused on providing rapid systemic administration of therapeutics and other bioactive molecules to patients using its proprietary transdermal microneedle system (“System”). The Company submitted a 505(b)(2) New Drug Application (“NDA”) for M207 to the U.S. Food and Drug Administration (the “FDA”) on December 20, 2019, and on October 20, 2020, the Company received a Complete Response Letter (“CRL”) from the FDA with respect to the NDA. On January 18, 2022, the Company resubmitted its NDA to the FDA under Section 505(b)(2) of the Food, Drug, and Cosmetic Act. On February 17, 2022, the Company received a response letter from the FDA stating that they did not consider the resubmitted M207 NDA to be a complete response to the deficiencies identified in the FDA’s October 20, 2020 CRL, and that the FDA will not begin substantive review of the application until a complete response is received. The Company is evaluating its next steps in relation to the FDA's response letter. The Company does not anticipate realizing product revenues unless and until the FDA approves the M207 NDA and the Company begins commercializing M207, which events may never occur. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of the accompanying financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of expenses during the periods reported. Actual results could differ from those estimates. Assets and liabilities reported in the Company’s balance sheet and expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining the fair value of assets and liabilities, income tax uncertainties, and measurement of stock-based compensation. Actual results could differ from such estimates or assumptions. Liquidity and Substantial Doubt about Going Concern Since inception, the Company has incurred recurring operating losses and negative cash flows from operating activities, and as of December 31, 2021, had an accumulated deficit of $362.1 million. As of December 31, 2021, the Company had approximately $11.0 million in cash and cash equivalents. Presently, the Company does not have sufficient cash and cash equivalents to enable it to fund its anticipated level of operations and meet its obligations as they become due within twelve months following the date of filing of this Annual Report on Form 10-K. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has retained SierraConstellation Partners, LLC, as an independent financial advisor to assist in exploring financial and strategic alternatives to maximize value, which may include, but not be limited to, asset or equity sales, joint venture and partnership opportunities, and restructuring, amendment or refinancing of existing liabilities. Any potential equity sales will be dependent upon and potentially restricted by available authorized shares. The Company is also evaluating various alternatives to improve its liquidity, including but not limited to, further reductions of operating and capital expenditures and other contractual obligations. In March 2022, the Company implemented a workforce reduction impacting approximately 31% of its employees as part of an expense reduction plan. The Company’s inability to obtain required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital, its liquidity, financial condition and business prospects will be materially and adversely affected, and it may have to cease its operations. COVID-19 Pandemic On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Due to the COVID-19 pandemic, there has been uncertainty in the global financial markets and economic conditions. The Company is closely monitoring the impact of the COVID-19 pandemic on its business, including how it will impact its employees and third-party service providers who perform critical services for the Company's business. The pandemic negatively impacted enrollment and conduct of the Company's cluster headache study. In addition, the impact of the COVID-19 pandemic on the global financial markets and economic conditions could impact the Company's ability to raise capital through an equity financing, debt financing, a license or collaboration or a combination of such sources of capital, and as a result, its ability to continue as a going concern. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company's business, results of operations and financial condition will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it. As of the date of issuance of this Annual Report on Form 10-K, management is not aware of any specific event or circumstances that would require an update to its estimates or a revision of the carrying value of its assets or liabilities. These estimates may change, as new events occur, and additional information is obtained. Segment Reporting The Company operates in one reportable segment: the development of human pharmaceutical products. All long-lived assets are maintained in the United States. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. As of December 31, 2021 and 2020, the Company had restricted cash of approximately $0.5 million primarily consisting of deposits of $0.3 million to secure its building lease until the end of the lease term and a deposit of approximately $0.1 million to a utility provider. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets and as presented as cash, cash equivalents and restricted cash in the statements of cash flows. December 31, 2021 December 31, 2020 (in thousands) Cash and cash equivalents $ 11,043 $ 35,263 Restricted cash 455 455 Total $ 11,498 $ 35,718 Fair Value Instruments The Company records its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1: Inputs which include quoted prices in active markets for identical assets and liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents and accounts payable, approximate fair value due to their relatively short maturities. The carrying value of the Company’s short-term financial obligations approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short. The carrying value of the Company's long-term financial obligations approximates fair value as interest rates approximate market rates that the Company could obtain for debt with similar terms and maturities. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents and marketable securities, if any. The Company invests its excess cash in money market funds, U.S. treasuries, corporate notes and commercial paper. The Company’s investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. Other than for obligations of the U.S. government, the Company’s policy is that no single issuer in the portfolio shall exceed 10% or $1 million, whichever is greater, of the total portfolio at the time of purchase. Bank deposits are held by a single financial institution having a strong credit rating and these deposits may at times be in excess of FDIC insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash and cash equivalents to the extent recorded on the balance sheets. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which range from two seven The Company records as construction-in-progress (“CIP”) property and equipment that has not yet been placed in service for its intended use. All costs prior to a project becoming probable of being constructed are expensed as incurred. After the construction is considered probable, all directly identifiable costs related to an asset are capitalized. Interest related to construction of assets is capitalized when the financial statement effect of capitalization is material, construction of the asset has begun, and interest is being incurred. Interest capitalization ends at the earlier of the asset being substantially complete and ready for its intended use or when interest costs are no longer being incurred. When assets are retired or otherwise disposed of, the costs and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the statement of operations in the period realized. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for indications of possible impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. There was no impairment of long-lived assets during the years ended December 31, 2021 and 2020. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. If the interest rate implicit in the Company's lease contracts is not readily determinable, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. Finance leases are reflected as a liability at the inception of the lease based on the present value of the minimum lease payments or, if lower, the fair value of the property. Assets under finance leases are recorded in property and equipment, net on the balance sheets and depreciated in a manner similar to other property and equipment. Deferred Financing Costs Deferred financing costs represent legal, accounting and other direct costs related to the Company’s efforts to raise capital through a public or private sale of the Company’s common stock. These costs are generally deferred until the completion of the applicable offering, at which time such costs are reclassified to additional paid-in-capital as a reduction of the proceeds. In the instance where costs are incurred for a canceled or delayed offering, the deferred financing costs are recorded as expense in the period the offering is canceled or delayed beyond 90 days. Revenue On October 1, 2020, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). Topic 606 supersedes the revenue recognition requirements in Topic 605 Revenue Recognition (“Topic 605”) and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted Topic 606 using the modified retrospective transition method on October 1, 2020 as the Company did not have revenue from the required adoption date of Topic 606 until October 1, 2020. For all revenue transactions, the Company evaluates its contracts with customers to determine revenue recognition using the following five-step model: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the identified performance obligations; and 5. Recognize revenue when (or as) the Company satisfies a performance obligation. Currently, the Company's revenue is related to feasibility studies in which the Company provides research and development services to customers to determine the feasibility of using its System in connection with the customers’ pharmaceuticals. All studies are evidenced by signed contracts delineating the terms of the services provided. Performance obligations generally consist of various phases of research and development activities and the agreements may also include provisions for exclusivity, future licensing negotiation options and most favored pricing. Such additional provisions are analyzed on an individual basis to determine whether they represent performance obligations. The transaction price is stipulated in the specific agreement and is allocated to research and development activities using the cost-plus-margin method and to any additional provisions using the residual value method. Revenue for research and development activities is typically recognized over time using a percentage of completion input method as there is open communication and transfer of understanding and know-how between the parties during the research and development activities. Revenue recognition for exclusivity agreements is recognized ratably over the duration of the exclusivity. The Company analyzes its agreements regularly to determine the need for any reserves for unexpected payment. As of December 31, 2021, the Company has not recorded any such reserves. Research and Development Expenses Research and development costs are charged to expense as incurred and consist primarily of costs related to seeking regulatory approval of the Company's primary product candidate, M207, pre-commercialization efforts for M207, clinical trial costs and furthering the Company's research and development efforts. Research and development costs include salaries and related employee benefits, fees paid to contract manufacturing organizations (“CMOs”) that conduct manufacturing activities on behalf of the Company, costs associated with clinical trials, nonclinical research and development activities, regulatory activities, costs of active pharmaceutical ingredients and raw materials and research and development related overhead expenses. For the year ended December 31, 2021, the Company incurred research and development costs of approximately $7.7 million in connection with the Company's research and development efforts and approximately $13.3 million in the manufacturing of the Company’s System and facility set-up and technology transfer fees to its CMOs. For the year ended December 31, 2020, the Company incurred research and development costs of approximately $7.2 million in connection with the Company’s research and development efforts and approximately $14.4 million in the manufacturing of the Company’s System and facility set-up and technology transfer fees to its CMOs. Clinical Trial Costs Clinical trial costs are a component of research and development expenses. The Company expenses clinical trial activities performed by third-parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. The Company accrues clinical trial expenses each reporting period. The Company estimates the actual costs through discussions with internal personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. Stock-Based Compensation The Company has equity incentive plans under which various types of equity-based awards including, but not limited to, non-qualified stock options and restricted stock awards, may be granted to employees, non-employee directors, and non- employee consultants. The Company’s equity incentive plans also allow incentive stock options to be awarded to employees and, beginning in 2021, the Company has granted options and restricted stock awards to certain employees which vest based on the achievement of certain metrics. The Company has also awarded inducement grants to purchase common stock to new employees outside the existing equity compensation plans in accordance with Nasdaq listing rule 5635(c)(4). The Company accounts for stock-based compensation based on the fair value of the stock-based awards on the date of grant. The fair value of employee stock option grants is estimated on the date of grant using the Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the awardee’s requisite service period. The fair value of awards which vest based on the achievement of certain metrics is recognized over the expected service period only when the achievement of the metrics is considered probable. Due to the lack of historical exercise data to provide a reasonable basis upon which to estimate an expected term, the Company has opted to use the simplified method, which is the use of the midpoint of the vesting term and the contractual term of the award to estimate the expected term. The Company recognizes the impact of stock option forfeitures on stock-based compensation expense in the period the award is forfeited. Stock-based compensation expense related to stock options granted to non-employees, if any, is recognized based on the fair value of the stock options as determined using the Black-Scholes option pricing model, as earned. Common Stock Warrants The Company has issued freestanding warrants to purchase shares of common stock in connection with equity offerings, debt agreements and a build-to-suit arrangement. The warrants are recorded at fair value using the Black-Scholes option pricing model. Income Taxes The Company uses the liability method to account for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their tax basis. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Financial statement effects of uncertain tax positions are recognized when it is more-likely-than-not, based on the technical merits of the position, that they will be sustained upon examination. Interest and penalties related to unrecognized tax benefit, if any, would be included within the provision for income tax. As of December 31, 2021 and 2020, the Company has a full valuation allowance on its net deferred tax assets. Interest Expense Interest expense includes cash and non-cash components with the non-cash components consisting of (i) interest recognized from the amortization of debt discount and issuance costs that are generally derived from cash payments or warrants issued related to financing obligations, (ii) interest recognized from the amortization of purchase option and termination fees related to financing obligations, offset by (iii) interest capitalized for assets constructed for use in operations. The capitalized amounts related to the debt issuance costs and debt discounts are generally amortized to interest expense over the term of the related debt instruments unless they are attributable to assets constructed for use in operations and are therefore capitalized as construction-in-progress until the asset is substantially complete and ready for its intended use. Net Loss Per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, common stock warrants, stock options and restricted stock units (“RSUs”) are considered to be potential dilutive securities but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and therefore, basic and diluted net loss per share were the same for all periods presented. The following outstanding common stock equivalents were excluded from the computations of diluted net loss per common share for the periods presented as the effect of including such securities would be antidilutive: December 31, 2021 December 31, 2020 (shares) Options to purchase common stock 5,315,721 2,724,537 RSUs 995,396 335,004 Warrants to purchase common stock 728,535 5,148,108 Total 7,039,652 8,207,649 Smaller Reporting Company Status As of December 31, 2020, the Company was no longer an emerging growth company as designated by the U.S. Securities and Exchange Commission (the “SEC”) as a result of its status as a public entity for five years. Because the aggregate worldwide market value of the voting and non-voting common equity of the Company held by non-affiliates as of June 30, 2021 was less than $700 million and the Company's revenues for the year ended December 31, 2021 were less than $100 million, the Company will continue as a smaller reporting company as designated by the SEC, and as such, it will be able to use the exemptions from certain reporting requirements available to smaller reporting companies. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This new guidance simplifies the accounting for income taxes by removing certain exceptions to general principles, clarifying requirements and including amendments to improve consistent application of the guidance. The guidance specifically removes the exception to the incremental approach for intra period tax allocation when there is a loss from continuing operations and income or a gain from other items, such as discontinued operations or other comprehensive income. The guidance also requires an entity to recognize a franchise tax that is partially based on income as an income-based tax and to account for any other amounts incurred as a non-income based tax. The Company adopted the guidance beginning January 1, 2021 using a prospective approach. The adoption of the guidance did not have a material impact on its financial statements. |
Master Services Agreement with
Master Services Agreement with Eversana | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Master Services Agreement with Eversana | Master Services Agreement with Eversana On August 6, 2020, the Company entered into a master services agreement (the “Eversana Agreement”) with Eversana Life Science Services, LLC (“Eversana”) for the commercialization of M207 in the United States, if approved by the FDA. Under the terms of the Eversana Agreement, the Company maintains ownership of the M207 NDA as well as all legal, regulatory and manufacturing responsibilities for M207. Eversana receives an exclusive right to conduct agreed commercialization activities and will utilize its internal sales organization along with its other commercial capabilities for market access, marketing, distribution and patient support services for M207. Eversana will receive reimbursement of certain commercialization costs pursuant to a commercialization budget originally estimated at approximately $250.0 million and a low double digit to mid-teen percentage of product profits if and when the Company's net sales of M207 surpass certain costs incurred by the parties pursuant to the commercialization budget. The term of the Eversana Agreement is five years following the date, if any, that the FDA approves the M207 NDA. The Company may terminate the Eversana Agreement if Eversana fails to provide pre-commercial or commercial plans and budgets by specified dates, if the Company decides to discontinue development or commercialization efforts for M207 in the United States (subject to a termination payment if such termination occurs within a specified time period), or upon a change of control of the Company. Either party could terminate the Eversana Agreement if FDA approval was not received by July 31, 2021, if net profits are not realized within a specified time period following commercial launch, for material breach of the Eversana Agreement by the other party that is not cured within a defined time period, for insolvency of the other party, if M207 is subject to a safety recall in the United States or if M207 is not commercially launched within a specified time period after FDA approval of the NDA (other than by reason of the terminating party’s failure to perform its obligations under the Eversana Agreement). In addition, under the Eversana Agreement, following FDA approval of the M207 NDA, Eversana agreed to provide a revolving credit facility of up to $5.0 million (the “Credit Facility”) to the Company pursuant to a loan agreement to be entered into between Eversana and the Company on a subsequent date. The loan will bear interest at an annual rate equal to 10.0%, to be paid monthly, and the Company will be able to prepay any amounts borrowed under the Credit Facility at any time without penalty or premium. The Credit Facility will be secured by substantially all of the Company’s assets, subject to prior liens and security interests. On September 28, 2021, the Company entered into Amendment No. 1, effective as of September 29, 2021 (the “Eversana Amendment”), to the Eversana Agreement, which modified the provision in the Eversana Agreement that provided for termination by either party of the Eversana Agreement if FDA approval was not received by July 31, 2021 to December 31, 2021, with written notice within sixty days of such date. In addition, the Eversana Amendment provides that if the NDA is approved, the deferral mechanism, payment terms and loan terms in the Eversana Agreement will be adjusted as mutually agreed by both parties. Neither party exercised its right to terminate the Eversana Agreement due to FDA approval not being received by December 31, 2021. The Company is accounting for the Eversana Agreement as a collaborative arrangement. As of December 31, 2021, no material accruals, expenses, payments, or revenues have been recorded by the Company in connection with the Eversana Agreement. |
Cash Equivalents
Cash Equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents | Cash Equivalents The following table summarizes the Company's cash equivalents at fair value on a recurring basis: As of December 31, 2021: Fair Value Measurements Total Quoted prices in active market Significant other observable inputs Significant unobservable inputs (in thousands) Money market funds classified as cash equivalents $ 9,421 $ 9,421 $ — $ — As of December 31, 2020: Fair Value Measurements Total Quoted prices in active market Significant other observable inputs Significant unobservable inputs (in thousands) Money market funds classified as cash equivalents $ 33,918 $ 33,918 $ — $ — |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Prepaid Expenses and Other Current Assets The following table summarizes the Company’s prepaid expenses and other current assets for each of the periods presented: December 31, 2021 December 31, 2020 (in thousands) Prepaid services $ 146 $ 97 Prepaid software and subscriptions 87 118 Deferred offering costs 85 48 Prepaid insurance 79 66 Unbilled revenue — 124 Other 23 — Total $ 420 $ 453 Property and Equipment The following table summarizes the Company’s property and equipment for each of the periods presented: December 31, 2021 December 31, 2020 (in thousands) Leasehold improvements $ 24,301 $ 24,212 Manufacturing equipment 15,075 14,893 Laboratory and office equipment 1,641 1,641 Computer equipment and software 181 172 Construction-in-progress 21,348 18,239 Property and equipment at cost 62,546 59,157 Less: accumulated depreciation (29,989) (28,248) Total $ 32,557 $ 30,909 Depreciation expense was approximately $1.8 million and $1.4 million for the years ended December 31, 2021 and 2020, respectively. Construction-in-progress included $16.5 million and $14.6 million of an asset relating to the build-to-suit arrangement for construction of the Company's commercial coating and primary packaging system as of December 31, 2021 and 2020, respectively, of which capitalized construction period interest was $3.3 million and $2.4 million as of December 31, 2021 and 2020, respectively (See Note 7. Debt Financing ). Other Accrued Liabilities The following table summarizes the Company’s other accrued liabilities for each of the periods presented: December 31, 2021 December 31, 2020 (in thousands) Construction-in-progress obligations $ 918 $ 2,993 Pre-clinical and clinical studies 397 22 Professional service fees 258 175 Deferred revenue 26 — Contract manufacturing services 17 71 Other 202 106 Total $ 1,818 $ 3,367 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Operating Leases The Company has a non-cancelable operating lease for office, research and development, and manufacturing facilities in Fremont, California through August 31, 2024, with an option to further extend the lease for an additional 60 months subject to certain terms and conditions. The operating lease right-of-use asset and associated lease liability do not consider the option to extend the term after August 31, 2024, as the Company is not reasonably certain of exercising the extension option. Per the terms of the agreement, the Company does not have any residual value guarantees, restrictions or covenants. In calculating the present value of the lease payments, the Company utilized its incremental borrowing rate, as the rates implicit in the lease were not readily determinable. The Company estimates its incremental borrowing rate based on qualitative factors including company specific credit offers, lease term, general economics and the interest rate environment. The Company accounts for lease and non-lease components separately. The building lease includes non-lease components (i.e. common area maintenance) which are charged and paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use asset and lease liability but reflected in operating expense in the period incurred. As of December 31, 2021, the Company had operating leases for manufacturing space at its CMOs. The operating leases are embedded in agreements with these CMOs that include lease and non-lease components. The Company accounts for lease and non-lease components separately and determined the value of the lease and non-lease components of the agreements based upon estimates of relative standalone prices and a residual estimation approach for components that are highly variable or uncertain and where standalone prices were not readily available or estimable. These agreements have initial terms and options to extend that are dependent upon FDA approval of the Company's NDA for M207. Both agreements have cancellation clauses if the FDA does not approve the NDA for M207. The Company has recorded right-of-use assets and lease liabilities at the present value of the amount in each CMO agreement that was identified as an embedded operating lease. The lease term does not extend past the estimated date of an FDA approval decision, as it is not reasonably certain that the Company would continue in the agreements in the event that M207 was not approved. Pursuant to the terms of the agreements, the Company does not have any residual value guarantees, restrictions or covenants. In calculating the present value of the lease payments, the Company utilized its incremental borrowing rate, as the rates implicit in the leases were not readily determinable. The Company estimates its incremental borrowing rate based on qualitative factors including company specific credit offers, lease term, general economics and the interest rate environment. Prior to the receipt of a discipline review letter from the FDA on September 29, 2020, which indicated that an approval was unlikely, any embedded leases within these agreements were not considered long-term and were not separately disclosed as lease commitments, but included as commitments to CMOs in the commitments and contingencies footnote of the financial statements. The establishment of the embedded leases resulted in $146,000 of right-of-use assets and associated lease liabilities and was reflected as a non-cash operating activity in the statement of cash flows for the year ended December 31, 2020. The following table summarizes the impact of the Company's operating leases on its financial statements for each period presented: Year ended December 31, 2021 2020 (in thousands) Statements of Operations: Operating lease costs $ 1,756 $ 1,706 Statements of Cash Flows: Operating cash flows from operating leases - cash paid for operating leases $ 1,976 $ 1,877 The following table summarizes the lease terms and discount rates for the Company's operating leases as of December 31, 2021: Operating leases Weighted-average remaining lease term (in years) 2.64 Weighted average discount rate 11 % The following table summarizes the maturities of the Company's operating lease liabilities for each year ending December 31, as of December 31, 2021: Operating leases (in thousands) 2022 $ 2,042 2023 2,017 2024 1,371 Total undiscounted cash flows 5,430 Less: amount representing interest (743) Present value of lease liabilities $ 4,687 Current portion $ 1,606 Long-term portion 3,081 Total $ 4,687 |
Debt Financing
Debt Financing | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Financing | Debt Financing Build-to-Suit Obligation with Trinity The Company has a build-to-suit arrangement (the “Trinity Agreement”) with Trinity Funding 1, LLC (successor to Trinity Capital Fund III, L.P.) (“Trinity”) to finance the third-party construction of the Company's commercial coating and primary packaging system (the “Equipment”), which was delivered to the Company's CMO in the first quarter of 2021 for installation and qualification. Under the Trinity Agreement, Trinity provided the Company $14.0 million for equipment costs and associated soft costs (“Total Cost”), with an initial drawdown of $5.0 million and additional drawdowns in increments of not less than $0.5 million. Under the Trinity Agreement, each individual drawdown represents a separate financing arrangement with its own term and stated interest rate. Each drawdown is non-cancelable, with no prepayment options. In consideration of the financing arrangement, as collateral, the Company granted Trinity a first-priority lien and security interest in substantially all of the Company's assets. On May 27, 2020, the Company entered into the First Amendment to Lease Documents (the “Trinity Amendment”). The Trinity Amendment, among other things, extended each individual drawdown term from 36 months to 42 months by providing for an interest-only period from May 2020 through October 2020. Principal payments recommenced November 1, 2020. Additionally, the Trinity Amendment removed all end-of-term options other than the option to purchase the equipment at 12% of the Total Cost, which is equal to the drawdown amount (“Purchase Option Fee”), which the Company intends to exercise at the end of each 42-month-term. The transfer of title from Trinity to the Company will occur at the end of the final 42-month-term, provided that the purchase option was executed, and the Purchase Option Fee was paid in full at the end of each 42-month-term. The security interest will terminate on the earlier to occur of (i) the date that falls six (6) months after the delivery and installation of the Equipment or (ii) payment in full of all amounts owed. The Company accounted for the Trinity Amendment as a debt modification under ASC 470-50, as the amended terms were not substantially different from the terms of the Trinity Agreement. On March 11, 2022, the Company entered into the Second Amendment to Lease Documents with Trinity, as described in Note 13. Subsequent Events . The Company determined that it controls the Equipment during the construction period due to its involvement in and its obligations related to the construction of the Equipment. Accordingly, construction costs incurred were recorded as construction-in-progress, a component of property and equipment on the balance sheet, and the Trinity financing obligation was recorded as a build-to-suit obligation on the balance sheet. As of December 31, 2021, the Company had an aggregate commercial coating and primary packaging system CIP balance of $16.5 million, that included $3.3 million of interest related to its build-to-suit obligation. In connection with the build-to-suit arrangement, the Company issued common stock warrants (“Trinity Warrants”) for a total of 75,000 shares of common stock at an exercise price of $3.5928 per share. The Trinity Warrants expire on September 25, 2025. Proceeds allocated to the Trinity Warrants based on their relative fair value approximated $0.2 million and were recorded as a discount to the initial $5.0 million drawdown under the Trinity financing arrangement and are being amortized as interest over the term of the September 2018 drawdown. The Trinity build-to-suit arrangement requires compliance with various affirmative and restrictive covenants in regard to making certain investments and other restricted payments, engaging in mergers or consolidations, and the sale or transfer of certain assets. Failure to comply with any of these covenants, or pay principal, interest or other amounts when due, would constitute an event of default under the applicable agreement. The Company was in compliance with its covenants with respect to the Trinity build-to-suit arrangement as of December 31, 2021. The following table summarizes the debt obligations as of December 31, 2021: Drawdown Date Drawdown Amount Principal Balance Purchase Option Fee Discount on Purchase Option Fee Unamortized Discounts and Issuance Costs Monthly Payment Stated Interest Rate Amended Effective Interest Rate Maturity Date (in thousands) 09/25/2018 $ 5,000 $ 314 $ 600 $ (1) $ (7) $ 160 9.43 % 24.38 % 04/01/2022 12/11/2018 2,800 435 336 (2) (7) 90 9.68 % 18.25 % 07/01/2022 06/06/2019 2,300 770 276 (7) (23) 74 9.93 % 18.08 % 01/01/2023 09/13/2019 2,300 968 276 (12) (36) 74 9.93 % 18.04 % 04/01/2023 11/27/2019 1,600 764 192 (10) (34) 52 9.93 % 18.16 % 06/01/2023 Total $ 14,000 $ 3,251 $ 1,680 $ (32) $ (107) $ 450 The following table summarizes of the Company's build-to-suit obligation as of December 31, 2021 (in thousands) : Build-to-suit obligation principal amount $ 3,251 Build-to-suit obligation Purchase Option Fees at present value 1,648 Less: unamortized Purchase Option Fees, discounts and issuance costs (107) Build-to-suit obligation, net of debt issuance costs and discounts $ 4,792 Build-to-suit obligation, current portion, net of debt issuance costs and discounts $ 3,822 Build-to-suit obligation, long-term portion, net of debt issuance costs and discounts 970 Build-to-suit obligation, net of debt issuance costs and discount $ 4,792 The following table summarizes future minimum payments on the Company’s build-to-suit obligation, including payments of principal and interest and Purchase Option Fees for each year ending December 31 as of December 31, 2021: Principal Interest Purchase Option Fees Total (in thousands) 2022 $ 2,905 $ 189 $ 936 $ 4,030 2023 346 8 744 1,098 Total $ 3,251 $ 197 $ 1,680 $ 5,128 The following table summarizes interest incurred on the Company's build-to-suit obligation for each of the periods presented: Year ended December 31, 2021 2020 (in thousands) Build-to-suit obligation, cash interest expense $ 618 $ 926 Build-to-suit obligation, effective interest expense 433 711 Less: build-to-suit obligation, interest capitalized (872) (965) Build-to-suit obligation interest expense $ 179 $ 672 PPP Loan On April 21, 2020, the Company executed a promissory note (the “PPP Note”) evidencing an unsecured loan in the amount of $1.6 million under the Paycheck Protection Program (the “PPP Loan”). The Paycheck Protection Program (“PPP”) was established under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). On June 10, 2021, the Company was notified by its lender, Silicon Valley Bank, that its PPP Loan, in the amount of $1,610,000 in principal and $18,515 in accrued interest, was forgiven in its entirety by the SBA. The forgiveness of the PPP Loan and accrued interest was recorded as a gain in other income (expense), net in the Company's statement of operations in the second quarter of 2021. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Shelf Registration Statements 2021 Shelf Registration Statement The Company filed a shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on July 14, 2021 (the “2021 Shelf Registration Statement”). The 2021 Shelf Registration Statement provides the Company with the ability to issue common stock and other securities as described in the registration statement from time to time up to an aggregate amount of $150.0 million, dependent upon available shares. In February 2022, the Company used approximately $33.1 million of the $150.0 million. 2020 Shelf Registration Statement The Company filed a shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on April 16, 2020 (the “2020 Shelf Registration Statement”). The 2020 Shelf Registration Statement provides the Company with the ability to issue common stock and other securities as described in the registration statement from time to time up to an aggregate amount of $74.5 million, of which approximately $3.7 million was available at December 31, 2021, dependent upon available shares. At-the-Market Offering Programs At-the-Market Offering Program - 2021 On June 28, 2021, the Company entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (together, the “Sales Agents”) to establish an at-the-market offering program (the “2021 ATM”), under which the Company may sell from time to time, at its option, up to an aggregate of $30.0 million of shares of its common stock. Shares sold under the 2021 ATM are issued pursuant to the Company’s 2020 Shelf Registration Statement and a prospectus supplement dated June 28, 2021. The Company is required to pay the Sales Agents a commission of 3% of the gross proceeds from the sale of shares and has also agreed to provide the Sales Agents with customary indemnification rights. During the year ended December 31, 2021, the Company issued and sold 6,869,022 shares of its common stock at an average price of $0.72 per share under the 2021 ATM for aggregate net proceeds of $4.6 million after deducting commissions and offering expenses payable by the Company. As of December 31, 2021, the Company has up to approximately $25.0 million available to be offered and sold under the 2021 ATM, dependent upon available authorized shares. At-the-Market Offering Program - 2020 On June 8, 2020, the Company entered into a sales agreement with BTIG, LLC (“BTIG”) as sales agent to establish an at-the-market offering program (the “2020 ATM”), under which the Company was permitted to offer and sell, from time to time, shares of common stock having a maximum aggregate offering price of up to $20.0 million. The Company was required to pay BTIG a commission of 3% of the gross proceeds from the sale of shares and also agreed to provide BTIG with customary indemnification rights. During the year ended December 31, 2021, the Company issued and sold 6,931,607 shares of its common stock at an average price of $0.84 per share under the 2020 ATM for aggregate net proceeds of $5.5 million after deducting commissions and offering expenses payable by the Company. During the year ended December 31, 2020, the Company issued and sold 13,237,026 shares of its common stock at an average price of $1.07 per share under the 2020 ATM with aggregate net proceeds of approximately $13.5 million after deducting commissions and offering expenses payable by the Company. The shares were sold pursuant to the Company’s 2020 Shelf Registration Statement and a prospectus supplement dated June 8, 2020. No shares remain available for sale under the 2020 ATM. At-the-Market Offering Program – 2019 On August 19, 2019, the Company entered into a sales agreement with BTIG, as sales agent, to establish an at-the-market offering program (the “2019 ATM”), under which the Company was permitted to offer and sell, from time to time, shares of common stock having a maximum aggregate offering price of up to $15.0 million. The Company was required to pay BTIG a commission of 3% of the gross proceeds from the sale of shares and also agreed to provide BTIG with customary indemnification rights. During the year ended December 31, 2020, the Company issued and sold 2,151,346 shares of its common stock at an average price of $1.30 per share under the 2019 ATM. The aggregate net proceeds were approximately $2.7 million after BTIG's commissions and other offering expenses. The shares were sold pursuant to an effective registration statement and a prospectus supplement dated August 19, 2019. On March 4, 2020, the Company delivered notice of termination of the sales agreement to BTIG. The Company did not incur any termination penalties as a result of its termination of the sales agreement. Offerings Offering - September 2020 On August 31, 2020, the Company entered into an underwriting agreement with BTIG, pursuant to which the Company issued and sold 15,937,130 shares of its common stock to BTIG at a price of $1.304 per share. The offering closed on September 3, 2020. The Company received net proceeds of approximately $20.3 million after deducting expenses payable by the Company in connection with the offering. The shares were sold pursuant to the 2020 Shelf Registration Statement and the prospectus supplement dated August 31, 2020. Registered Direct Offering - March 2020 On March 4, 2020, the Company entered into a securities purchase agreement with certain institutional investors for the issuance and sale in a registered direct offering (the “March 2020 Offering”) of (i) 11,903,506 shares of the Company’s common stock and (ii) Series E Warrants to purchase up to a total of 11,903,506 shares of common stock at an offering price of $0.9275 per share and accompanying warrant. The Series E Warrants have an exercise price of $0.8025 per share, were immediately exercisable and expire five years from the date of issuance. The aggregate net proceeds from the offering were approximately $10.2 million, after deducting the placement agent fees and other offering expenses. During the year ended December 31, 2021, Series E Warrants to purchase 4,078,667 shares of common stock were exercised at an exercise price of $0.8025 per share for aggregate proceeds of approximately $3.3 million. During the year ended December 31, 2020, Series E Warrants to purchase 7,194,004 shares of common stock were exercised at an exercise price of $0.8025 per share for aggregate proceeds of approximately $5.8 million. The shares were sold pursuant to an effective shelf registration statement and a prospectus supplement dated March 4, 2020. Public Offering - February 2020 On February 14, 2020, the Company closed an underwritten offering (the “February 2020 Offering”) for the issuance and sale of (i) 10,146,154 Class A Units, each consisting of one share of common stock and one Series C Warrant to purchase one share of common stock, at a public offering price of $0.65 per Class A Unit, and (ii) 2,161,539 Class B Units, each consisting of one Series D Pre-Funded Warrant to purchase one share of common stock and one Series C Warrant to purchase one share of common stock, at a public offering price of $0.6499 per Class B Unit. The Series C Warrants have an exercise price of $0.65 per share, were immediately exercisable and expire five years from the date of issuance. The Series D Pre-Funded Warrants had an exercise price of $0.0001 per share and were fully exercised in connection with the closing of the offering. The Company granted the underwriter a 30-day option to purchase up to an additional 1,846,153 shares of common stock and/or additional Series C Warrants to purchase up to 1,846,153 shares of common stock. The underwriter fully exercised its option to purchase the shares and the Series C Warrants. The aggregate net proceeds from the offering were $8.3 million after deducting underwriting discounts and commissions and other offering expenses. During the year ended December 31, 2021, Series C Warrants to purchase 145,000 shares of common stock were exercised at an exercise price of $0.65 per share for aggregate proceeds of approximately $0.1 million. During the year ended December 31, 2020, Series C Warrants to purchase 13,986,146 shares of common stock were exercised at an exercise price of $0.65 per share for aggregate proceeds of approximately $9.1 million. The shares were sold pursuant to an effective shelf registration statement and a prospectus supplement dated February 12, 2020. Common Stock Warrants The following table summarizes the Company's issued and outstanding common stock warrants: Warrants Outstanding as of December 31, 2020 Issued Exercised Expired Warrants Outstanding as of December 31, 2021 Exercise Price Expiration Date Series E - March 2020 4,709,502 — (4,078,667) — 630,835 $ 0.8025 03/06/25 Series C - February 2020 167,700 — (145,000) — 22,700 $ 0.6500 02/14/25 Trinity - September 2018 75,000 — — — 75,000 $ 3.5928 09/25/25 Series B - August 2016 195,906 — — (195,906) — Total 5,148,108 — (4,223,667) (195,906) 728,535 Each warrant grants the holder the right to purchase one share of common stock. Equity warrants are recorded at their relative fair market value in the stockholders’ equity section of the balance sheet. The Company’s equity warrants can only be settled through the issuance of shares and do not have any anti-dilution or price reset provision. Series C and Series E Warrants The Company issued Series C Warrants in its February 2020 Offering and Series E Warrants in its March 2020 Offering. The Company evaluated the Series C and Series E Warrants under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, and determined permanent equity treatment was appropriate for these freestanding financial instruments. The March 2020 Offering and the February 2020 Offering did not include any embedded features that would require bifurcation. Each Series C and Series E common stock warrant grants the holder the right to purchase one share of common stock, subject to proportional adjustments in the event of stock splits, combinations or similar events. The Series C and Series E Warrants do not have any dividend or liquidation preferences or participation rights. Subject to certain conditions, the warrants are exercisable on a cashless basis, and subject to certain beneficial ownership limitations, any unexercised Series C or Series E Warrants will be automatically exercised via cashless exercise on the expiration date pursuant to the terms of the respective warrant agreements. Trinity Warrants In connection with its build-to-suit arrangement, the Company issued the Trinity Warrants for a total of 75,000 shares of common stock at an exercise price of $3.5928 per share. The Trinity Warrants expire on September 25, 2025. Proceeds allocated to the Trinity Warrants based on their relative fair value approximated $0.2 million and were recorded as a discount to the initial $5.0 million drawdown under the Trinity financing arrangement and are being amortized as interest over the 36-month-term of the September 2018 drawdown. Series B Warrants On August 15, 2016, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) between the Company and certain investors, including members of the Company’s board of directors and executive management, pursuant to which the Company sold and issued shares of common stock and warrants to purchase shares of common stock. In connection with the Purchase Agreement, the Company issued Series B Warrants, which had a per share exercise price of $31.00 and expired in August 2021. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The 2012 Stock Incentive Plan The 2012 Stock Incentive Plan (“2012 Plan”) provided for the granting of stock options and restricted stock awards to employees, directors and consultants of the Company. Options granted under the 2012 Plan were either incentive stock options or nonqualified stock options. Incentive stock options were granted only to Company employees. Nonqualified stock options were granted to Company employees, outside directors and consultants. Options and awards under the 2012 Plan were granted for periods of up to ten years. Employee options granted by the Company generally vested over four years. In connection with the Company’s initial public offering of its common stock, the Company’s Board of Directors terminated the 2012 Plan effective as of January 27, 2015 and no further awards were issued under the 2012 Plan. However, any awards outstanding under the 2012 Plan at January 27, 2015 continue to be governed by the terms of the 2012 Plan. The Amended and Restated 2014 Equity and Incentive Plan The Amended and Restated 2014 Equity and Incentive Plan (“2014 Plan”) provides for the issuance of (i) cash awards and (ii) equity-based awards, denominated in shares of the Company’s common stock, including incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, unrestricted stock awards, performance share awards and dividend equivalent rights. Incentive stock options may be granted only to Company employees. Nonqualified stock options may be granted to Company employees, outside directors and consultants. Options and awards under the 2014 Plan may be granted for periods of up to ten years. Employee options granted by the Company generally vest over four years. Options granted by the Company to outside directors typically vest over four years from the initial grant and over one year for annual refresh grants. RSUs granted to employees typically vest annually over four years. Upon vesting, each RSU is settled into one share of the Company’s common stock. RSUs granted to members of the Board of Directors typically vest fully after one year. The value of an RSU award is based on the Company’s closing stock price on the date of grant. Stock-based compensation expense is recognized straight-line over the vesting term. Beginning in 2021, the Company granted options and RSUs to certain employees which vest based on the achievement of certain metrics. The terms of each such awards are specific to the individual award. The fair value of such awards is determined on the grant date. Stock-based compensation associated with such awards is recognized over the expected service period only when the achievement of the metrics is considered probable. In 2021, the Company granted a total of 407,500 metrics-based options with a weighted-average exercise price per share of $0.63 and 203,750 metrics-based RSUs with a weighted-average grant date fair value per share of $0.63. All of these options and RSUs were outstanding as of December 31, 2021. As of December 31, 2021, the achievement of the metrics associated with these awards was not considered probable and, as such, no stock-based compensation was recorded in connection with these awards. On January 1, 2021, the number of shares of common stock authorized for issuance under the 2014 Plan was increased by 3,572,317 shares pursuant to the automatic annual increase provisions of the 2014 Plan. As of December 31, 2021, 289,439 shares of common stock were available for issuance under the 2014 Plan. Inducement Grants The Company has granted non-statutory stock options to purchase common stock to new employees as inducement grants outside the existing equity compensation plans in accordance with Nasdaq listing rule 5635(c)(4). Such options vest at a rate of 25% of the shares on the first anniversary of the commencement of such employee’s employment with the Company, and then one forty-eighth (1/48) of the shares monthly thereafter subject to such employee’s continued service. Options and RSUs The following table summarizes activity under the 2012 Plan, the 2014 Plan and inducement grants issued to new employees outside of the 2014 Plan in accordance with Nasdaq Listing Rule 5635(c)(4) for the years ended December 31, 2020 and 2021: Options RSUs Number Weighted- Weighted- Number of RSUs Weighted Average Grant Date Fair Value per Share Balance as of January 1, 2020 2,260,307 $ 4.29 7.20 — Granted 923,925 $ 0.97 343,442 $ 0.84 Canceled/forfeited/expired (459,695) $ 3.40 (8,438) $ 0.84 Balance as of December 31, 2020 2,724,537 $ 3.31 8.19 335,004 $ 0.84 Granted 2,994,000 $ 1.00 874,000 $ 1.04 Released — $ — (115,299) $ 0.84 Canceled/forfeited/expired (402,816) $ 2.71 (98,309) $ 1.08 Balance as of December 31, 2021 5,315,721 $ 2.06 8.05 995,396 $ 0.99 Exercisable at December 31, 2021 2,029,032 $ 3.58 6.24 The weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and 2020 was $0.87 and $0.77, respectively. The aggregate intrinsic value of outstanding options at December 31, 2021 was $2,000. The aggregate intrinsic value is calculated as the difference between the exercise price of the option and the estimated fair value of the Company’s common stock for in-the-money options at December 31, 2021. The total fair value of options and awards that vested during the years ended December 31, 2021 and 2020 was $1.4 million and $1.6 million, respectively. Stock-Based Compensation Expense Total stock-based compensation expense recognized was as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 (in thousands) Research and development $ 646 $ 674 General and administrative 1,254 909 Total $ 1,900 $ 1,583 At December 31, 2021, the Company had $3.6 million of total unrecognized stock-based compensation related to outstanding stock options and RSUs. The weighted-average remaining vesting period for non-vested stock options was 2.51 years. The following table presents the weighted-average assumptions for the Black-Scholes option-pricing model used in determining the fair value of options granted to employees: Year Ended December 31, 2021 Year Ended December 31, 2020 Risk-free interest rate 0.80% - 1.35% 0.37% - 0.95% Expected volatility 118.00%-122.86% 114.58%-120.42% Expected term (years) 5.50 - 6.08 5.50 - 6.08 Dividend yield —% —% |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contract Manufacturing Organizations The Company has a technology transfer agreement and a manufacturing and supply agreement with a CMO to provide services related to the manufacture and commercialization of M207. During the term of the agreement, the CMO will provide services related to processing, packaging, labeling and storing M207, in addition to other services such as stability testing, quality control and assurance, and waste disposal. The agreements call for annual fees of $2.8 million in 2021, $4.6 million in 2022, $11.5 million in 2023 and $14.0 million in 2024 and beyond, to be paid in equal monthly installments. The annual fee includes the production of a defined number of units with an option to purchase additional units at a defined price, the technology transfer in 2021 and 2022, and other operating expenses. The agreement contains negotiated representations and warranties, indemnification, limitations of liability, and other provisions. The initial term of the manufacturing and supply agreement continues until the seventh anniversary of the date on which the Company receives NDA approval of M207 in the United States. The Company may terminate the agreements upon denial of regulatory approvals or if regulatory approvals are withdrawn under certain circumstances for the cost to remove the Company's equipment and restore the CMO's facility, which is recorded at present value as a liability on the balance sheet. The Company may also elect to terminate the contracts for convenience, which would result in cancellation fees in the amount of 50% of the annual fee due in the year that the contract is terminated, and costs to remove the Company's equipment and restore the CMO's facility. The Company or the CMO may terminate the agreement for the other’s uncured material breach, uncured force majeure or bankruptcy or insolvency-related events. The Company has non-cancelable commitments with this CMO for the construction of manufacturing space and technology transfer fees totaling $3.3 million, of which $0.8 million was a current liability on the balance sheet as of December 31, 2021. The Company has additional agreements with CMOs to provide services related to the manufacture and assembly of component parts of M207. Under these agreements, the Company may be required to pay up to an aggregate of $7.4 million in various fees and minimum purchase requirements; however, significant portions of these payments may not be required if the FDA does not approve M207, and no such payment will be required in the event of a material breach by a CMO. Indemnification and Guarantees In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company also has indemnification obligations to its officers and directors for specified events or occurrences, subject to some limits, while they are serving at the Company’s request in such capacities. There have been no claims to date and the Company has director and officer insurance that may enable the Company to recover a portion of any amounts paid for future potential claims. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities for these agreements as of December 31, 2021. Legal Proceedings On October 29, 2020 and November 6, 2020, two stockholders filed alleged class action lawsuits against the Company and certain of its current and former executive officers in the United States District Court for the Northern District of California: Carr v. Zosano Pharma Corporation, et al., Case No. 3:20-cv-07625, and Becerra v. Zosano Pharma Corporation, et al., Case No. 3:20-cv-07850. The complaints were filed purportedly on behalf of all persons who purchased or otherwise acquired the Company's securities between February 13, 2017 and September 30, 2020 (the “Class Period”). The complaints alleged that the Company and certain of its current and former executive officers made false and/or misleading statements and failed to disclose material adverse facts about the Company's business, operations and prospects in violation of Sections 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The plaintiffs sought damages, interest, costs, attorneys’ fees and other unspecified relief. On February 4, 2021, the Carr and Becerra actions were consolidated and the court appointed two Co-Lead Plaintiffs and two law firms as Co-Lead Counsel in the consolidated action (the “Securities Action”). The Co-Lead Plaintiffs filed their consolidated amended complaint on March 30, 2021, which alleged the same claims as the previous complaints and extended the Class Period through October 20, 2020. The Company filed a motion to dismiss the consolidated amended complaint on May 14, 2021; the Co-Lead Plaintiffs filed their opposition brief on June 14, 2021; and the Company filed a reply brief on July 6, 2021. The hearing on the motion was held on July 22, 2021 and the Court took the motion under submission. On September 1, 2021, the Court issued an order granting the Company’s motion and dismissing in full the Securities Action (“Dismissal Order”), but granting the Co-Lead Plaintiffs in the Securities Action leave to file an amended complaint within 30 days. The Co-Lead Plaintiffs in the Securities Action elected not to file an amended complaint and, on October 8, 2021, the parties to the Securities Action filed a Joint Stipulation of Dismissal dismissing the Securities Action with prejudice and waiving Co-Lead Plaintiffs’ right to appeal the Dismissal Order. The Joint Stipulation was approved by the Court the same day, ending the Securities Action. On February 9, 2021, a stockholder filed a derivative action, purportedly on behalf of the Company (named as a nominal defendant), against certain of the Company's current and former executive officers and directors in the United States District Court for the District of Delaware: Gensemer v. Lo, et al., Case No. 1:21-cv-00168 (the “Derivative Action”). The complaint alleged breaches of the defendants’ fiduciary duties as the Company's directors and/or officers, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, violations of Section 14(a) of the Exchange Act, and for contribution under Sections 10(b) and 21D of the Exchange Act. The plaintiff sought damages, restitution, interest, attorneys’ fees and costs, and other unspecified relief. Pursuant to stipulation of the parties, on March 24, 2021, the Court entered an order staying the Derivative Action, including all deadlines, conferences and hearings, until the final resolution of the Company's motion to dismiss in the Securities Action, including through any amendments and/or appeals. On October 18, 2021, the plaintiff elected to voluntarily dismiss the Derivative Action without prejudice, with each side bearing their own costs and fees. The dismissal was approved by the Court on October 19, 2021, ending the Derivative Action. Although both the Securities Action and Derivative Action have ended, the Company, from time to time, may be involved in other lawsuits and legal proceedings, which arise in the ordinary course of business. Lawsuits and legal proceedings are subject to inherent uncertainties and an adverse result in any lawsuit or legal proceeding may materially adversely affect the Company's business, financial condition and results of operations. The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss. To the extent that there is a reasonable possibility that a loss exceeding amounts already recognized may be incurred and the amount of such additional loss would be material, the Company will either disclose the estimated additional loss or state that such an estimate cannot be made. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company has incurred cumulative net operating losses (“NOLs”) in the United States since inception and, consequently, has not recorded any income tax expense for the years ended December 31, 2021 and 2020 due to its net operating loss position. The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Federal statutory tax rate (21.0) % (21.0) % State statutory tax rate, net of federal benefit (3.5) (1.9) Change in effective tax rate (0.5) 1.0 Research and development credits, net of uncertain tax positions (2.0) (2.1) Derecognition due to Section 382 and 383 — 15.2 Stock-based compensation 1.1 0.6 PPP Loan forgiveness (1.2) — Permanent items (0.1) (0.4) Change in valuation allowance 27.2 8.6 Total — % — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The net valuation allowance increased by approximately $8.2 million and $2.9 million during the years ended December 31, 2021 and 2020, respectively. Significant components of the Company’s net deferred tax assets and liabilities are as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 (in thousands) Net operating loss carryforwards $ 31,671 $ 24,143 Research and development credits 4,760 4,150 Depreciation and amortization 552 508 Accruals 447 517 Inventory 178 239 Lease liability 1,146 1,391 Stock-based compensation 611 459 Capital loss carryforwards — 23 Other 15 4 Total gross deferred tax assets 39,380 31,434 Valuation allowance (38,458) (30,304) 922 1,130 Right-of-use assets (922) (1,130) Net deferred tax assets $ — $ — As of December 31, 2021, the Company had federal net operating loss carryforwards of approximately $137.1 million and state net operating loss carryforwards of approximately $42.4 million. As of December 31, 2020, the Company had federal net operating loss carryforwards of approximately $106.5 million and state net operating loss carryforwards of approximately $25.8 million. If not utilized, certain federal net operating loss carryforwards incurred before January 1, 2018, will expire beginning in 2026, and state net operating loss carryforwards will expire beginning in 2028. The federal net operating losses incurred in 2018 and beyond do not expire. If the Company experiences a greater than 50 percentage point aggregate change in ownership over a 3-year period (a Section 382 ownership change), utilization of its pre-change NOL carryforwards is subject to annual limitation under Section 382 of the Internal Revenue Code. California has similar provisions. The annual limitation is determined by multiplying the value of the Company's stock at the time of such ownership change by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the NOL carryforwards before utilization. As of December 31, 2021, the Company determined that ownership changes occurred on February 26, 2014, November 30, 2015, March 22, 2017, April 3, 2018 and March 4, 2020. As a result of the ownership changes, approximately $221.7 million and $249.0 million of the NOLs will expire unutilized for federal and California purposes, respectively. As of December 31, 2021, the Company has derecognized NOL related deferred tax assets in the tax effected amounts of $46.6 million and $17.4 million for federal and California purposes, respectively. The ability of the Company to use its remaining NOL carryforwards may be further limited if the Company experiences a Section 382 ownership change as a result of its February 2022 offering (See Note 13, Subsequent Events ) or future changes in its stock ownership. As of December 31, 2021, the Company had federal and state research credit carry forwards of approximately $1.0 million and $6.3 million, respectively. As of December 31, 2020, the Company had federal and state research credit carry forwards of approximately $0.5 million and $6.0 million, respectively. If not utilized, the federal tax credits will begin to expire in 2040 and the state tax credits do not expire. Research and development credits are subject to IRC section 383. In the event of a change in ownership as defined by this code section, the usage of the credits may be limited. As a result of the previously mentioned ownership changes, the Company has derecognized approximately $6.9 million of gross federal research and development credit-related deferred tax assets due to the Section 383 limitation as of December 31, 2021 and may experience a Section 383 ownership change as a result of its February 2022 offering (See Note 13, Subsequent Events ) or future changes in its stock ownership. The Company has not derecognized any of the California research and development credit-related deferred tax assets because the credits do not expire. CARES Act and CAA On March 27, 2020 and December 27, 2020, the United States enacted the CARES Act and the Consolidated Appropriation Act (“CAA”), respectively, as a result of the Coronavirus pandemic, which acts contain, among other things, numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company has evaluated the current legislation and, at this time, does not anticipate that the tax provisions in the CARES Act or CAA will have a material impact on its financial statements. Uncertain Income Tax Positions The Company only recognizes tax benefits if it is more likely than not that they will be sustained upon audit by the relevant tax authority based upon their technical merits. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained. The Company had approximately $1.5 million of unrecognized tax benefits as of December 31, 2021 and approximately $1.3 million of unrecognized tax benefits as of December 31, 2020. As the Company has a full valuation allowance on its deferred tax assets, the unrecognized tax benefits reduce the deferred tax assets and the valuation allowance in the same amount. The Company does not expect the amount of unrecognized tax benefits to materially change in the next twelve months. A reconciliation of the beginning and ending balance of the unrecognized tax benefits is as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 (in thousands) Balance at the beginning of year $ 1,288 $ 1,439 Decrease related to prior year tax positions — (312) Increase related to current year tax positions 166 161 Balance at the end of year $ 1,454 $ 1,288 As of December 31, 2021 and 2020, the Company had not recognized any tax-related interest or penalties in its financial statements. Any interest and penalties related to unrecognized tax benefits would be included as income tax expense in the Company’s statements of operations. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is not currently under audit by the Internal Revenue Service or any other similar state, local, or foreign authority. All tax years remain open to examination by major taxing jurisdictions to which the Company is subject. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company has established a 401(k) tax-deferred savings plan (the “401(k) Plan”), which permits participants to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code. The Company may, at its discretion, make matching contributions to the 401(k) Plan. No employer contributions have been made during the periods ended December 31, 2021 and 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Offering - February 2022 On February 8, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC (“Maxim”) related to the public offering by the Company of 51,250,000 units (“Units”), each consisting of one share of the Company's common stock and one Series F Common Stock Purchase Warrant (“Series F Warrant”) to purchase one share of the Company's common stock, at a public offering price of $0.30 per Unit. The Company also granted Maxim an option for a period of 30 days to purchase up to an additional 7,687,500 shares of common stock and/or additional Series F Warrants to purchase up to 7,687,500 shares of common stock. Maxim partially exercised the option and purchased the additional Series F Warrants to purchase up to 7,687,500 shares of common stock. The option to purchase additional shares expired unexercised. The net proceeds from the offering and the exercise by Maxim of the option to purchase the additional Series F Warrants were approximately $14.1 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Series F Warrants are immediately exercisable and have an exercise price per share equal to $0.30. The Series F Warrants will remain exercisable until their expiration on the fifth anniversary of the issuance date. Subject to certain exceptions, the Series F Warrants contain a full-ratchet anti-dilution exercise price adjustment upon the issuance of any common stock, securities convertible into common stock or certain other issuances at a price below the then-existing exercise price of the Series F Warrants. The offering was made pursuant to the 2021 Shelf Registration Statement and a prospectus supplement and accompanying prospectus filed with the SEC. FDA Response to M207 NDA Resubmission On February 17, 2022, the Company received notice from the FDA stating that the resubmitted M207 NDA was incomplete, and that the M207 NDA would have to be resubmitted with additional data analysis. The Company is evaluating next steps in relation to the FDA’s response letter as part of its financial and strategic planning; however, current available resources will not enable continued pursuit of FDA approval in the event an additional study is required to continue to pursue FDA approval of M207. The Company believes this subsequent event to be an impairment indicator and will review its assets for impairment in addition to its asset retirement obligation during the quarter ended March 31, 2022. The Company and its independent financial advisor are exploring financial and strategic alternatives to maximize value, which may include, but not be limited to, asset or equity sales, joint venture and partnership opportunities, and the Company is currently unable to estimate the amount of any potential impairment of assets, if any, that it will record in the quarter ended March 31, 2022 as a result of this notice. Second Amendment to Trinity Agreement On March 11, 2022, the Company entered into a Second Amendment to Lease Documents (the “Second Amendment”) with Trinity. The Second Amendment, among other things, provides for an upfront payment of $2.0 million in remaining rent from the Company to Trinity on the date of the Second Amendment, modifies the rent and purchase price payments due under the Trinity Agreement, dated as of September 25, 2018, as previously amended (the “Lease”), to $215,441 per month from April 1, 2022 to December 1, 2022 (inclusive of the amounts required to exercise the option to purchase the leased equipment), establishes a minimum cash covenant under the Lease equal to three times the remaining aggregate amount of rent due, and amends the definition of material adverse effect, certain events of default, and certain operating covenants under the Lease. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of the accompanying financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of expenses during the periods reported. Actual results could differ from those estimates. Assets and liabilities reported in the Company’s balance sheet and expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining the fair value of assets and liabilities, income tax uncertainties, and measurement of stock-based compensation. Actual results could differ from such estimates or assumptions. |
Liquidity and Substantial Doubt in Going Concern | Liquidity and Substantial Doubt about Going Concern Since inception, the Company has incurred recurring operating losses and negative cash flows from operating activities, and as of December 31, 2021, had an accumulated deficit of $362.1 million. As of December 31, 2021, the Company had approximately $11.0 million in cash and cash equivalents. Presently, the Company does not have sufficient cash and cash equivalents to enable it to fund its anticipated level of operations and meet its obligations as they become due within twelve months following the date of filing of this Annual Report on Form 10-K. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has retained SierraConstellation Partners, LLC, as an independent financial advisor to assist in exploring financial and strategic alternatives to maximize value, which may include, but not be limited to, asset or equity sales, joint venture and partnership opportunities, and restructuring, amendment or refinancing of existing liabilities. Any potential equity sales will be dependent upon and potentially restricted by available authorized shares. The Company is also evaluating various alternatives to improve its liquidity, including but not limited to, further reductions of operating and capital expenditures and other contractual obligations. In March 2022, the Company implemented a workforce reduction impacting approximately 31% of its employees as part of an expense reduction plan. The Company’s inability to obtain required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital, its liquidity, financial condition and business prospects will be materially and adversely affected, and it may have to cease its operations. |
Segment Reporting | Segment Reporting The Company operates in one reportable segment: the development of human pharmaceutical products. All long-lived assets are maintained in the United States. |
Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. |
Fair Value Instruments | Fair Value Instruments The Company records its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1: Inputs which include quoted prices in active markets for identical assets and liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents and accounts payable, approximate fair value due to their relatively short maturities. The carrying value of the Company’s short-term financial obligations approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short. The carrying value of the Company's long-term financial obligations approximates fair value as interest rates approximate market rates that the Company could obtain for debt with similar terms and maturities. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents and marketable securities, if any. The Company invests its excess cash in money market funds, U.S. treasuries, corporate notes and commercial paper. The Company’s investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. Other than for obligations of the U.S. government, the Company’s policy is that no single issuer in the portfolio shall exceed 10% or $1 million, whichever is greater, of the total portfolio at the time of purchase. Bank deposits are held by a single financial institution having a strong credit rating and these deposits may at times be in excess of FDIC insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash and cash equivalents to the extent recorded on the balance sheets. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which range from two seven The Company records as construction-in-progress (“CIP”) property and equipment that has not yet been placed in service for its intended use. All costs prior to a project becoming probable of being constructed are expensed as incurred. After the construction is considered probable, all directly identifiable costs related to an asset are capitalized. Interest related to construction of assets is capitalized when the financial statement effect of capitalization is material, construction of the asset has begun, and interest is being incurred. Interest capitalization ends at the earlier of the asset being substantially complete and ready for its intended use or when interest costs are no longer being incurred. When assets are retired or otherwise disposed of, the costs and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the statement of operations in the period realized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets for indications of possible impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Leases | Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. If the interest rate implicit in the Company's lease contracts is not readily determinable, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. Finance leases are reflected as a liability at the inception of the lease based on the present value of the minimum lease payments or, if lower, the fair value of the property. Assets under finance leases are recorded in property and equipment, net on the balance sheets and depreciated in a manner similar to other property and equipment. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent legal, accounting and other direct costs related to the Company’s efforts to raise capital through a public or private sale of the Company’s common stock. These costs are generally deferred until the completion of the applicable offering, at which time such costs are reclassified to additional paid-in-capital as a reduction of the proceeds. In the instance where costs are incurred for a canceled or delayed offering, the deferred financing costs are recorded as expense in the period the offering is canceled or delayed beyond 90 days. |
Revenue | Revenue On October 1, 2020, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). Topic 606 supersedes the revenue recognition requirements in Topic 605 Revenue Recognition (“Topic 605”) and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted Topic 606 using the modified retrospective transition method on October 1, 2020 as the Company did not have revenue from the required adoption date of Topic 606 until October 1, 2020. For all revenue transactions, the Company evaluates its contracts with customers to determine revenue recognition using the following five-step model: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the identified performance obligations; and 5. Recognize revenue when (or as) the Company satisfies a performance obligation. Currently, the Company's revenue is related to feasibility studies in which the Company provides research and development services to customers to determine the feasibility of using its System in connection with the customers’ pharmaceuticals. All studies are evidenced by signed contracts delineating the terms of the services provided. Performance obligations generally consist of various phases of research and development activities and the agreements may also include provisions for exclusivity, future licensing negotiation options and most favored pricing. Such additional provisions are analyzed on an individual basis to determine whether they represent performance obligations. The transaction price is stipulated in the specific agreement and is allocated to research and development activities using the cost-plus-margin method and to any additional provisions using the residual value method. Revenue for research and development activities is typically recognized over time using a percentage of completion input method as there is open communication and transfer of understanding and know-how between the parties during the research and development activities. Revenue recognition for exclusivity agreements is recognized ratably over the duration of the exclusivity. The Company analyzes its agreements regularly to determine the need for any reserves for unexpected payment. As of December 31, 2021, the Company has not recorded any such reserves. |
Research and Development Expenses | Research and Development ExpensesResearch and development costs are charged to expense as incurred and consist primarily of costs related to seeking regulatory approval of the Company's primary product candidate, M207, pre-commercialization efforts for M207, clinical trial costs and furthering the Company's research and development efforts. Research and development costs include salaries and related employee benefits, fees paid to contract manufacturing organizations (“CMOs”) that conduct manufacturing activities on behalf of the Company, costs associated with clinical trials, nonclinical research and development activities, regulatory activities, costs of active pharmaceutical ingredients and raw materials and research and development related overhead expenses Clinical Trial Costs Clinical trial costs are a component of research and development expenses. The Company expenses clinical trial activities performed by third-parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. The Company accrues clinical trial expenses each reporting period. The Company estimates the actual costs through discussions with internal personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. |
Stock-Based Compensation | Stock-Based Compensation The Company has equity incentive plans under which various types of equity-based awards including, but not limited to, non-qualified stock options and restricted stock awards, may be granted to employees, non-employee directors, and non- employee consultants. The Company’s equity incentive plans also allow incentive stock options to be awarded to employees and, beginning in 2021, the Company has granted options and restricted stock awards to certain employees which vest based on the achievement of certain metrics. The Company has also awarded inducement grants to purchase common stock to new employees outside the existing equity compensation plans in accordance with Nasdaq listing rule 5635(c)(4). The Company accounts for stock-based compensation based on the fair value of the stock-based awards on the date of grant. The fair value of employee stock option grants is estimated on the date of grant using the Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the awardee’s requisite service period. The fair value of awards which vest based on the achievement of certain metrics is recognized over the expected service period only when the achievement of the metrics is considered probable. Due to the lack of historical exercise data to provide a reasonable basis upon which to estimate an expected term, the Company has opted to use the simplified method, which is the use of the midpoint of the vesting term and the contractual term of the award to estimate the expected term. The Company recognizes the impact of stock option forfeitures on stock-based compensation expense in the period the award is forfeited. Stock-based compensation expense related to stock options granted to non-employees, if any, is recognized based on the fair value of the stock options as determined using the Black-Scholes option pricing model, as earned. |
Common Stock Warrants | Common Stock Warrants The Company has issued freestanding warrants to purchase shares of common stock in connection with equity offerings, debt agreements and a build-to-suit arrangement. The warrants are recorded at fair value using the Black-Scholes option pricing model. |
Income Taxes | Income Taxes The Company uses the liability method to account for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their tax basis. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Financial statement effects of uncertain tax positions are recognized when it is more-likely-than-not, based on the technical merits of the position, that they will be sustained upon examination. Interest and penalties related to unrecognized tax benefit, if any, would be included within the provision for income tax. As of December 31, 2021 and 2020, the Company has a full valuation allowance on its net deferred tax assets. |
Interest Expense | Interest Expense Interest expense includes cash and non-cash components with the non-cash components consisting of (i) interest recognized from the amortization of debt discount and issuance costs that are generally derived from cash payments or warrants issued related to financing obligations, (ii) interest recognized from the amortization of purchase option and termination fees related to financing obligations, offset by (iii) interest capitalized for assets constructed for use in operations. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, common stock warrants, stock options and restricted stock units (“RSUs”) are considered to be potential dilutive securities but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and therefore, basic and diluted net loss per share were the same for all periods presented. |
Recently Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This new guidance simplifies the accounting for income taxes by removing certain exceptions to general principles, clarifying requirements and including amendments to improve consistent application of the guidance. The guidance specifically removes the exception to the incremental approach for intra period tax allocation when there is a loss from continuing operations and income or a gain from other items, such as discontinued operations or other comprehensive income. The guidance also requires an entity to recognize a franchise tax that is partially based on income as an income-based tax and to account for any other amounts incurred as a non-income based tax. The Company adopted the guidance beginning January 1, 2021 using a prospective approach. The adoption of the guidance did not have a material impact on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Reconciliation of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets and as presented as cash, cash equivalents and restricted cash in the statements of cash flows. December 31, 2021 December 31, 2020 (in thousands) Cash and cash equivalents $ 11,043 $ 35,263 Restricted cash 455 455 Total $ 11,498 $ 35,718 |
Schedule of Outstanding Common Stock Equivalents | The following outstanding common stock equivalents were excluded from the computations of diluted net loss per common share for the periods presented as the effect of including such securities would be antidilutive: December 31, 2021 December 31, 2020 (shares) Options to purchase common stock 5,315,721 2,724,537 RSUs 995,396 335,004 Warrants to purchase common stock 728,535 5,148,108 Total 7,039,652 8,207,649 |
Cash Equivalents (Tables)
Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Cash Equivalents and Investments in Marketable Securities | The following table summarizes the Company's cash equivalents at fair value on a recurring basis: As of December 31, 2021: Fair Value Measurements Total Quoted prices in active market Significant other observable inputs Significant unobservable inputs (in thousands) Money market funds classified as cash equivalents $ 9,421 $ 9,421 $ — $ — As of December 31, 2020: Fair Value Measurements Total Quoted prices in active market Significant other observable inputs Significant unobservable inputs (in thousands) Money market funds classified as cash equivalents $ 33,918 $ 33,918 $ — $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Prepaid Expenses and Other Current Assets | The following table summarizes the Company’s prepaid expenses and other current assets for each of the periods presented: December 31, 2021 December 31, 2020 (in thousands) Prepaid services $ 146 $ 97 Prepaid software and subscriptions 87 118 Deferred offering costs 85 48 Prepaid insurance 79 66 Unbilled revenue — 124 Other 23 — Total $ 420 $ 453 |
Schedule of Property and Equipment | The following table summarizes the Company’s property and equipment for each of the periods presented: December 31, 2021 December 31, 2020 (in thousands) Leasehold improvements $ 24,301 $ 24,212 Manufacturing equipment 15,075 14,893 Laboratory and office equipment 1,641 1,641 Computer equipment and software 181 172 Construction-in-progress 21,348 18,239 Property and equipment at cost 62,546 59,157 Less: accumulated depreciation (29,989) (28,248) Total $ 32,557 $ 30,909 |
Schedule of Accrued Liabilities | The following table summarizes the Company’s other accrued liabilities for each of the periods presented: December 31, 2021 December 31, 2020 (in thousands) Construction-in-progress obligations $ 918 $ 2,993 Pre-clinical and clinical studies 397 22 Professional service fees 258 175 Deferred revenue 26 — Contract manufacturing services 17 71 Other 202 106 Total $ 1,818 $ 3,367 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The following table summarizes the impact of the Company's operating leases on its financial statements for each period presented: Year ended December 31, 2021 2020 (in thousands) Statements of Operations: Operating lease costs $ 1,756 $ 1,706 Statements of Cash Flows: Operating cash flows from operating leases - cash paid for operating leases $ 1,976 $ 1,877 The following table summarizes the lease terms and discount rates for the Company's operating leases as of December 31, 2021: Operating leases Weighted-average remaining lease term (in years) 2.64 Weighted average discount rate 11 % |
Operating Leases, Scheduled Lease Payments | The following table summarizes the maturities of the Company's operating lease liabilities for each year ending December 31, as of December 31, 2021: Operating leases (in thousands) 2022 $ 2,042 2023 2,017 2024 1,371 Total undiscounted cash flows 5,430 Less: amount representing interest (743) Present value of lease liabilities $ 4,687 Current portion $ 1,606 Long-term portion 3,081 Total $ 4,687 |
Debt Financing (Tables)
Debt Financing (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes the debt obligations as of December 31, 2021: Drawdown Date Drawdown Amount Principal Balance Purchase Option Fee Discount on Purchase Option Fee Unamortized Discounts and Issuance Costs Monthly Payment Stated Interest Rate Amended Effective Interest Rate Maturity Date (in thousands) 09/25/2018 $ 5,000 $ 314 $ 600 $ (1) $ (7) $ 160 9.43 % 24.38 % 04/01/2022 12/11/2018 2,800 435 336 (2) (7) 90 9.68 % 18.25 % 07/01/2022 06/06/2019 2,300 770 276 (7) (23) 74 9.93 % 18.08 % 01/01/2023 09/13/2019 2,300 968 276 (12) (36) 74 9.93 % 18.04 % 04/01/2023 11/27/2019 1,600 764 192 (10) (34) 52 9.93 % 18.16 % 06/01/2023 Total $ 14,000 $ 3,251 $ 1,680 $ (32) $ (107) $ 450 The following table summarizes of the Company's build-to-suit obligation as of December 31, 2021 (in thousands) : Build-to-suit obligation principal amount $ 3,251 Build-to-suit obligation Purchase Option Fees at present value 1,648 Less: unamortized Purchase Option Fees, discounts and issuance costs (107) Build-to-suit obligation, net of debt issuance costs and discounts $ 4,792 Build-to-suit obligation, current portion, net of debt issuance costs and discounts $ 3,822 Build-to-suit obligation, long-term portion, net of debt issuance costs and discounts 970 Build-to-suit obligation, net of debt issuance costs and discount $ 4,792 |
Schedule of Maturities of Long-term Debt | Principal Interest Purchase Option Fees Total (in thousands) 2022 $ 2,905 $ 189 $ 936 $ 4,030 2023 346 8 744 1,098 Total $ 3,251 $ 197 $ 1,680 $ 5,128 |
Schedule of Debt | The following table summarizes interest incurred on the Company's build-to-suit obligation for each of the periods presented: Year ended December 31, 2021 2020 (in thousands) Build-to-suit obligation, cash interest expense $ 618 $ 926 Build-to-suit obligation, effective interest expense 433 711 Less: build-to-suit obligation, interest capitalized (872) (965) Build-to-suit obligation interest expense $ 179 $ 672 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Warrants Issued and Outstanding | The following table summarizes the Company's issued and outstanding common stock warrants: Warrants Outstanding as of December 31, 2020 Issued Exercised Expired Warrants Outstanding as of December 31, 2021 Exercise Price Expiration Date Series E - March 2020 4,709,502 — (4,078,667) — 630,835 $ 0.8025 03/06/25 Series C - February 2020 167,700 — (145,000) — 22,700 $ 0.6500 02/14/25 Trinity - September 2018 75,000 — — — 75,000 $ 3.5928 09/25/25 Series B - August 2016 195,906 — — (195,906) — Total 5,148,108 — (4,223,667) (195,906) 728,535 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option and Award Activity Excluding Inducement Grants | The following table summarizes activity under the 2012 Plan, the 2014 Plan and inducement grants issued to new employees outside of the 2014 Plan in accordance with Nasdaq Listing Rule 5635(c)(4) for the years ended December 31, 2020 and 2021: Options RSUs Number Weighted- Weighted- Number of RSUs Weighted Average Grant Date Fair Value per Share Balance as of January 1, 2020 2,260,307 $ 4.29 7.20 — Granted 923,925 $ 0.97 343,442 $ 0.84 Canceled/forfeited/expired (459,695) $ 3.40 (8,438) $ 0.84 Balance as of December 31, 2020 2,724,537 $ 3.31 8.19 335,004 $ 0.84 Granted 2,994,000 $ 1.00 874,000 $ 1.04 Released — $ — (115,299) $ 0.84 Canceled/forfeited/expired (402,816) $ 2.71 (98,309) $ 1.08 Balance as of December 31, 2021 5,315,721 $ 2.06 8.05 995,396 $ 0.99 Exercisable at December 31, 2021 2,029,032 $ 3.58 6.24 |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense recognized was as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 (in thousands) Research and development $ 646 $ 674 General and administrative 1,254 909 Total $ 1,900 $ 1,583 |
Schedule of Weighted-Average Assumptions for the Black-Scholes Option-Pricing Model Used in Determining the Fair Value of Options Granted to Employees | The following table presents the weighted-average assumptions for the Black-Scholes option-pricing model used in determining the fair value of options granted to employees: Year Ended December 31, 2021 Year Ended December 31, 2020 Risk-free interest rate 0.80% - 1.35% 0.37% - 0.95% Expected volatility 118.00%-122.86% 114.58%-120.42% Expected term (years) 5.50 - 6.08 5.50 - 6.08 Dividend yield —% —% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Federal Statutory Income Tax Rate to the Company's Effective Tax Rate | The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Federal statutory tax rate (21.0) % (21.0) % State statutory tax rate, net of federal benefit (3.5) (1.9) Change in effective tax rate (0.5) 1.0 Research and development credits, net of uncertain tax positions (2.0) (2.1) Derecognition due to Section 382 and 383 — 15.2 Stock-based compensation 1.1 0.6 PPP Loan forgiveness (1.2) — Permanent items (0.1) (0.4) Change in valuation allowance 27.2 8.6 Total — % — % |
Components of Net Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities are as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 (in thousands) Net operating loss carryforwards $ 31,671 $ 24,143 Research and development credits 4,760 4,150 Depreciation and amortization 552 508 Accruals 447 517 Inventory 178 239 Lease liability 1,146 1,391 Stock-based compensation 611 459 Capital loss carryforwards — 23 Other 15 4 Total gross deferred tax assets 39,380 31,434 Valuation allowance (38,458) (30,304) 922 1,130 Right-of-use assets (922) (1,130) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balance of the unrecognized tax benefits is as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 (in thousands) Balance at the beginning of year $ 1,288 $ 1,439 Decrease related to prior year tax positions — (312) Increase related to current year tax positions 166 161 Balance at the end of year $ 1,454 $ 1,288 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |
Mar. 16, 2022 | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $ 362,115,000 | $ 332,190,000 | |
Cash and cash equivalents | $ 11,043,000 | 35,263,000 | |
Number of reportable segments | segment | 1 | ||
Restricted cash | $ 455,000 | 455,000 | |
Research and development | 20,974,000 | 21,622,000 | |
Subsequent Event | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of employees impacted by workforce reduction | 31.00% | ||
Customer Concentration Risk | Total Portfolio Investment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration of credit risk | 1,000,000 | ||
Research and Development | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Research and development | 7,700,000 | 7,200,000 | |
Intracutaneous Delivery System | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Research and development | 13,300,000 | 14,400,000 | |
Laboratory and office equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Impairment of long-lived assets | 0 | 0 | |
Deposit Building Lease | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | 300,000 | 300,000 | |
Deposit Utility Provider | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 100,000 | $ 100,000 | |
Minimum | Software, Computer and Office Equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 2 years | ||
Minimum | Furniture, Fixtures, Manufacturing and Laboratory Equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 7 years | ||
Maximum | Customer Concentration Risk | Total Portfolio Investment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | ||
Maximum | Software, Computer and Office Equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 5 years | ||
Maximum | Furniture, Fixtures, Manufacturing and Laboratory Equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 9 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 11,043 | $ 35,263 | |
Restricted cash | 455 | 455 | |
Total | $ 11,498 | $ 35,718 | $ 6,771 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Outstanding Common Stock Equivalents Excluded from Computations of Diluted Net Loss per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net loss per share (in shares) | 7,039,652 | 8,207,649 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net loss per share (in shares) | 5,315,721 | 2,724,537 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net loss per share (in shares) | 995,396 | 335,004 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net loss per share (in shares) | 728,535 | 5,148,108 |
Master Services Agreement wit_2
Master Services Agreement with Eversana (Details) - Eversana Life Services L L C - Commercialization Of M207 $ in Millions | Aug. 06, 2020USD ($) |
Related Party Transaction [Line Items] | |
Commercialization budged | $ 250 |
Affiliated Entity | |
Related Party Transaction [Line Items] | |
Term of the agreement | 5 years |
Revolving Credit Facility | Affiliated Entity | |
Related Party Transaction [Line Items] | |
Amounts of transaction | $ 5 |
Annual rate | 10.00% |
Cash Equivalents (Details)
Cash Equivalents (Details) - Fair Value, Measurements, Recurring - Money Market Funds - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Money market funds classified as cash equivalents | $ 9,421 | $ 33,918 |
Quoted prices in active market Level 1 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Money market funds classified as cash equivalents | 9,421 | 33,918 |
Significant other observable inputs Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Money market funds classified as cash equivalents | 0 | 0 |
Significant unobservable inputs Level 3 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Money market funds classified as cash equivalents | $ 0 | $ 0 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid services | $ 146 | $ 97 |
Prepaid software and subscriptions | 87 | 118 |
Deferred offering costs | 85 | 48 |
Prepaid insurance | 79 | 66 |
Unbilled revenue | 0 | 124 |
Other | 23 | 0 |
Total | $ 420 | $ 453 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 62,546 | $ 59,157 |
Less: accumulated depreciation | (29,989) | (28,248) |
Property and equipment, net | 32,557 | 30,909 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 24,301 | 24,212 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 15,075 | 14,893 |
Laboratory and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 1,641 | 1,641 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 181 | 172 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 21,348 | $ 18,239 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 1,751 | $ 1,426 |
Capitalized interest | 3,300 | 2,400 |
Construction In Progress Buildtosuit Lease Asset | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 16,500 | $ 14,600 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Contract manufacturing services | $ 17 | $ 71 |
Pre-clinical and clinical studies | 397 | 22 |
Professional service fees | 258 | 175 |
Construction-in-progress obligations | 918 | 2,993 |
Deferred revenue | 26 | 0 |
Other | 202 | 106 |
Total | $ 1,818 | $ 3,367 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Extension period | 60 months | |
Operating lease right-of-use assets | $ 3,769 | $ 4,928 |
Embedded Lease | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 146 |
Leases - Description of Lease C
Leases - Description of Lease Costs and Cash Payment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statements of Operations: | ||
Operating lease costs | $ 1,756 | $ 1,706 |
Statements of Cash Flows: | ||
Operating cash flows from operating leases - cash paid for operating leases | $ 1,976 | $ 1,877 |
Leases - Description of Other L
Leases - Description of Other Lease Information (Details) | Dec. 31, 2021 |
Operating leases | |
Weighted-average remaining lease term (in years) | 2 years 7 months 20 days |
Weighted average discount rate | 11.00% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases | ||
2022 | $ 2,042 | |
2023 | 2,017 | |
2024 | 1,371 | |
Total undiscounted cash flows | 5,430 | |
Less: amount representing interest | (743) | |
Present value of lease liabilities | 4,687 | |
Current portion | 1,606 | $ 1,378 |
Long-term portion | $ 3,081 | $ 4,687 |
Debt Financing - Narrative (Det
Debt Financing - Narrative (Details) - USD ($) | Jun. 10, 2021 | May 27, 2020 | May 26, 2020 | Sep. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 21, 2020 |
Debt Instrument [Line Items] | |||||||
Interest payment period | 6 months | ||||||
Capitalized interest costs | $ 3,300,000 | $ 2,400,000 | |||||
Common stock, shares issued (in shares) | 120,205,813 | 102,066,218 | |||||
Forgiveness of Paycheck Protection Program loan | $ 1,629,000 | $ 0 | |||||
Paycheck Protection Program Loan | |||||||
Debt Instrument [Line Items] | |||||||
Forgiveness of Paycheck Protection Program loan | $ 1,610,000 | ||||||
Paycheck Protection Program Loan | Forgivable Loan | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit | $ 1,600,000 | ||||||
Accrued interest, forgiveness | $ 18,515 | ||||||
Construction In Progress Build-to-Suit Lease Asset | |||||||
Debt Instrument [Line Items] | |||||||
Property and equipment, gross | 16,500,000 | ||||||
Trinity Capital Fund III, L.P. | Warrants to purchase common stock | |||||||
Debt Instrument [Line Items] | |||||||
Common stock, shares issued (in shares) | 75,000 | ||||||
Proceeds from issuance of warrants | $ 200,000 | $ 200,000 | |||||
Build to Suit Obligation | Trinity Capital Fund III, L.P. | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | 14,000,000 | ||||||
Line of credit | $ 5,000,000 | $ 5,000,000 | 14,000,000 | ||||
Borrowing capacity | 500,000 | ||||||
Debt instrument term | 42 months | 36 months | 36 months | ||||
Purchase percentage of equipment cost | 12.00% | ||||||
Common stock warrant exercise price (in USD per share) | $ 3.5928 | ||||||
Build to Suit Obligation | Trinity Capital Fund III, L.P. | Drawdown Maturity Date Of April 012022 | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit | $ 5,000,000 |
Debt Financing - Summary of Deb
Debt Financing - Summary of Debt Obligations (Details) - Build to Suit Obligation - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | May 27, 2020 | Sep. 30, 2018 | |
Debt Instrument [Line Items] | |||
Principal Balance | $ 3,251,000 | ||
Trinity Capital Fund III, L.P. | |||
Debt Instrument [Line Items] | |||
Drawdown Amount | 14,000,000 | $ 5,000,000 | $ 5,000,000 |
Principal Balance | 3,251,000 | ||
Purchase Option Fee | 1,680,000 | ||
Discount on Purchase Option Fee | (32,000) | ||
Unamortized Discounts and Issuance Costs | (107,000) | ||
Monthly Payment | 450,000 | ||
Trinity Capital Fund III, L.P. | Drawdown Maturity Date Of April 012022 | |||
Debt Instrument [Line Items] | |||
Drawdown Amount | 5,000,000 | ||
Principal Balance | 314,000 | ||
Purchase Option Fee | 600,000 | ||
Discount on Purchase Option Fee | (1,000) | ||
Unamortized Discounts and Issuance Costs | (7,000) | ||
Monthly Payment | $ 160,000 | ||
Stated Interest Rate | 9.43% | ||
Amended Effective Interest Rate | 24.38% | ||
Trinity Capital Fund III, L.P. | Drawdown Maturity Date Of July 1, 2022 | |||
Debt Instrument [Line Items] | |||
Drawdown Amount | $ 2,800,000 | ||
Principal Balance | 435,000 | ||
Purchase Option Fee | 336,000 | ||
Discount on Purchase Option Fee | (2,000) | ||
Unamortized Discounts and Issuance Costs | (7,000) | ||
Monthly Payment | $ 90,000 | ||
Stated Interest Rate | 9.68% | ||
Amended Effective Interest Rate | 18.25% | ||
Trinity Capital Fund III, L.P. | Drawdown Maturity Date Of January 1 2023 | |||
Debt Instrument [Line Items] | |||
Drawdown Amount | $ 2,300,000 | ||
Principal Balance | 770,000 | ||
Purchase Option Fee | 276,000 | ||
Discount on Purchase Option Fee | (7,000) | ||
Unamortized Discounts and Issuance Costs | (23,000) | ||
Monthly Payment | $ 74,000 | ||
Stated Interest Rate | 9.93% | ||
Amended Effective Interest Rate | 18.08% | ||
Trinity Capital Fund III, L.P. | Drawdown Maturity Date Of April 1 2023 | |||
Debt Instrument [Line Items] | |||
Drawdown Amount | $ 2,300,000 | ||
Principal Balance | 968,000 | ||
Purchase Option Fee | 276,000 | ||
Discount on Purchase Option Fee | (12,000) | ||
Unamortized Discounts and Issuance Costs | (36,000) | ||
Monthly Payment | $ 74,000 | ||
Stated Interest Rate | 9.93% | ||
Amended Effective Interest Rate | 18.04% | ||
Trinity Capital Fund III, L.P. | Drawdown Maturity Date Of June 01 2023 | |||
Debt Instrument [Line Items] | |||
Drawdown Amount | $ 1,600,000 | ||
Principal Balance | 764,000 | ||
Purchase Option Fee | 192,000 | ||
Discount on Purchase Option Fee | (10,000) | ||
Unamortized Discounts and Issuance Costs | (34,000) | ||
Monthly Payment | $ 52,000 | ||
Stated Interest Rate | 9.93% | ||
Amended Effective Interest Rate | 18.16% |
Debt Financing - Summary of Lon
Debt Financing - Summary of Long-Term Debt, Net of Unamortized Debt Discount and Issuance Costs (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Build-to-suit obligation, long-term portion, net of debt issuance costs and discounts | $ 0 | $ 812 |
Build to Suit Obligation | ||
Debt Instrument [Line Items] | ||
Build-to-suit obligation principal amount | 3,251 | |
Build-to-suit obligation Purchase Option Fees at present value | 1,648 | |
Less: unamortized Purchase Option Fees, discounts and issuance costs | (107) | |
Build-to-suit obligation, current portion, net of debt issuance costs and discounts | 3,822 | |
Build-to-suit obligation, long-term portion, net of debt issuance costs and discounts | 970 | |
Build-to-suit obligation, net of debt issuance costs and discount | $ 4,792 |
Debt Financing - Future Minimum
Debt Financing - Future Minimum Payments on the Company's Current Debt, Including Payment of Principal and Interest (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Principal | |
2022 | $ 2,905 |
2023 | 346 |
Total | 3,251 |
Interest | |
2022 | 189 |
2023 | 8 |
Total | 197 |
Purchase Option Fees | |
2022 | 936 |
2023 | 744 |
Total | 1,680 |
Total | |
2022 | 4,030 |
2023 | 1,098 |
Total | $ 5,128 |
Debt Financing - Summary of Int
Debt Financing - Summary of Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Build-to-suit obligation interest expense | $ 189 | $ 719 |
Build to Suit Obligation | ||
Debt Instrument [Line Items] | ||
Build-to-suit obligation, cash interest expense | 618 | 926 |
Build-to-suit obligation, effective interest expense | 433 | 711 |
Less: build-to-suit obligation, interest capitalized | (872) | (965) |
Build-to-suit obligation interest expense | $ 179 | $ 672 |
Stockholders' Equity - Shelf Re
Stockholders' Equity - Shelf Registration (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2021 | Jul. 14, 2021 | Apr. 16, 2020 | |
A 2021 Shelf Registration | ||||
Class of Stock [Line Items] | ||||
Sale of stock offer maximum | $ 150 | |||
A 2021 Shelf Registration | Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Sale of stock offer maximum | $ 33.1 | |||
Consideration from sale of stock | $ 150 | |||
A 2020 Shelf Registration | ||||
Class of Stock [Line Items] | ||||
Sale of stock offer maximum | $ 74.5 | |||
Consideration from sale of stock | $ 3.7 |
Stockholders' Equity - Marketin
Stockholders' Equity - Marketing Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 28, 2021 | Aug. 31, 2020 | Jun. 08, 2020 | Feb. 14, 2020 | Aug. 19, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
At-The-Market Offering Program 2021 | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum aggregate offering price (up to) | $ 30 | |||||||
Commissions on proceeds from the sale of shares | 3.00% | |||||||
Consideration from sale of stock | $ 4.6 | |||||||
Sale of stock, remaining authorized amount | $ 25 | |||||||
At-The-Market Offering Program 2021 | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in transaction (in shares) | 6,869,022 | |||||||
Sale of stock average price per share (in USD per share) | $ 0.72 | |||||||
At-The-Market Offering Program 2020 | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum aggregate offering price (up to) | $ 20 | |||||||
Commissions on proceeds from the sale of shares | 3.00% | |||||||
Consideration from sale of stock | $ 5.5 | $ 13.5 | ||||||
Sale of stock, remaining number of shares (in shares) | 0 | |||||||
At-The-Market Offering Program 2020 | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in transaction (in shares) | 6,931,607 | 13,237,026 | ||||||
Sale of stock average price per share (in USD per share) | $ 0.84 | $ 1.07 | ||||||
At The Market Offering Program 2019 | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum aggregate offering price (up to) | $ 15 | |||||||
Commissions on proceeds from the sale of shares | 3.00% | |||||||
Consideration from sale of stock | $ 2.7 | |||||||
At The Market Offering Program 2019 | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in transaction (in shares) | 2,151,346 | |||||||
Sale of stock average price per share (in USD per share) | $ 1.30 | |||||||
Public Stock Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Consideration from sale of stock | $ 20.3 | $ 8.3 | ||||||
Public Stock Offering | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in transaction (in shares) | 15,937,130 | |||||||
Price of stock sold (in USD per share) | $ 1.304 |
Stockholders' Equity - Register
Stockholders' Equity - Registered Direct Offering and Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 04, 2020 | Feb. 14, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Warrants outstanding (in shares) | 728,535 | 5,148,108 | ||
Common stock warrants issued (in shares) | 1 | |||
Series E - March 2020 | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding (in shares) | 630,835 | 4,709,502 | ||
Exercise price (in USD per share) | $ 0.8025 | |||
Series C Warrant | ||||
Class of Stock [Line Items] | ||||
Proceeds from warrant exercises | $ 94 | $ 9,091 | ||
Series D Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Exercise price (in USD per share) | $ 0.0001 | |||
Series C - February 2020 | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding (in shares) | 22,700 | 167,700 | ||
Exercise price (in USD per share) | $ 0.6500 | |||
Registered Direct Offering | ||||
Class of Stock [Line Items] | ||||
Shares issued in transaction (in shares) | 11,903,506 | |||
Price of stock sold (in USD per share) | $ 0.9275 | |||
Warrants expiration term | 5 years | |||
Proceeds from warrant exercises | $ 10,200 | |||
Registered Direct Offering | Series E - March 2020 | ||||
Class of Stock [Line Items] | ||||
Price of stock sold (in USD per share) | $ 0.8025 | $ 0.8025 | $ 0.8025 | |
Warrants to purchase common stock (in shares) | 4,078,667 | 7,194,004 | ||
Proceeds from warrant exercises | $ 3,300 | $ 5,800 | ||
Public Stock Offering | ||||
Class of Stock [Line Items] | ||||
Period for additional purchase of stock | 30 days | |||
Public Stock Offering | Common Class A | ||||
Class of Stock [Line Items] | ||||
Shares issued in transaction (in shares) | 10,146,154 | |||
Price of stock sold (in USD per share) | $ 0.65 | |||
Number of share of common stock Included in the issued combination (in shares) | 1 | |||
Public Stock Offering | Common Class B | ||||
Class of Stock [Line Items] | ||||
Shares issued in transaction (in shares) | 2,161,539 | |||
Price of stock sold (in USD per share) | $ 0.6499 | |||
Warrants expiration term | 5 years | |||
Public Stock Offering | Common Class C | ||||
Class of Stock [Line Items] | ||||
Shares issued in transaction (in shares) | 1,846,153 | |||
Public Stock Offering | Series C Warrant | ||||
Class of Stock [Line Items] | ||||
Warrants to purchase common stock (in shares) | 145,000 | 13,986,146 | ||
Proceeds from warrant exercises | $ 100 | $ 9,100 | ||
Exercise price (in USD per share) | $ 0.65 | $ 0.65 | ||
Public Stock Offering | Series C Warrant | Common Class A | ||||
Class of Stock [Line Items] | ||||
Number of share of warrants included in the issued combination (in shares) | 1 | |||
Common stock warrants issued (in shares) | 1 | |||
Public Stock Offering | Series C Warrant | Common Class B | ||||
Class of Stock [Line Items] | ||||
Number of share of warrants included in the issued combination (in shares) | 1 | |||
Common stock warrants issued (in shares) | 1 | |||
Exercise price (in USD per share) | $ 0.65 | |||
Public Stock Offering | Series D Pre Funded Warrant | Common Class B | ||||
Class of Stock [Line Items] | ||||
Number of share of common stock Included in the issued combination (in shares) | 1 | |||
Number of share of warrants included in the issued combination (in shares) | 1 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2020 | |
Class of Stock [Line Items] | ||
Warrants outstanding as of December 31,2019 (in shares) | 5,148,108 | |
Issued (in shares) | 0 | |
Exercised (in shares) | (4,223,667) | |
Expired (in shares) | (195,906) | |
Warrants outstanding as of December 31,2020 (in shares) | 728,535 | |
Common stock warrants issued (in shares) | 1 | |
Series E - March 2020 | ||
Class of Stock [Line Items] | ||
Warrants outstanding as of December 31,2019 (in shares) | 4,709,502 | |
Issued (in shares) | 0 | |
Exercised (in shares) | (4,078,667) | |
Expired (in shares) | 0 | |
Warrants outstanding as of December 31,2020 (in shares) | 630,835 | |
Exercise price (in USD per share) | $ 0.8025 | |
Series C - February 2020 | ||
Class of Stock [Line Items] | ||
Warrants outstanding as of December 31,2019 (in shares) | 167,700 | |
Issued (in shares) | 0 | |
Exercised (in shares) | (145,000) | |
Expired (in shares) | 0 | |
Warrants outstanding as of December 31,2020 (in shares) | 22,700 | |
Exercise price (in USD per share) | $ 0.6500 | |
Trinity - September 2018 | ||
Class of Stock [Line Items] | ||
Warrants outstanding as of December 31,2019 (in shares) | 75,000 | |
Issued (in shares) | 0 | |
Exercised (in shares) | 0 | |
Expired (in shares) | 0 | |
Warrants outstanding as of December 31,2020 (in shares) | 75,000 | |
Exercise price (in USD per share) | $ 3.5928 | |
Series B - August 2016 | ||
Class of Stock [Line Items] | ||
Warrants outstanding as of December 31,2019 (in shares) | 195,906 | |
Issued (in shares) | 0 | |
Exercised (in shares) | 0 | |
Expired (in shares) | (195,906) | |
Warrants outstanding as of December 31,2020 (in shares) | 0 | |
Exercise price (in USD per share) | ||
Series C and Series E Common Stock | ||
Class of Stock [Line Items] | ||
Common stock warrants issued (in shares) | 1 |
Stockholders' Equity - Trinity
Stockholders' Equity - Trinity Warrants (Details) - USD ($) | May 27, 2020 | May 26, 2020 | Sep. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Common stock, shares issued (in shares) | 120,205,813 | 102,066,218 | |||
Trinity Capital Fund III, L.P. | Build to Suit Obligation | |||||
Class of Stock [Line Items] | |||||
Common stock warrant exercise price (in USD per share) | $ 3.5928 | ||||
Line of credit | $ 5,000,000 | $ 5,000,000 | $ 14,000,000 | ||
Debt instrument term | 42 months | 36 months | 36 months | ||
Trinity Capital Fund III, L.P. | Warrants to purchase common stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued (in shares) | 75,000 | ||||
Proceeds from issuance of warrants | $ 200,000 | $ 200,000 |
Stockholders' Equity - Series B
Stockholders' Equity - Series B Warrants (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 15, 2016 |
Class of Stock [Line Items] | |||
Warrants outstanding (in shares) | 728,535 | 5,148,108 | |
Series B - August 2016 | |||
Class of Stock [Line Items] | |||
Warrants outstanding (in shares) | 0 | 195,906 | |
Exercise price (in USD per share) | |||
Series B - August 2016 | Private Investment in Public Equity (PIPE) | Warrants to purchase common stock | |||
Class of Stock [Line Items] | |||
Exercise price (in USD per share) | $ 31 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in USD per share) | $ 1 | $ 0.97 | |
Awards granted (in shares) | 203,750 | ||
Awards granted (in USD per share) | $ 0.63 | ||
Additional shares reserved (in shares) | 3,572,317 | ||
Common stock (in shares) | 289,439 | ||
Weighted-average grant-date fair value of options and awards (in USD per share) | $ 0.87 | $ 0.77 | |
Aggregate intrinsic value | $ 2 | ||
Total fair value of options and awards that vested | 1,400 | $ 1,600 | |
Unrecognized stock-based compensation expense | $ 3,600 | ||
Weighted-average period (in years) | 2 years 6 months 3 days | ||
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 407,500 | ||
Options granted (in USD per share) | $ 0.63 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 874,000 | 343,442 | |
Awards granted (in USD per share) | $ 1.04 | $ 0.84 | |
New Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Vesting percentage, thereafter | 2.00% | ||
2012 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vested period | 4 years | ||
Options or awards issued under the Plan (in shares) | 0 | ||
2012 Stock Incentive Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options grant period | 10 years | ||
2014 Equity and Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vested period | 4 years | ||
2014 Equity and Incentive Plan | Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vested period | 4 years | ||
2014 Equity and Incentive Plan | Annual Refresh Grants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vested period | 1 year | ||
2014 Equity and Incentive Plan | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vested period | 4 years | ||
2014 Equity and Incentive Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options grant period | 10 years | ||
2014 Equity and Incentive Plan | Non Employee Director | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vested period | 1 year | ||
2014 Equity and Incentive Plan | Employees and Board of Directors | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares settled upon vesting | 1 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option and Award Activity Excluding Inducement Grants (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | |||
Beginning balance (in shares) | 2,724,537 | 2,260,307 | |
Options granted (in shares) | 2,994,000 | 923,925 | |
Options canceled/forfeited/expired (in shares) | (402,816) | (459,695) | |
Released (in shares) | 0 | ||
Ending balance (in shares) | 5,315,721 | 2,724,537 | 2,260,307 |
Options exercisable (in shares) | 2,029,032 | ||
Weighted- Average Exercise Price per Share | |||
Beginning balance (in USD per share) | $ 3.31 | $ 4.29 | |
Options granted (in USD per share) | 1 | 0.97 | |
Options cancelled/forfeited/expired (in USD per share) | 2.71 | 3.40 | |
Released (in USD per share) | 0 | ||
Ending balance (in USD per share) | 2.06 | $ 3.31 | $ 4.29 |
Options exercisable (in USD per share) | $ 3.58 | ||
Weighted- Average Remaining Contractual Term (In Years) | |||
Average remaining contractual term | 8 years 18 days | 8 years 2 months 8 days | 7 years 2 months 12 days |
Exercisable remaining contractual term | 6 years 2 months 26 days | ||
Number of RSUs | |||
Awards granted (in shares) | 203,750 | ||
Weighted Average Grant Date Fair Value per Share | |||
Awards granted (in USD per share) | $ 0.63 | ||
RSUs | |||
Number of RSUs | |||
Beginning balance (in shares) | 335,004 | 0 | |
Awards granted (in shares) | 874,000 | 343,442 | |
Awards canceled (in shares) | (98,309) | (8,438) | |
Released (in shares) | (115,299) | ||
Ending balance (in shares) | 995,396 | 335,004 | 0 |
Weighted Average Grant Date Fair Value per Share | |||
Beginning balance (in USD per share) | $ 0.84 | ||
Awards granted (in USD per share) | 1.04 | 0.84 | |
Awards released (in USD per share) | 0.84 | ||
Awards canceled (in USD per share) | 1.08 | 0.84 | |
Ending balance (in USD per share) | $ 0.99 | $ 0.84 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 1,900 | $ 1,583 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 646 | 674 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 1,254 | $ 909 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted-Average Assumptions for the Black-Scholes Option-Pricing Model Used in Determining the Fair Value of Options Granted to Employees (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.80% | 0.37% |
Risk-free interest rate, maximum | 1.35% | 0.95% |
Expected volatility, minimum | 118.00% | 114.58% |
Expected volatility, maximum | 122.86% | 120.42% |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months | 5 years 6 months |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 29 days | 6 years 29 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Sep. 01, 2021 | Feb. 04, 2021plaintiffsubject | Nov. 06, 2020lawsuit | Oct. 29, 2020lawsuit | Dec. 31, 2021USD ($) |
Other Commitments [Line Items] | |||||
Cancellation fees | 50.00% | ||||
Guarantees agreements | $ 0 | ||||
Number of class action | lawsuit | 2 | 2 | |||
Number of Co-Lead Plaintiffs | plaintiff | 2 | ||||
Number of law firms | subject | 2 | ||||
Amended complaint period | 30 days | ||||
Manufacturing Space and Technology | |||||
Other Commitments [Line Items] | |||||
Purchase price | 3,300,000 | ||||
Commitments payable | 800,000 | ||||
Additional payment | 7,400,000 | ||||
Fees Period One | |||||
Other Commitments [Line Items] | |||||
Annual fees | 2,800,000 | ||||
Fees Period Two | |||||
Other Commitments [Line Items] | |||||
Annual fees | 4,600,000 | ||||
Fees Period Three | |||||
Other Commitments [Line Items] | |||||
Annual fees | 11,500,000 | ||||
Fees Period Four | |||||
Other Commitments [Line Items] | |||||
Annual fees | $ 14,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Examination [Line Items] | |||
Income tax expense | $ 0 | $ 0 | |
Increase (decrease) in net valuation allowance | 8,200,000 | 2,900,000 | |
Unrecognized tax benefits | 1,454,000 | 1,288,000 | $ 1,439,000 |
Unrecognized tax-related penalties or interest | $ 0 | 0 | |
Minimum | |||
Income Tax Examination [Line Items] | |||
Percentage of change In ownership for operating loss carryforward | 50.00% | ||
Period for change in ownership percentage | 3 years | ||
Federal | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | $ 137,100,000 | 106,500,000 | |
Net operating loss carryforwards, valuation allowance | 221,700,000 | ||
Deferred tax assets, net operating loss carryforwards derecognized amount | 46,600,000 | ||
Deferred tax assets, tax credit research and development derecognized amount | 6,900,000 | ||
Federal | Research and Development Credit Carry Forwards | |||
Income Tax Examination [Line Items] | |||
Research and development credit carryforwards | 1,000,000 | 500,000 | |
California | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards, valuation allowance | 249,000,000 | ||
Deferred tax assets, net operating loss carryforwards derecognized amount | 17,400,000 | ||
State | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | 42,400,000 | 25,800,000 | |
State | Research and Development Credit Carry Forwards | |||
Income Tax Examination [Line Items] | |||
Research and development credit carryforwards | $ 6,300,000 | $ 6,000,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate to the Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | (21.00%) | (21.00%) |
State statutory tax rate, net of federal benefit | (3.50%) | (1.90%) |
Change in effective tax rate | (0.50%) | 1.00% |
Research and development credits, net of uncertain tax positions | (2.00%) | (2.10%) |
Derecognition due to Section 382 and 383 | 0.00% | 15.20% |
Stock-based compensation | 1.10% | 0.60% |
PPP Loan forgiveness | (1.20%) | 0.00% |
Permanent items | (0.10%) | (0.40%) |
Change in valuation allowance | 27.20% | 8.60% |
Total | 0.00% | 0.00% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 31,671 | $ 24,143 |
Research and development credits | 4,760 | 4,150 |
Depreciation and amortization | 552 | 508 |
Accruals | 447 | 517 |
Inventory | 178 | 239 |
Lease liability | 1,146 | 1,391 |
Stock-based compensation | 611 | 459 |
Capital loss carryforwards | 0 | 23 |
Other | 15 | 4 |
Total gross deferred tax assets | 39,380 | 31,434 |
Valuation allowance | (38,458) | (30,304) |
Net deferred tax assets | 922 | 1,130 |
Right-of-use assets | (922) | (1,130) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of year | $ 1,288 | $ 1,439 |
Decrease related to prior year tax positions | 0 | (312) |
Increase related to current year tax positions | 166 | 161 |
Balance at the end of year | $ 1,454 | $ 1,288 |
Employee Benefit Plan (Detail)
Employee Benefit Plan (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
401 (k) Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contribution | $ 0 | $ 0 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Detail) - USD ($) | Mar. 11, 2022 | Feb. 08, 2022 | Aug. 31, 2020 | Feb. 14, 2020 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||
Common stock warrants issued (in shares) | 1 | ||||
Public Stock Offering | |||||
Subsequent Event [Line Items] | |||||
Period for additional purchase of stock | 30 days | ||||
Consideration from sale of stock | $ 20,300,000 | $ 8,300,000 | |||
Public Stock Offering | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Shares issued in transaction (in shares) | 15,937,130 | ||||
Price of stock sold (in USD per share) | $ 1.304 | ||||
Subsequent Event | Trinity | |||||
Subsequent Event [Line Items] | |||||
Upfront payment | $ 2,000,000 | ||||
Monthly lease payments | $ 215,441 | ||||
Subsequent Event | Public Stock Offering | |||||
Subsequent Event [Line Items] | |||||
Period for additional purchase of stock | 30 days | ||||
Subsequent Event | Public Stock Offering | Common Class F | |||||
Subsequent Event [Line Items] | |||||
Right to purchase (in shares) | 7,687,500 | ||||
Subsequent Event | Public Stock Offering | Series F Warrant | |||||
Subsequent Event [Line Items] | |||||
Number of share of common stock Included in the issued combination (in shares) | 1 | ||||
Number of share of warrants included in the issued combination (in shares) | 1 | ||||
Price of stock sold (in USD per share) | $ 0.30 | ||||
Consideration from sale of stock | $ 14,100,000 | ||||
Exercise price (in USD per share) | $ 0.30 | ||||
Subsequent Event | Public Stock Offering | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Shares issued in transaction (in shares) | 51,250,000 | ||||
Common stock warrants issued (in shares) | 1 | ||||
Subsequent Event | Public Stock Offering | Common Stock | Series F Warrant | |||||
Subsequent Event [Line Items] | |||||
Shares issued in transaction (in shares) | 7,687,500 | ||||
Right to purchase (in shares) | 7,687,500 |