Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | false |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | ANGION BIOMEDICA CORP. |
Entity Central Index Key | 0001601485 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 11-3430072 |
Entity Primary SIC Number | 2834 |
Entity Address, Address Line One | 51 Charles Lindbergh Boulevard |
Entity Address, City or Town | Uniondale |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11553 |
City Area Code | 415 |
Local Phone Number | 655-4899 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 50,487 | $ 88,756 |
Grants receivable | 0 | 806 |
Prepaid expenses and other current assets | 943 | 1,685 |
Total current assets | 51,430 | 91,247 |
Property and equipment, net | 273 | 451 |
Right of use assets | 152 | 3,986 |
Investments in related parties | 874 | 723 |
Other assets | 61 | 106 |
Total assets | 52,790 | 96,513 |
Current liabilities | ||
Accounts payable | 2,720 | 4,710 |
Accrued expenses | 2,569 | 3,219 |
Lease liability-current | 994 | 894 |
Financing obligation-current | 67 | 58 |
Deferred revenue-current | 0 | 2,301 |
Warrant liability | 19 | 114 |
Total current liabilities | 6,369 | 11,296 |
Lease liability-noncurrent | 2,481 | 3,475 |
Financing obligation-noncurrent | 168 | 235 |
Total liabilities | 9,018 | 15,006 |
Commitments and contingencies-Note 9 | ||
Stockholders' equity | ||
Common stock, $0.01 par value per share; 300,000,000 authorized shares; 30,113,946 and 29,959,060 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 301 | 300 |
Additional paid-in capital | 297,327 | 296,445 |
Accumulated other comprehensive income (loss) | 86 | (103) |
Accumulated deficit | (253,942) | (215,135) |
Total stockholders' equity | 43,772 | 81,507 |
Total liabilities and stockholders' equity | $ 52,790 | $ 96,513 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 30,113,946 | 29,959,060 |
Common stock, shares outstanding (in shares) | 30,113,946 | 29,959,060 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Contract revenue | $ 2,301,000 | $ 27,506,000 |
Grant revenue | 0 | 806,000 |
Total revenue | 2,301,000 | 28,312,000 |
Operating expenses: | ||
Cost of grant revenue | 0 | 433,000 |
Research and development | 18,100,000 | 48,698,000 |
General and administrative | 14,637,000 | 18,488,000 |
Restructuring and impairment expenses | 9,185,000 | 0 |
Total operating expenses | 41,922,000 | 67,619,000 |
Loss from operations | (39,621,000) | (39,307,000) |
Other income (expense) | ||
Change in fair value of warrant liability | 95,000 | (2,919,000) |
Change in fair value of convertible notes | 0 | (7,469,000) |
Change in fair value of Series C convertible preferred stock | 0 | (3,592,000) |
Foreign exchange transaction loss | (237,000) | (245,000) |
Gain upon debt extinguishment | 0 | 905,000 |
Gain (loss) in equity method investment | 151,000 | (99,000) |
Interest income (expense), net | 805,000 | (1,847,000) |
Total other income (expense) | 814,000 | (15,266,000) |
Net loss | (38,807,000) | (54,573,000) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | 189,000 | 230,000 |
Comprehensive loss | $ (38,618,000) | $ (54,343,000) |
Net loss per common share, basic (in dollars per share) | $ (1.29) | $ (1.93) |
Net loss per common share, diluted (in dollars per share) | $ (1.29) | $ (1.93) |
Weighted average common shares outstanding, basic (in shares) | 30,040,703 | 28,244,825 |
Weighted average common shares outstanding, diluted (in shares) | 30,040,703 | 28,244,825 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO | Private placement | Non-IPO Related Stock Transactions | Common Stock | Common Stock IPO | Common Stock Private placement | Common Stock Non-IPO Related Stock Transactions | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital IPO | Additional Paid-in Capital Private placement | Additional Paid-in Capital Non-IPO Related Stock Transactions | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 15,632,809 | ||||||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ (90,449) | $ 156 | $ (1,846) | $ 72,136 | $ (333) | $ (160,562) | |||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2020 | (316,088) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock upon net settlement of restricted stock units and performance stock units (in shares) | 414,896 | ||||||||||||||
Issuance of common stock upon net settlement of restricted stock units and performance stock units | 18 | $ 4 | 14 | ||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 5,750,000 | 1,562,500 | |||||||||||||
Issuance of common stock, net of issuance costs | $ 82,715 | $ 24,250 | $ 58 | $ 16 | $ 82,657 | $ 24,234 | |||||||||
Conversion of convertible preferred stock into common stock upon IPO (in shares) | 2,234,640 | ||||||||||||||
Conversion of convertible preferred stock into common stock upon IPO | 35,754 | $ 22 | 35,732 | ||||||||||||
Conversion of convertible notes (in shares) | 3,636,189 | 33,978 | |||||||||||||
Conversion of convertible notes | 58,179 | $ 460 | $ 36 | 58,143 | $ 460 | ||||||||||
Net exercise of warrants upon initial public offering (in shares) | 844,335 | 130,529 | |||||||||||||
Net exercise of warrants upon initial public offering | $ 13,509 | $ 861 | $ 9 | $ 2 | $ 13,500 | $ 859 | |||||||||
Fractional shares paid out related to the forward stock split | (10) | (10) | |||||||||||||
Exercise of broker warrants (in shares) | 47,188 | ||||||||||||||
Exercise of broker warrants | 0 | ||||||||||||||
Exercise of stock options (in shares) | 152,939 | ||||||||||||||
Exercise of stock options | 980 | $ 1 | 979 | ||||||||||||
Return of common stock to pay withholding taxes on restricted stock (in shares) | (164,855) | ||||||||||||||
Return of common stock to pay withholding taxes on restricted stock | (2,458) | $ (2,364) | (94) | ||||||||||||
Retirement of treasury stock (in shares) | (480,943) | (480,943) | |||||||||||||
Retirement of treasury stock | 0 | $ (4) | $ 4,210 | (4,206) | |||||||||||
Stock-based compensation | 12,041 | 12,041 | |||||||||||||
Foreign currency translation adjustment | 230 | 230 | |||||||||||||
Net loss | $ (54,573) | (54,573) | |||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 29,959,060 | 29,959,060 | |||||||||||||
Balance at end of period at Dec. 31, 2021 | $ 81,507 | $ 300 | $ 0 | 296,445 | (103) | (215,135) | |||||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock upon net settlement of restricted stock units and performance stock units (in shares) | 154,886 | ||||||||||||||
Issuance of common stock upon net settlement of restricted stock units and performance stock units | (2) | $ 1 | (3) | ||||||||||||
Stock-based compensation | 885 | 885 | |||||||||||||
Foreign currency translation adjustment | 189 | 189 | |||||||||||||
Net loss | $ (38,807) | (38,807) | |||||||||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 30,113,946 | 30,113,946 | |||||||||||||
Balance at end of period at Dec. 31, 2022 | $ 43,772 | $ 301 | $ 0 | $ 297,327 | $ 86 | $ (253,942) | |||||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2022 | 0 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
IPO | |
Stock issuance costs | $ 9.3 |
Private placement | |
Stock issuance costs | $ 0.7 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (38,807,000) | $ (54,573,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 178,000 | 91,000 |
Amortization of right of use assets | 813,000 | 710,000 |
Amortization of debt issuance costs | 0 | 1,884,000 |
PPP Loan forgiveness | 0 | (905,000) |
Stock-based compensation | 885,000 | 12,041,000 |
Change in fair value of convertible notes | 0 | 7,469,000 |
Change in fair value of Series C convertible preferred stock | 0 | 3,592,000 |
Change in fair value of warrant liability | (95,000) | 2,919,000 |
Impairment of leased assets | 3,021,000 | 0 |
Losses from equity investment | (151,000) | 96,000 |
Distribution from equity investment | 0 | 3,000 |
Changes in operating assets and liabilities: | ||
Grants receivable | 806,000 | (806,000) |
Prepaid expenses and other current assets | 806,000 | 4,016,000 |
Other assets | 45,000 | (106,000) |
Accounts payable | (2,050,000) | (866,000) |
Accrued expenses | (646,000) | 11,000 |
Lease liabilities | (894,000) | (713,000) |
Deferred revenue | (2,301,000) | (27,506,000) |
Net cash used in operating activities | (38,390,000) | (52,643,000) |
Cash flows from investing activities | ||
Purchase of fixed assets | 0 | (382,000) |
Net cash used in investing activities | 0 | (382,000) |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock upon IPO and Concurrent Private Placement, net of discount, commissions and offering costs | 0 | 107,487,000 |
Proceeds from financing obligation | 0 | 302,000 |
Proceeds from RSU settlement, net of payment of taxes | (2,000) | 18,000 |
Payment of financing obligation | (58,000) | (9,000) |
Fractional share payments related to the forward stock split | 0 | (10,000) |
Taxes paid related to net share settlement upon vesting of restricted stock awards | 0 | (2,458,000) |
Exercise of warrants | 0 | 861,000 |
Exercise of stock options | 0 | 980,000 |
Net cash (used in) provided by financing activities | (60,000) | 107,171,000 |
Effect of foreign currency on cash | 181,000 | 3,000 |
Net (decrease) increase in cash and cash equivalents | (38,269,000) | 54,149,000 |
Cash and cash equivalents at the beginning of the period | 88,756,000 | 34,607,000 |
Cash and cash equivalents at the end of the period | 50,487,000 | 88,756,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 7,000 |
Retirement of treasury stock | 0 | 4,210,000 |
Right of use assets exchanged for operating lease liabilities | 0 | 624,000 |
Fixed assets purchased in accrued expenses or accounts payable | 0 | 4,000 |
Common Stock | ||
Conversion of convertible notes into stock | 0 | 58,639,000 |
Non-IPO Related Stock Transactions | Common Stock | ||
Conversion of convertible notes into stock | 0 | 460,000 |
IPO | ||
Conversion of Series C preferred stock to common stock upon IPO | 0 | 35,754,000 |
Net exercise of warrants upon IPO | $ 0 | $ 13,509,000 |
Description of the Business and
Description of the Business and Financial Condition | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Financial Condition | Note 1—Description of the Business and Financial Condition Angion Biomedica Corp. (“Angion” or the “Company”) had been a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel small molecule therapeutics to address chronic and progressive fibrotic diseases, prior to its 2022 Strategic Realignment announced in July 2022 whereby the Company announced its process to explore strategic options for enhancing and preserving shareholder value (“2022 Strategic Realignment”). The Company was incorporated in Delaware in 1998. On January 17, 2023, the Company entered into a definitive merger agreement with Elicio Therapeutices, Inc. (Elicio) under which Elicio will merge with a wholly-owned subsidiary of Angion in an all-stock transaction (the “Merger”). Upon completion of the Merger, the combined company will focus on advancing Elicio’s proprietary lymph node AMP technology to develop immunotherapies, with a focus on ELI-002, a therapeutic cancer vaccine targeting mKRAS-driven tumors. Angion has suspended clinical development activities in anticipation of the announced Merger, and does not have any products approved for sale. Forward Stock Split On January 25, 2021, the board of directors of the Company (Board or the Angion Board) approved an amendment to the Company's certificate of incorporation to effect a forward stock split (“Forward Split”) of shares of the Company's common stock on a one-for 1.55583 basis, which was effected on February 1, 2021. All references to common stock, convertible preferred stock, warrants to purchase common stock, stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), including restricted stock units with non-market performance and service conditions (“PSUs”), per share amounts and related information contained in the consolidated financial statements have been retroactively adjusted to reflect the effect of the forward stock split for all periods presented. No fractional shares of the Company's common stock were issued in connection with the Forward Split. Any fractional share resulting from the Forward Split was rounded down to the nearest whole share, and any stockholder entitled to fractional shares as a result of the Forward Split will received a cash payment in lieu of receiving fractional shares. Initial Public Offering and the Concurrent Private Placement On February 9, 2021, the Company’s registration statement on Form S-1 (File No. 333-252177) relating to its initial public offering (IPO) of common stock became effective. The IPO closed on February 9, 2021 at which time the Company issued 5,750,000 shares of its common stock at a price to the public of $16.00 per share, which includes the full exercise by the underwriters of their option to purchase an additional 750,000 shares of common stock. In addition to the shares being sold in the IPO, the Company sold an additional 1,562,500 shares of its common stock at the public offering price of $16.00 per share to entities affiliated with Vifor International, Ltd., an existing stockholder (the “Concurrent Private Placement”) for gross proceeds of $25.0 million. Subsequent to the closing of the IPO, all of the outstanding shares of convertible preferred stock and outstanding convertible notes automatically converted into shares of common stock. The IPO and Concurrent Private Placement generated aggregate net proceeds of approximately $107.0 million, after deducting the underwriting discounts and commissions, private placement fee and estimated offering expenses payable by the Company. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding and there were no convertible notes outstanding. In connection with the closing of the IPO, the Company restated its Restated Certificate of Incorporation to change the authorized capital stock to 300,000,000 shares designated as common stock, and 10,000,000 shares designated as preferred stock, with a par value of $0.01 per share and $0.01 per share, respectively. Liquidity and Capital Resources Since inception, the Company has devoted substantially all of its efforts and financial resources to conducting research and development activities, including drug discovery and pre-clinical studies and clinical trials, establishing and maintaining its intellectual property portfolio, organizing and staffing the Company, business planning, raising capital and providing general and administrative support for these operations. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses for the next several years as it continues to fully develop and, if approved, commercialize its product candidates. As of December 31, 2022, the Company had $50.5 million in cash and cash equivalents and an accumulated deficit of $253.9 million. The Company has evaluated and concluded there are no conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for a period of one year following the date these consolidated financial statements are issued and believes its existing cash and cash equivalents will be sufficient to meet the projected operating requirements for at least 12 months following the issuance date of its consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its wholly owned subsidiary, Angion Biomedica Europe Limited, which was dissolved on March 16, 2021, and its wholly owned subsidiary, Angion Pty Ltd., which was established on August 22, 2019. The Company established Angion Pty Ltd., an Australian subsidiary, for the purpose of qualifying for research credits for studies conducted in Australia. All significant intercompany balances and transactions have been eliminated in consolidation. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to the useful lives of long-lived assets, fair value of the long-lived assets, the measurement of stock-based compensation, change in fair value of warrant liabilities prior to IPO, accruals for research and development activities, income taxes and revenue recognition. The Company bases its estimates on historical experience and on other relevant assumptions that are reasonable under the circumstances. Actual results could materially differ from those estimates. Foreign Currency Translation and Transactions The United States Dollar (“USD”) is the functional currency for the Company’s operations outside the United States. Accordingly, nonmonetary assets and liabilities originally acquired or assumed in other currencies are recorded in USD at the exchange rates in effect at the date they were acquired or assumed. Monetary assets and liabilities denominated in other currencies are translated into USD at the exchange rates in effect at the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss) in the consolidated statements of operations. Gains and losses realized from non-USD transactions, including intercompany balances not considered as permanent investments, denominated in currencies other than an entity’s functional currency are included in other income (expense) in the accompanying consolidated statements of operations. Concentrations of Credit Risk and Off-Balance Sheet Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company maintains its cash equivalents in securities and money market funds with original maturities less than three months. Substantially all of the Company's cash and cash equivalents are held at Silicon Valley Bank (SVB), and the amounts frequently exceed federally insured limits. On March 10, 2023, the Federal Deposit Insurance Corporation (FDIC) announced that SVB had been closed by the California Department of Financial Protection and Innovation. The United States Department of the Treasury announced in a joint statement with the Federal Reserve and FDIC that depositors of SVB will have access to all of their money starting March 13, 2023, including funds exceeding federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents. If the Company is unable to access its cash and cash equivalents as needed, its financial position and ability to operate its business will be adversely affected. Additionally, the Company established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity. The Company has no financial instruments with off-balance sheet risk of loss. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 2022 and 2021, the Company’s cash equivalents were held in institutions in the United States and included deposits in a money market fund which were unrestricted as to withdrawal or use. Grants Receivable Grants receivable is comprised of unbilled amounts due from various grants from the National Institutes of Health (“NIH”) and other U.S. government agencies for costs incurred prior to the period end under reimbursement contracts. All amounts are readily available for draw from the Federal Government Payment Management System and, accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Property and Equipment Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over their estimated useful lives as follows: Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or lease term Normal repairs and maintenance costs are expensed as incurred. Restructuring and Long-Lived Asset Impairment Restructuring charges The Company recognizes restructuring charges related to reorganization plans that have been committed by management. In connection with these activities, the company records restructuring charges at fair value for one-time employee termination benefits on the communication date from management to the employees provided that management has committed to a plan of termination, the plan identifies the employees and their expected termination dates, the details of termination benefits are complete, and it is unlikely that changes to the plan will be made or the plan will be withdrawn. For one-time employee terminations benefits, the Company recognizes the liability in full on the communication date when future services are not required or amortize the liability ratably over the service period, if required. The fair value of termination benefits reflects our estimates of expected utilization of certain Company-funded post-employment benefits. See Note 10 for additional information on the severance expenses recognized for employees terminated in connection with reductions in force. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The impairment losses as of December 31, 2022 and 2021 were $3.0 million and zero Fair Value Measurement Certain assets and liabilities are carried at fair value under GAAP. Fair value is determined using the principles of ASC 820, Fair Value Measurement. Fair value is described as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable market data. Level 3: Unobservable inputs. The inputs used to measure the fair value of an asset or a liability are categorized within levels of the fair value hierarchy. The fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the measurement. The Company's cash and cash equivalents, accounts payable and accrued expenses are carried at cost, which approximates fair value due to the short-term nature of these instruments. Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance leases, and are recorded on the consolidated balance sheets as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company's incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use assets and lease liabilities, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. Investments in Related Party Entities The Company holds a 10% and a 2.4% interest in two entities, NovaPark, LLC (“NovaPark”) and Ohr Cosmetics, LLC (“Ohr”), respectively. There is common ownership between the Director and Chairman Emeritus of the Company and each entity, and our Chief Executive Officer and the Company’s Lead Independent Director of the Board each own approximately 1.6% of the membership interests in Ohr. See Note 14. In accordance with ASC 323, Investments —Equity Method and Joint Ventures, the Company has significant influence but not control over NovaPark as its ownership in the limited liability company exceeds 3-5%. Accordingly, the Company records the NovaPark investment under the equity method of accounting. The Ohr investment is recorded at cost. In March 2023, the Company entered into a Membership interest redemption Agreement with NovaPark which resulted in the relinquishment of its interest in NovaPark. See Note 15. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability, in accordance with ASC 815, Derivatives and Hedging, at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each reporting period until exercised, and any change in fair value is recognized in the consolidated statements of operations as a component of other income (expense). The fair value of the warrants issued by the Company has been estimated using a variant of the Black Scholes option pricing model. The underlying equity included in the Black Scholes option pricing model was valued based on the closing price of common stock at each measurement date. Treasury Stock The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These shares are classified as treasury stock, which is a reduction to stockholders' equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. All outstanding treasury shares were retired in October 2021 upon approval by the Board of Directors. Revenue The Company does not have any products approved for sale and has not generated any revenue from product sales. The Company’s revenue to date has been primarily derived from government funding consisting of U.S. government grants and contracts, and revenue under its license agreements. Contract Revenue The Company accounts for revenue earned from contracts with customers under Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (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 performance obligations in the contract; and (5) Recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract, whether each promised good or service is distinct, and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. The Company enters into agreements under which it may obtain upfront payments, milestone payments, royalty payments and other fees. Promises under these arrangements may include research licenses, research services, including selection campaign research services for certain replacement targets, the obligation to share information during the research and the participation of alliance managers and in joint research committees, joint patent committees and joint steering committees. The Company assesses these promises within the context of the agreements to determine the performance obligations. Licenses of Intellectual Property : If a license to its intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring proportional performance for purposes of recognizing revenue from non-refundable, upfront payments. The Company evaluates the measure of proportional performance each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments : The Company evaluates whether the regulatory and development milestones are considered probable of being reached and estimate the amounts to be included in the transaction price using the most likely amount method. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones and any related constraint, and if necessary, adjust the estimate of the overall transaction price. Sales-based milestones and royalties : For sales-based royalties, including milestone payments based on the level of sales, the Company determines whether the sole or predominant item to which the royalties relate is a license. When the license is the sole or predominant item to which the sales-based royalty relates, the Company recognize revenue at the later of: (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any sales-based royalty revenue resulting from any license agreement. Deferred revenue , which is a contract liability, represents amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount expected to be recognized within one year from the consolidated balance sheet date based on the estimated performance period of the underlying performance obligation. The noncurrent portion of deferred revenue represents amounts expected to be recognized after one year through the end of the performance period of the performance obligation. Grant Revenue The Company concluded that the Company's government grants are not within the scope of ASC Topic 606 as they do not meet the definition of a contract with a customer. The Company has concluded that the grants meet the definition of a contribution and are non-reciprocal transactions, and has also concluded that Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition In the absence of applicable guidance under GAAP, the Company developed a policy for the recognition of grant revenue when the allowable costs are incurred and the right to payment is realized. The Company believes this policy is consistent with the overarching premise in ASC Topic 606, to ensure that revenue recognition reflects the transfer of promised goods or services to customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services, even though there is no exchange as defined in ASC Topic 606. The Company believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC Topic 606. Research and Development Research and development costs include, but are not limited to, payroll and personnel expenses, laboratory supplies, preclinical studies, compound manufacturing costs, consulting costs and allocated overhead, including rent, equipment, depreciation and utilities. Research and development cost maybe offset by research and development refundable tax rebates received by our wholly-owned Australian subsidiary. The Company has agreements with various Contract Research Organizations (“CROs”) and third-party vendors. Research and development accruals of amounts due to the CRO are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on the consolidated balance sheet. Payments made to CROs under such arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. The Company makes judgments and estimates in determining the accrued expenses balance in each reporting period. As actual costs become known, the Company adjusts its accrued expenses. For the years ended December 31, 2022 and 2021, the Company has not experienced any material differences between accrued costs and actual costs incurred. Stock-Based Compensation The Company accounts for all stock-based payments to employees and non-employees, including grants of stock options, RSAs, RSUs, including “PSUs” to be recognized in the financial statements, based on their respective grant date fair values. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The RSAs, RSUs and PSUs are valued based on the fair value of the Company's common stock on the date of grant. The assumptions used in calculating the fair value of stock-based awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment. The Company records expense for stock-based compensation related to stock options, RSAs and RSUs over the requisite service period. As the PSUs have a performance condition, compensation expense is recognized for each vesting tranche over the respective requisite service period of each tranche if and when the Company's management deems probable that the performance conditions will be satisfied. The Company may recognize a cumulative true-up adjustment related to PSUs once a condition becomes probable of being satisfied if the related service period had commenced in a prior period. All share-based compensation costs are recorded in general and administrative or research and development expenses in the consolidated statements of operations based upon the respective employee’s or non-employee's role within the Company. Forfeitures are recorded as they occur. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share excludes the potential impact of convertible preferred stock, common stock options, warrants and unvested shares of restricted stock and restricted stock units because their effect would be anti-dilutive due to the Company's net loss. Since the Company had net losses for the years ended December 31, 2022 and 2021, basic and diluted net loss per common share are the same. Comprehensive Loss Comprehensive loss represents the net loss for the period and other comprehensive income. Other comprehensive income reflects certain gains and losses that are recorded as a component of stockholders’ deficit and are not reflected in the statements of operations. The Company’s other comprehensive income consists of foreign currency translation adjustments. Recently Adopted Accounting Pronouncements In November 2021, the FASB issued Accounting Standards Update (ASU) 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. ASU 2021-10 requires business entities to disclose, in notes to their financial statements, information about certain types of government assistance they receive. ASU 2021-10 also adds a new Topic 832, Government Assistance, to the FASB’s Codification. ASU 2021-10 is effective for financial statements of all entities, including private companies, for annual periods beginning after December 15, 2021, with early application permitted. The Company adopted this standard as of January 1, 2021, which did not have material impact on its consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (ASU No. 2016-13), which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial assets and certain other instruments, including but not limited to available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. As an emerging growth company, ASU No. 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU No. 2016-13 on its consolidated financial statements and does not believe there will be an material impact on its consolidated financial statements and related disclosures. |
Revenue and Deferred Revenue
Revenue and Deferred Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Deferred Revenue | Note 3—Revenue and Deferred Revenue Grant Revenue Our grants and contracts reimburse us for direct and indirect costs relating to the grant projects and also provide us with a pre-negotiated profit margin on total direct and indirect costs of the grant award, excluding subcontractor costs, after giving effect to directly attributable costs and allowable overhead costs. Funds received from grants and contracts are generally deemed to be earned and recognized as revenue as allowable costs are incurred during the grant or contract period and the right to payment is realized. For the years ended December 31, 2022 and 2021, the Company recognized grant revenue of zero Contract Revenue The Company’s contract revenue has been generated from payments received pursuant to a license agreement (the “Vifor License”) with Vifor International, Ltd. (“Vifor Pharma”) with headquarters located in Switzerland. The Company recognized revenue from upfront payments over the term of our estimated period of performance using a cost-based input method under Topic 606. Vifor License Agreement In November 2020, the Company entered into a license agreement with Vifor Pharma, granting Vifor Pharma global rights (excluding China, Taiwan, Hong Kong and Macau) to develop, manufacture and commercialize ANG-3777 in all therapeutic, prophylactic and diagnostic uses for renal indications, including forms of acute kidney injury (AKI), and congestive heart failure (collectively, the Renal Indications). Pursuant to the Vifor License, the Company received $60 million in upfront and equity payments, including $30 million in up-front cash received in November 2020, and a $30 million equity investment, $5 million of which was a convertible note that subsequently converted into common stock with the IPO and $25 million of which was received in the Concurrent Private Placement with the Company’s IPO. The Company is also eligible to receive post-approval milestones of up to approximately $260.0 million and sales-related milestones of up to $1.585 billion, providing a total potential deal value of up to $1.925 billion (subject to certain specified reductions and offsets), plus tiered royalties on net sales of ANG-3777 at royalty rates of up to 40%. Under the Vifor License, the Company is responsible for executing a pre-specified clinical development plan designed to obtain regulatory approvals of ANG-3777 for delayed graft function (DGF) and AKI associated with cardiac surgery involving cardiopulmonary bypass (CSA-AKI). Based on the ANG-3777 clinical trial data disclosed in the fourth quarter of 2021, the Company does not expect to receive any additional clinical, post-approval, or sales milestones, or royalties, as it does not intend to continue to pursue the clinical development plan for ANG-3777 set forth in the Vifor License. On October 26, 2021, the Company announced that its Phase 3 trial of ANG-3777 in DGF did not achieve its primary endpoint and the data from the Phase 3 trial was not expected to provide sufficient evidence to support an indication in the studied DGF population. On December 9, 2021, the Company announced its Phase 2 trial of ANG-3777 in CSA-AKI did not achieve its primary endpoint and the data from the Phase 2 trial was not expected to provide sufficient evidence to support a Phase 3 trial in the studied CSA-AKI population. Angion and Vifor continue to analyze data from the CSA-AKI trial. The Company does not intend to continue the clinical development plan for ANG-3777 set forth in the Vifor License, which had included a Phase 3 study in CSA-AKI and a Phase 4 confirmatory study in DGF. In 2022, the Company and Vifor Pharma continue to discuss the planned analyses of the results of the clinical trials announced in the fourth quarter of 2021 and to discuss the future of the collaboration . Vifor Pharma may terminate the Vifor License at its sole discretion upon the earlier of (i) the acceptance for filing of an NDA covering products incorporating ANG-3777 filed with the FDA (after completion of the relevant Phase 3 clinical trial for such products), or (ii) the third anniversary of the effective date of the Vifor License. Both the Company and Vifor Pharma may terminate the Vifor License in its entirety if the other is in material breach of the Vifor License and has not cured the breach (if curable) within 60 days, or 90 days for incurable breach. In certain circumstances, in the event of the Company’s material breach of the Vifor License, Vifor Pharma may terminate the Vifor License with respect to certain major markets. In addition, both parties have the right to terminate the Vifor License upon insolvency of the other party. The Company identified the following performance obligations in the Vifor License based upon the clinical development plan for ANG-3777: (1) the global license (excluding greater China), (2) the development services, including the clinical development services including a post-approval confirmatory study, the technical development services and regulatory services and (3) the required participation on Joint Committees for coordination and oversight. The Company determined that the license is not capable of being distinct due to the specialized nature of the development services to be provided by the Company, and, accordingly, this promise was combined with the development services and participation in the joint committees as one single performance obligation. In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract. Certain milestones and additional fees were considered variable consideration, which were not included in the transaction price at contract inception. The Company determined that the transaction price at the inception of the Vifor License is $15.0 million, which is 50% of the $30.0 million upfront payment due to the potential setoff defined in the contract. Based on the ANG-3777 clinical trial data in the fourth quarter of 2021 and the Company’s decision to discontinue the current clinical development plan for ANG-3777 DGF as described above, the Company adjusted the transaction price to include $15.0 million in previously constrained variable consideration. The Company also reassessed the performance period as the Company is currently closing out the planned analyses from both trials. As of December 31, 2022, the Company has completed all performance obligations under the Vifor License and had recognized all deferred revenue under the agreement. Using the cost-based input method, the Company recognizes revenue based on actual costs incurred as a percentage of total estimated costs as the Company completes its performance obligation. The cumulative effect of revisions to estimated costs to complete the Company’s performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. These actual costs consist primarily of internal full time equivalent (FTE) efforts and third-party contract costs related to the Vifor License. For the years ended December 31, 2022 and 2021, the Company recognized license revenue related to the Vifor License of $2.3 million and $27.5 million, respectively. As of December 31, 2022 and 2021, zero |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4—Fair Value Measurements The following table classifies the Company's financial assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2022 and 2021 (in thousands): Fair Value Measured at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Money market funds (1) $9,860 $— $— $9,860 Total assets $9,860 $— $— $9,860 Warrants liabilities $ — $— $19 $ 19 Total Liabilities $ — $— $19 $ 19 Fair Value Measured at December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Money market funds (1) $87,252 $— $ — $87,252 Total assets $87,252 $— $ — $87,252 Warrant liabilities $ — $— $114 $ 114 Total liabilities $ — $— $114 $ 114 (1) Included in cash and cash equivalents on the consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. There were no transfers made among the three levels in the fair value hierarchy during periods presented. The following table presents a summary of changes in the fair value of the Company’s common stock warrant liability (in thousands): As of December 31, 2022 As of December 31, 2021 Balance, beginning of period $114 $ 10,704 Net exercise of warrants — (13,509) Change in fair value (95) 2,919 Balance, end of period $ 19 $ 114 The fair value of the warrants issued by the Company has been estimated using a variant of the Black Scholes option pricing model. The underlying equity included in the Black Scholes option pricing model was valued based on the equity value implied from sales of preferred and common stock at each measurement date. The fair value of the warrants was impacted by the model selected as well as assumptions surrounding unobservable inputs including the underlying equity value, expected volatility of the underlying equity, risk free interest rate and the expected term. The Company records the change in the fair value of common stock warrants in change in fair value of warrant liability in the consolidated statements of operations. The fair value of the common stock warrant liability was estimated using the following assumptions: December 31, 2022 2021 Strike price $ 7.60 $ 7.60 Contractual term (years) 5.7 6.7 Volatility (annual) 112.4% 124.0% Risk-free rate 4.3% 1.4% Dividend yield (per share) 0.0% 0.0% |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 5—Balance Sheet Components Prepaid and Other Current Assets Prepaid and other current assets were comprised of the following (in thousands): December 31, 2022 2021 Prepaid insurance $291 $ 275 Security deposit 101 131 Angion Pty tax receivable 305 781 Other 246 498 Total prepaid and other current assets $943 $1,685 Property and Equipment, Net The Company's property and equipment, net was comprised of the following (in thousands): December 31, 2022 2021 Equipment $ 866 $ 866 Furniture and fixtures 34 34 Leasehold improvements 68 68 Total property and equipment 968 968 Less: accumulated depreciation (695) (517) Property and equipment, net $ 273 $ 451 Depreciation expense for the years ended December 31, 2022 and 2021 was $0.2 million and $0.1 million, respectively. Accrued Expenses Accrued expenses were comprised of the following (in thousands): December 31, 2022 2021 Accrued compensation $ 112 $1,274 Accrued restructuring (Note 10) 1,572 — Accrued direct research costs 774 1,196 Accrued operating expenses 111 749 Total accrued expenses $2,569 $3,219 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6—Stockholders' Equity Common Stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the Board of Directors. Treasury stock The retirement of treasury stock was recorded as a reduction of common stock and additional paid-in capital at the time such retirement was approved by our Board of Directors in October 2021. As of December 31, 2022 and 2021, no treasury stock was included in the consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 7—Stock-Based Compensation 2015 Plan In June 2019, the Company approved an Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) permitting the granting of incentive stock options, non-statutory stock options, restricted stock and other stock-based awards. Following the effectiveness of the 2021 Equity Incentive Plan (“2021 Plan”), the Company ceased making grants under the 2015 Plan. However, the 2015 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2015 Plan that cease to be subject to such awards by forfeiture or otherwise after the termination of the 2015 Plan will be available for issuance under the 2021 Plan. 2021 Plan On January 25, 2021, the Company's board of directors approved the 2021 Plan which permits the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to employees, directors, officers and consultants. On January 25, 2021, shares of common stock equal to 11% of the post-IPO capitalization were authorized for issuance under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022, by the lesser of 5% of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. As of December 31, 2022, 3,799,357 shares under the 2021 Plan remain available for future grants. Stock Options The fair value of each employee and non-employee stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model based on the following inputs: Year Ended December 31, 2022 2021 Risk-free interest rate 1.7% 0.7% Expected dividend yield — — Expected term in years 5.9 6.0 Expected volatility 70.8% - 72.5% 71.8% - 73.1% Each of these inputs is subjective and generally requires significant judgment. Expected Term—The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which is based on the mid-point between the contractual term and vesting period. Volatility—The Company determines volatility based on the historical volatilities of comparable publicly traded life science companies over a period equal to the expected term because it does not have sufficient trading history for its common stock price. The comparable companies were chosen based on the similar size, stage in the life cycle, or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding volatility on its own stock becomes available. Risk-Free Interest Rate—The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Dividend Yield—The Company has never paid and has no plans to pay any dividends on its common stock. Therefore, the Company has used an expected dividend yield of zero. Fair Value of Common Stock—For periods prior to the IPO, the Company determined the estimated fair value of its common stock using the Subject Company Transaction Method which includes the back-solve and scenario-based methods (Probability Weighted Expected Return Method) to arrive at estimated fair values. Subsequent to the IPO, the fair value was based on the closing price of the Company’s common stock on the grant date. The following table summarizes information and activity related to the Company’s stock options: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Total Intrinsic Value (in thousands) Outstanding as of December 31, 2021 4,230,162 $8.92 7.8 $— Options granted 2,257,100 1.93 Options forfeited (2,761,015) 6.73 Outstanding as of December 31, 2022 3,726,247 $6.30 7.0 $— Options vested and exercisable 2,493,026 $6.78 6.2 $— The aggregate intrinsic value in the above table is calculated as the difference between the estimated fair value of the Company's common stock price and the exercise price of the stock options. The weighted average grant date fair value per share for the stock option grants during the years ended December 31, 2022 and 2021 were $1.18 and $10.25, respectively. As of December 31, 2022, the total unrecognized compensation related to unvested stock option awards granted was $1.4 million, which the Company expects to recognize over a weighted-average period of approximately 2.5 Restricted Stock Units The Company's RSU activity for the year ended December 31, 2022 was as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Outstanding at December 31, 2021 17,504 $9.51 Vested (1,458) $9.51 Outstanding at December 31, 2022 16,046 $9.51 Performance-based Restricted Stock Units The Company had 556,530 PSUs outstanding that were granted in June 2019. Vesting of the PSUs is dependent upon the satisfaction of both a service condition and a performance condition, an initial public offering or a change of control, as defined in the 2015 Plan. As the IPO occurred in February 2021, the performance condition was met and 185,510 PSUs vested and were released upon the closing of the IPO. Another 185,510 PSUs vested and released in June 2021 and July 2022 upon the second and third anniversary of the grants, respectively, therefore, as of December 31, 2022, the Company had no PSUs outstanding. Stock-based Compensation Expense The following table summarizes the total stock-based compensation expense recorded in the consolidated statements of operations (in thousands): Year Ended December 31, 2022 2021 Research and development $(1,289) $ 5,898 General and administrative 2,174 6,143 Total $ 885 $12,041 The decrease in total stock-based compensation expense for the year ended December 31, 2022 is primarily due to the reversal of expense upon the forfeiture of awards in connection with the restructuring events that occurred on January 4, 2022 and July 25, 2022. See Note 10 for additional information. Employee Stock Purchase Plan In January 2021, the board of directors of the Company approved the Employee Stock Purchase Plan (the “ESPP”). The ESPP was effective on the date immediately prior to the effectiveness of the Company's registration statement relating to the IPO. A total of 390,000 shares of common stock were initially reserved for issuance under the ESPP. The offering period and purchase period will be determined by the Board of Directors. As of December 31, 2022, 689,583 shares under the ESPP remain available for purchase and no offerings had been authorized. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Outstanding [Abstract] | |
Warrants | Note 8—Warrants As of December 31, 2022 and 2021, the outstanding warrants to purchase the Company's common stock were comprised of the following: Classification Exercise Price Expiration Date Warrants at December 31, 2022 2021 Warrants issued with Conversion of Notes to Common Stock Equity $8.03 8/31/28 232,287 232,287 Warrants issued with Units in the Equity Offering Equity $8.03 8/31/28 875,034 875,034 Broker Warrants issued with Equity Offering Equity $0.01 8/31/25 1,297 1,297 Consultant Warrants Liability $7.60 8/31/28 39,505 39,505 Total Warrants 1,148,123 1,148,123 In accordance with ASC 815, the warrants classified as liabilities are recorded at fair value at the issuance date, with changes in the fair value recognized in the consolidated statements of operations at the end of each reporting period. Refer to Note 4 for changes in the fair value recognized during the periods reported. In accordance with ASC 815, the warrants classified as equity do not meet the definition of a derivative and are classified in stockholders' equity (deficit) in the consolidated balance sheets. There was no warrant activity during the year ended December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9—Commitments and Contingencies Operating Leases As of December 31, 2022, the Company continued to lease office and laboratory space in Uniondale, New York from NovaPark, a related party, under an agreement classified as an operating lease that expires on June 20, 2026. The Company's lease does not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Variable expenses generally represent the Company's share of the landlord's operating expenses, including management fees. The Company does not act as a lessor or have any leases classified as financing leases. In March 2023, the Company entered into a Surrender Agreement with NovaPark LLC which terminated its Uniondale, New York lease. See Note 15 for additional information. The Company leased office space in Fort Lee, New Jersey, comprising approximately 2,105 square feet for approximately $0.1 million per year, under a non-cancelable operating lease through March 31, 2022. However, this arrangement is excluded from the calculation of lease liabilities and right of use assets as its term is less than one year. The lease is subject to charges for common area maintenance and other costs. The Company did not renew the New Jersey lease after March 31, 2022. In July 2020, the Company entered into a lease for office furniture in San Francisco, California set to expire in July 2025, with an immaterial annual lease payment. In February 2021, the Company entered into a lease for clinical development and operations space in Newton, Massachusetts (the “Newton lease”), comprising approximately 6,157 square feet for approximately $0.2 million per year, under a non-cancelable operating lease through June 30, 2024. Pursuant to the Newton lease, the Company had 4 months of free rent starting from February 15, 2021 to June 14, 2021. The Company has one option to extend the term of the lease for 3 years with 9 months’ notice. As of December 31, 2022, the Company was no longer conducting operations in its leased facility in Newton, Massachusetts or Uniondale, New York. See Note 10 for additional information regarding the impairment charges the Company recorded in connection with the long-lived assets. The following table provides the components of the Company's rent expense (in thousands): For the Year Ended December 31, 2022 2021 Operating leases Operating lease cost $1,317 $1,142 Variable cost 350 473 Short-term lease rent expense 18 44 Total rent expense $1,685 $1,659 The following table summarizes quantitative information about the Company's operating leases (dollars in thousands): For the Year Ended December 31, 2022 2021 Operating cash outflows from operating leases $1,289 $1,179 Right-of-use assets exchanged for operating lease liabilities $ — $ 624 Weighted-average remaining lease term—operating leases (in years) 3.1 3.8 Weighted-average discount rate—operating leases 9.5% 10.1% As of December 31, 2022, maturities of lease liabilities were as follows (in thousands): Year Ended December 31, Amounts 2023 $1,305 2024 1,209 2025 1,104 2026 516 Total 4,134 Less present value discount (659) Operating lease liabilities $3,475 Financing obligation In 2021, the Company entered into a sale and leaseback arrangement with a third-party financing institution as a financing mechanism to fund certain of its capital expenditures primarily related to operating equipment, whereby the physical asset is sold concurrent with an agreement to lease the asset back. The initial leaseback term is 42 months starting from November 2021. The arrangement includes a renewal option as well as a repurchase option at fair value with a cap at the end of the term. The arrangement does not qualify as an asset sale as control of the equipment did not transfer to the third party and is accounted for as a failed sale-leaseback. Therefore, the Company accounts for the arrangement as a financing transaction and records the proceeds received as a financing obligation. The leased assets are included in property and equipment, net on the consolidated balance sheets and are subject to depreciation. During the year ended December 31, 2021, the Company received $0.3 million in connection with the sale and leaseback of certain equipment. In March 2023, the Company terminated its sale and leaseback arrangement with the third-party financing institution and exercised its repurchase option to buy back the previously leased assets. See Note 15 for additional information. The following table summarizes quantitative information about the Company's financing obligation (dollars in thousands): For the Year Ended December 31, 2022 Cash flow information: Payments of financing obligation Operating cash flows from financing obligation $ 36 Financing cash flows from financing obligation $ 58 Other information: Weighted-average remaining lease term (in years) 2.3 Weighted-average discount rate (in percent) 1.1% Carrying value of leased asset included in Property and Equipment, net $208 Depreciation associated with the leased asset $ 62 As of December 31, 2022, maturities of financing obligation were as follows (in thousands): Year Ended December 31, Amounts 2023 $ 94 2024 94 2025 31 Total $219 Litigation From time to time, the Company may be involved in legal proceedings, as well as demands, claims and threatened litigation, which arise in the normal course of its business or otherwise. Following announcement of the merger agreement with Elicio on January 17, 2023, and the filing of a Registration Statement on Form S-4 on February 13, 2023, a lawsuit was filed in the United States District Court for the Eastern District of New York on February 17, 2023 by a purported stockholder of Angion in connection with the proposed merger between Angion and Elicio. The lawsuit was captioned Klein Klein Klein Klein Klein The outcome of any additional future litigation is uncertain. Such litigation, if not resolved, could prevent or delay completion of the Merger and result in substantial costs to Angion, including any costs associated with the indemnification of directors and officers. One of the conditions to the completion of the Merger is the absence of any lawsuits or order from a governmental entity (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being completed, or from being completed within the expected timeframe. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect Angion’s business, financial condition, results of operations and cash flows. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is minimal. Paycheck Protection Program In April 2020, the Company received funds in the amount of $0.9 million pursuant to a loan under the Paycheck Protection Program of the 2020 CARES Act (“PPP”) administered by the Small Business Association. The loan has an interest rate of 1.0% and a term of 24 months. No payments were due for the first 16 months, although interest accrued, and monthly payments were due over the next 8 months to retire the loan plus accrued interest. Funds from the loan could only be used for certain purposes, including payroll, benefits, rent and utilities, and a portion of the loan used to pay certain costs were forgivable, all as provided by the terms of the PPP. The loan was evidenced by a promissory note, which contained customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. The SBA approved the Company's PPP Loan forgiveness application on May 26, 2021 for the entire principal amount of the PPP Loan and accrued interest. As a result, the Company recorded a gain on the forgiveness of the loan in the amount of $ 0.9 Employee Retention Credit (“ERC”) The Employee Retention Credit (“ERC”) under the CARES Act is a refundable tax credit which encourages businesses to keep employees on the payroll during the COVID-19 pandemic. Eligible employers could qualify for up to $5,000 of credit for each employee based on qualified wages paid after March 12, 2020 and before January 1, 2021. The Internal Revenue Service (“IRS”) subsequently issued Notice 2021-23 and Notice 2021-49 which collectively extended the ERC eligibility to cover qualified wages paid after December 31, 2020 and before January 1, 2022. Qualified wages are the wages paid to an employee for the time that the employee is not providing services due to an economic hardship, specifically, either (1) a full or partial suspension of operations by order of a governmental authority due to COVID-19, or (2) a significant decline in gross receipts. During the years ended December 31, 2022 and 2021, the Company received zero and $1.5 million, respectively for ERC and applied the benefit as a reduction to the payroll expenses in the consolidated statement of operations. |
Restructuring and Long-Lived As
Restructuring and Long-Lived Asset impairment | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Long-Lived Asset impairment | Note 10—Restructuring and Long-Lived Asset impairment Severance and Benefit Expense On January 4, 2022, the Company announced a reduction in force impacting somewhat less than half of its employees. The Company’s decision to engage in this reduction resulted from an assessment of its internal resource needs, given the results of the Phase 3 study of ANG-3777 in patients at risk for delayed graft function (DGF) would likely not support a regulatory approval in that population and the Phase 2 study in acute kidney injury associated with cardiac surgery involving cardiopulmonary bypass (CSA-AKI) would not support a Phase 3 trial in that indication. This reduction was a cost-cutting measure across the organization to support the Company’s 2022 primary focus on the clinical development of its investigational asset ANG-3070, a highly selective, oral tyrosine kinase receptor inhibitor in development as a treatment for fibrotic diseases, as well as advancing preclinical assets to IND-enabling studies. In connection with the reduction in force, the Company incurred termination costs, which include severance, benefits, and related costs of approximately $3.2 million for the year ended December 31, 2022, which were recorded in restructuring expense on the consolidated statement of operations. The Company paid $2.4 million during the year ended December 31, 2022 and expects to pay the remaining $0.8 million on or before September 2023. On July 25, 2022, the Company announced a process to explore strategic options for enhancing and preserving shareholder value (the “2022 Strategic Realignment”). Potential strategic options to be explored or evaluated as part of the process may include, but are not limited to merger, reverse merger, other business combination, sale of assets, licensing, or other strategic transactions. In connection with the 2022 Strategic Realignment, the Company also announced the discontinuation of development of ANG-3070 for all indications and the discontinuation of most other development activities pending conclusion of the strategic process. In connection with the foregoing, the Company also announced an additional reduction in force of the majority of its 37 employees. This reduction in force, completed in 2022, is a cash preservation measure and impacts employees across the organization. In connection with the reduction in force, the Company recorded a charge of $3.0 million in restructuring expense on the consolidated statement of operations of which $2.2 million was paid during the year ended December 31, 2022 and the remaining $0.8 million was paid in first quarter of 2023. These charges are primarily one-time termination benefits payable in cash. Long-Lived Asset Impairment The significant cut in the number of employees from the reduction in force announced on July 25, 2022 and the Company’s suspension of certain of its operations in deference to its 2022 Strategic Realignment impacted the Company’s use of its leased facilities. As of December 31, 2022, the Company was no longer conducting operations in its Newton, Massachusetts facility or its leased facility in Uniondale, New York, other than to store equipment. The Company determined that the right-of-use assets related to each facility were impaired. As a result, the Company recognized an impairment of $3.0 million related to the leases to write down the right-of-use assets to their fair value. The Company has currently suspended clinical development activities in anticipation of the announced merger, and does not have any products approved for sale and has not generated any revenue from product sales since its inception and does not expect to generate revenue from product sales unless it successfully develops, and Angion or its collaborators commercialize, its product candidates, which the Company does not expect to occur in the near future, if ever. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11—Income Taxes The Company recognized an insignificant amount of income tax provision for the year ended December 31, 2022 and December 31, 2021. The difference between the Company's effective tax rate of 0% and the U.S. federal statutory tax rate of 21% is largely due to the Company's net operating losses, which are offset by the corresponding valuation allowance. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred assets. At such time as it is determined that it is more likely than not that the deferred tax asset will be realized, the valuation allowance will be reduced. Losses before income taxes includes the following components: Year Ended December 31, 2022 2021 United States $(38,302) $(53,547) Foreign (496) (1,026) Total $(38,798) $(54,573) The provision for income taxes provision (benefit) for the years ended December 31, 2022 and 2021 consists of the following (in thousands): December 31, 2022 2021 Current: Federal $ — $ — United States 11 — Foreign — — Total Current 11 — Deferred Federal (6,710) (5,460) State (699) (4,779) Change in valuation allowance 7,409 10,239 Total Deferred — — Total tax provision $ 11 $ — The reconciliations between the federal statutory income tax rate and the Company's effective income tax rate were as follows: Year Ended December 31, 2022 2021 Federal statutory income tax rate 21.0% 21.0% Stock compensation (2.3)% (2.3)% Foreign rate differential (0.3)% (0.1)% Interest —% (4.3)% R&D and other tax credit changes 1.4% 2.8% Permanent items (0.3)% (7.3)% Global Intangible Low-Taxed Income (0.3)% —% Nontaxable Income —% 0.3% Change in valuation allowance (19.2)% (10.1)% Effective income tax rate 0.0% 0.0% Significant components of the Company's deferred tax asset at December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 32,659 $ 29,211 R&D and other tax credit carryovers 7,444 6,752 Lease liability 879 1,224 Stock-based compensation 1,005 3,070 Accrued compensation and other expenses 149 536 Fixed assets 5,020 — Total deferred tax assets 47,156 40,793 Deferred tax liabilities Fixed assets — (37) Right of use assets (38) (1,046) Valuation allowance (47,118) (39,710) Deferred tax assets, net of allowance $ — $ — As of December 31, 2022, the Company has federal net operating loss carryforwards of approximately $133.5 million available to reduce future taxable income, if any, for federal income tax purposes. Approximately $9.6 million of federal net operating losses can be carried forward to future tax years and begin to expire in 2035. The federal net operating losses generated for the years beginning after December 31, 2017, approximately $123.8 million in total, can be carried forward indefinitely. The NOL carryforward may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax respectively. In general, an ownership change as defined by Section 382 and 383, results from the transactions increasing ownership of certain stockholders or public groups in the stock of the corporation of more than 50 percentage points over a three-year period. The Company has not completed a Section 382 and 383 analysis to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company's formation due to the complexity and cost associated with such study and the fact there may be additional such ownership changes in the future. If a change in ownership were to have occurred or occurs in the future, the NOL and tax credits carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company's effective tax rate. The Company files income tax returns in the United States, California, Massachusetts, New York and New Jersey. Due to the Company's losses incurred, the Company is subject to the income tax examination by authorities since inception. The Company's policy is to recognize interest expense and penalties related to income tax matters as tax expense. As of December 31, 2022 and 2021, there were no significant accruals for interest related to unrecognized tax benefits or tax penalties. At December 31, 2022, the Company's reserve for unrecognized tax benefits is approximately $4.3 million. Due to the full valuation allowance at December 31, 2022, current adjustments to the unrecognized benefits will have no impact to the Company's effective income tax rate. Reconciliation of uncertain tax positions as of December 31, 2022 and 2021 was as follows (in thousands): December 31, 2022 2021 Beginning Balance $3,675 $2,579 Additions Additions for current year 386 1,073 Additions for prior years 246 23 Ending Balance $4,307 $3,675 Total amount of unrecognized tax benefits, if recognized, would affect the effective tax rate was as follows (in thousands): December 31, 2022 2021 Unrecognized benefits that would affect the effective tax rate $ — $ — Unrecognized benefits that would not affect the effective tax rate 4,307 3,675 Total unrecognized benefits $4,307 $3,675 The Company does not anticipate material changes to its uncertain tax positions for the next twelve months. In conjunction with the 2018 Act that amends the Internal Revenue Code that reduced the U.S. corporate tax rate from 35% to 21% effective January 1, 2018 and modified policies, credits, and deductions (the “Tax Act”), the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The Company has completed its evaluation and determined that there was no net impact on the Company's consolidated financial statements for the years ended December 31, 2022 and 2021 as the corresponding adjustment was made to the valuation allowance. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 12—Employee Benefit Plan Employee Benefit Plan The Company sponsors a retirement savings plan that is intended to qualify for favorable tax treatment under Section 401(a) of the Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. No minimum benefit is provided under the plan. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. Contributions, subject to established limits, are matched at a dollar for dollar rate up to 3% of an individual’s earnings and fifty cents on the dollar on the next 4-5% of earnings. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13—Net Loss Per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders, which excludes shares which are legally outstanding but subject to repurchase by the Company (in thousands, except share and per share data): Year Ended December 31, 2022 2021 Numerator Net loss attributable to common stockholders $ (38,807) $ (54,573) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 30,040,703 28,244,825 Net loss per share attributable to common stockholders, basic and diluted $ (1.29) $ (1.93) The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: December 31, 2022 2021 Shares issuable upon exercise of stock options 3,726,247 4,230,162 Shares issuable upon the exercise of warrants 1,148,123 1,148,123 Non-vested shares under restricted stock grants 16,046 203,015 Total 4,890,416 5,581,300 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14—Related Party Transactions On February 25, 2022, the Company entered into a Separation Agreement with Itzhak D. Goldberg, M.D., who formerly served as Executive Chairman and Chief Scientific Officer and currently serves as a director and Chairman Emeritus on the Company’s board of directors. Pursuant to the terms of the Separation Agreement, Dr. Goldberg will receive severance benefits of approximately $1.2 million. As of December 31, 2022, $0.4 million has been paid and the remaining $0.8 million is expected to be paid and on or before September 2023. Under the 2015 Plan and 2021 Plan, Dr. Goldberg has vested his PSUs and stock options and will have the right to exercise vested stock options as long as he remains in continuous service as a director on the board of directors. On March 1, 2022, the Company entered into a Separation Agreement with Elisha Goldberg, former employee and son of Itzhak D. Goldberg, M.D. Pursuant to the terms of the Separation Agreement, Mr. Goldberg will receive severance benefits of approximately $0.5 million. As of December 31, 2022, $0.4 million has been paid and the remaining $0.1 million is expected to be paid and on or before March 2023. Mr. Goldberg had the right to exercise vested stock options he had received under the 2015 Plan or 2021 Plan for an extended period of 11 months, until December 31, 2022. None of the vested stock options were exercised by Mr. Goldberg. Ohr Investment In a series of investments in November 2013 and July 2017, the Company invested a total of $150,000 to acquire a membership interest in Ohr Cosmetics, LLC (“Ohr”), an affiliated company. The Company owns and the family of the Company's director and Chairman Emeritus owns approximately 2.4% and 78.7%, respectively, of the membership interests in Ohr. The Chairman Emeritus’s son is the manager of Ohr. In addition, the Company’s President and Chief Executive Officer and director, and Mr. Ganzi, and the Company’s Lead Independent Director, each own approximately 1.6% of the membership interests in Ohr. In November 2013, the Company granted Ohr an exclusive worldwide license, with the right to sublicense, under the Company's patent rights covering one of the Company's CYP26 inhibitors, ANG-3522, for the use in treating conditions of the skin or hair. Sublicensees may not grant further sublicenses under the Company's patent rights other than to affiliates of such sublicensees and entities with which sublicensees are collaborating for the research, development, manufacture and commercialization of the products. Ohr will pay the Company a royalty at a rate in the low single digits on gross revenue of products incorporating ANG-3522, and milestone payments potentially totaling up to $9.0 million based on achievement of sales milestones. Royalties and milestone payments will be paid until the later of 15 years from the first commercial sale of a licensed product or the last to expire licensed patent rights. The royalty rate is subject to adjustments under certain circumstances. The Company believes that the Ohr License was made on terms no less favorable to the Company than those that the Company could obtain from unaffiliated third parties. No revenue from this license agreement was recognized for the years presented. NovaPark Investment and Lease As of December 31, 2022, the Company had a 10% interest in NovaPark. Members of the Company's Chairman Emeritus’s immediate family own a majority of the membership interests of NovaPark. The Company accounts for its aggregate 10% investment in NovaPark under the equity method. In March 2023, the Company entered into a Membership Interest Redemption Agreement with NovaPark which resulted in the relinquishment of its related party interest in NovaPark. See Note 15 for additional information. The following table provides the activity for the NovaPark investment for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Beginning balance $573 $672 Losses of equity method investment 151 (96) Distribution from NovaPark — (3) Ending balance $724 $573 As of December 31, 2022, the Company continued to rent office and laboratory space in Uniondale, New York from NovaPark under a lease that expires June 20, 2026. The Company recorded rent expense for fixed lease payments of $1.3 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively. The Company recorded rent expense for variable expenses related to the lease of $0.4 million and $0.5 million for the years ended December 31, 2022 and 2021, respectively. See Note 9 for additional information. As of December 31, 2022, the Company was no longer conducting operations in its leased facility in Uniondale, New York. See Note 10 for additional information regarding the impairment charge the Company recorded in connection with lease facility. In March 2023, the Company entered into a Surrender Agreement with NovaPark which resulted in the termination of its Uniondale, New York lease for a termination fee. See Note 15 for additional information. Consultant Fees The Company paid consulting fees under an agreement with the wife of the director and Chairman Emeritus of the Company for Company management services. Consultant fees paid to the wife were immaterial in the years ended December 31, 2022 and 2021, respectively. This consultant agreement was terminated in February 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15—Subsequent Events In January 2023, in connection with the execution of the Merger Agreement, Angion made a bridge loan to Elicio pursuant to a note purchase agreement and promissory notes up to an aggregate principal amount of $12.5 million, issued with a 20% original issue discount, with an initial closing held substantially concurrently with the execution of the Merger Agreement for a principal amount of $6.25 million on account of a $5.0 million loan and an additional closing for a principal amount of $6.25 million on account of a $5.0 million loan to be issued upon delivery by Elicio to Angion of certain financial statements. In March 2023, Angion terminated its sale and leaseback arrangement with a third-party financing institution that funded certain of its capital expenditures primarily related to operating equipment. The Company also exercised its repurchase option to buy back the previously leased assets for $0.2 million. In March 2023, Angion also entered into a Surrender Agreement with NovaPark which terminated the Agreement of Lease, dated as of June 21, 2011, as amended, of it’s office and laboratory space in Uniondale, New York (the “Property”, see Note 9) for a termination fee of $3.03 million and entered into a Membership Interest Redemption Agreement with NovaPark to relinquish its 10% membership interest in NovaPark, accounted as Investment in Related Parties in our Consolidated Balance Sheets. The Surrender Agreement also provides that no other rent or charges will be due from the Company with respect to any period prior to or subsequent to the surrender of the Property to NovaPark, thereby relieving Angion of lease payments equal to approximately $3.86 million, plus other amounts for facility fees and utilities with respect to the Property. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its wholly owned subsidiary, Angion Biomedica Europe Limited, which was dissolved on March 16, 2021, and its wholly owned subsidiary, Angion Pty Ltd., which was established on August 22, 2019. The Company established Angion Pty Ltd., an Australian subsidiary, for the purpose of qualifying for research credits for studies conducted in Australia. All significant intercompany balances and transactions have been eliminated in consolidation. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to the useful lives of long-lived assets, fair value of the long-lived assets, the measurement of stock-based compensation, change in fair value of warrant liabilities prior to IPO, accruals for research and development activities, income taxes and revenue recognition. The Company bases its estimates on historical experience and on other relevant assumptions that are reasonable under the circumstances. Actual results could materially differ from those estimates. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The United States Dollar (“USD”) is the functional currency for the Company’s operations outside the United States. Accordingly, nonmonetary assets and liabilities originally acquired or assumed in other currencies are recorded in USD at the exchange rates in effect at the date they were acquired or assumed. Monetary assets and liabilities denominated in other currencies are translated into USD at the exchange rates in effect at the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss) in the consolidated statements of operations. Gains and losses realized from non-USD transactions, including intercompany balances not considered as permanent investments, denominated in currencies other than an entity’s functional currency are included in other income (expense) in the accompanying consolidated statements of operations. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company maintains its cash equivalents in securities and money market funds with original maturities less than three months. Substantially all of the Company's cash and cash equivalents are held at Silicon Valley Bank (SVB), and the amounts frequently exceed federally insured limits. On March 10, 2023, the Federal Deposit Insurance Corporation (FDIC) announced that SVB had been closed by the California Department of Financial Protection and Innovation. The United States Department of the Treasury announced in a joint statement with the Federal Reserve and FDIC that depositors of SVB will have access to all of their money starting March 13, 2023, including funds exceeding federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents. If the Company is unable to access its cash and cash equivalents as needed, its financial position and ability to operate its business will be adversely affected. Additionally, the Company established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity. The Company has no financial instruments with off-balance sheet risk of loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 2022 and 2021, the Company’s cash equivalents were held in institutions in the United States and included deposits in a money market fund which were unrestricted as to withdrawal or use. |
Grants Receivable | Grants Receivable Grants receivable is comprised of unbilled amounts due from various grants from the National Institutes of Health (“NIH”) and other U.S. government agencies for costs incurred prior to the period end under reimbursement contracts. All amounts are readily available for draw from the Federal Government Payment Management System and, accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. |
Property and Equipment | Property and Equipment Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over their estimated useful lives as follows: Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or lease term Normal repairs and maintenance costs are expensed as incurred. |
Restructuring and Long-Lived Asset Impairment | Restructuring and Long-Lived Asset Impairment Restructuring charges The Company recognizes restructuring charges related to reorganization plans that have been committed by management. In connection with these activities, the company records restructuring charges at fair value for one-time employee termination benefits on the communication date from management to the employees provided that management has committed to a plan of termination, the plan identifies the employees and their expected termination dates, the details of termination benefits are complete, and it is unlikely that changes to the plan will be made or the plan will be withdrawn. For one-time employee terminations benefits, the Company recognizes the liability in full on the communication date when future services are not required or amortize the liability ratably over the service period, if required. The fair value of termination benefits reflects our estimates of expected utilization of certain Company-funded post-employment benefits. See Note 10 for additional information on the severance expenses recognized for employees terminated in connection with reductions in force. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The impairment losses as of December 31, 2022 and 2021 were $3.0 million and zero |
Fair Value Measurement | Fair Value Measurement Certain assets and liabilities are carried at fair value under GAAP. Fair value is determined using the principles of ASC 820, Fair Value Measurement. Fair value is described as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable market data. Level 3: Unobservable inputs. The inputs used to measure the fair value of an asset or a liability are categorized within levels of the fair value hierarchy. The fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the measurement. The Company's cash and cash equivalents, accounts payable and accrued expenses are carried at cost, which approximates fair value due to the short-term nature of these instruments. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance leases, and are recorded on the consolidated balance sheets as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company's incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use assets and lease liabilities, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. |
Investments in Related Party Entities | Investments in Related Party Entities The Company holds a 10% and a 2.4% interest in two entities, NovaPark, LLC (“NovaPark”) and Ohr Cosmetics, LLC (“Ohr”), respectively. There is common ownership between the Director and Chairman Emeritus of the Company and each entity, and our Chief Executive Officer and the Company’s Lead Independent Director of the Board each own approximately 1.6% of the membership interests in Ohr. See Note 14. In accordance with ASC 323, Investments —Equity Method and Joint Ventures, the Company has significant influence but not control over NovaPark as its ownership in the limited liability company exceeds 3-5%. Accordingly, the Company records the NovaPark investment under the equity method of accounting. The Ohr investment is recorded at cost. In March 2023, the Company entered into a Membership interest redemption Agreement with NovaPark which resulted in the relinquishment of its interest in NovaPark. See Note 15. |
Warrant Liability | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability, in accordance with ASC 815, Derivatives and Hedging, at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each reporting period until exercised, and any change in fair value is recognized in the consolidated statements of operations as a component of other income (expense). The fair value of the warrants issued by the Company has been estimated using a variant of the Black Scholes option pricing model. The underlying equity included in the Black Scholes option pricing model was valued based on the closing price of common stock at each measurement date. |
Treasury Stock | Treasury Stock The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These shares are classified as treasury stock, which is a reduction to stockholders' equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. All outstanding treasury shares were retired in October 2021 upon approval by the Board of Directors. |
Revenue | Revenue The Company does not have any products approved for sale and has not generated any revenue from product sales. The Company’s revenue to date has been primarily derived from government funding consisting of U.S. government grants and contracts, and revenue under its license agreements. Contract Revenue The Company accounts for revenue earned from contracts with customers under Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (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 performance obligations in the contract; and (5) Recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract, whether each promised good or service is distinct, and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. The Company enters into agreements under which it may obtain upfront payments, milestone payments, royalty payments and other fees. Promises under these arrangements may include research licenses, research services, including selection campaign research services for certain replacement targets, the obligation to share information during the research and the participation of alliance managers and in joint research committees, joint patent committees and joint steering committees. The Company assesses these promises within the context of the agreements to determine the performance obligations. Licenses of Intellectual Property : If a license to its intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring proportional performance for purposes of recognizing revenue from non-refundable, upfront payments. The Company evaluates the measure of proportional performance each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments : The Company evaluates whether the regulatory and development milestones are considered probable of being reached and estimate the amounts to be included in the transaction price using the most likely amount method. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones and any related constraint, and if necessary, adjust the estimate of the overall transaction price. Sales-based milestones and royalties : For sales-based royalties, including milestone payments based on the level of sales, the Company determines whether the sole or predominant item to which the royalties relate is a license. When the license is the sole or predominant item to which the sales-based royalty relates, the Company recognize revenue at the later of: (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any sales-based royalty revenue resulting from any license agreement. Deferred revenue , which is a contract liability, represents amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount expected to be recognized within one year from the consolidated balance sheet date based on the estimated performance period of the underlying performance obligation. The noncurrent portion of deferred revenue represents amounts expected to be recognized after one year through the end of the performance period of the performance obligation. Grant Revenue The Company concluded that the Company's government grants are not within the scope of ASC Topic 606 as they do not meet the definition of a contract with a customer. The Company has concluded that the grants meet the definition of a contribution and are non-reciprocal transactions, and has also concluded that Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition In the absence of applicable guidance under GAAP, the Company developed a policy for the recognition of grant revenue when the allowable costs are incurred and the right to payment is realized. The Company believes this policy is consistent with the overarching premise in ASC Topic 606, to ensure that revenue recognition reflects the transfer of promised goods or services to customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services, even though there is no exchange as defined in ASC Topic 606. The Company believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC Topic 606. |
Research and Development | Research and Development Research and development costs include, but are not limited to, payroll and personnel expenses, laboratory supplies, preclinical studies, compound manufacturing costs, consulting costs and allocated overhead, including rent, equipment, depreciation and utilities. Research and development cost maybe offset by research and development refundable tax rebates received by our wholly-owned Australian subsidiary. The Company has agreements with various Contract Research Organizations (“CROs”) and third-party vendors. Research and development accruals of amounts due to the CRO are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on the consolidated balance sheet. Payments made to CROs under such arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. The Company makes judgments and estimates in determining the accrued expenses balance in each reporting period. As actual costs become known, the Company adjusts its accrued expenses. For the years ended December 31, 2022 and 2021, the Company has not experienced any material differences between accrued costs and actual costs incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based payments to employees and non-employees, including grants of stock options, RSAs, RSUs, including “PSUs” to be recognized in the financial statements, based on their respective grant date fair values. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The RSAs, RSUs and PSUs are valued based on the fair value of the Company's common stock on the date of grant. The assumptions used in calculating the fair value of stock-based awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment. The Company records expense for stock-based compensation related to stock options, RSAs and RSUs over the requisite service period. As the PSUs have a performance condition, compensation expense is recognized for each vesting tranche over the respective requisite service period of each tranche if and when the Company's management deems probable that the performance conditions will be satisfied. The Company may recognize a cumulative true-up adjustment related to PSUs once a condition becomes probable of being satisfied if the related service period had commenced in a prior period. All share-based compensation costs are recorded in general and administrative or research and development expenses in the consolidated statements of operations based upon the respective employee’s or non-employee's role within the Company. Forfeitures are recorded as they occur. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share excludes the potential impact of convertible preferred stock, common stock options, warrants and unvested shares of restricted stock and restricted stock units because their effect would be anti-dilutive due to the Company's net loss. Since the Company had net losses for the years ended December 31, 2022 and 2021, basic and diluted net loss per common share are the same. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss represents the net loss for the period and other comprehensive income. Other comprehensive income reflects certain gains and losses that are recorded as a component of stockholders’ deficit and are not reflected in the statements of operations. The Company’s other comprehensive income consists of foreign currency translation adjustments. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In November 2021, the FASB issued Accounting Standards Update (ASU) 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. ASU 2021-10 requires business entities to disclose, in notes to their financial statements, information about certain types of government assistance they receive. ASU 2021-10 also adds a new Topic 832, Government Assistance, to the FASB’s Codification. ASU 2021-10 is effective for financial statements of all entities, including private companies, for annual periods beginning after December 15, 2021, with early application permitted. The Company adopted this standard as of January 1, 2021, which did not have material impact on its consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (ASU No. 2016-13), which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial assets and certain other instruments, including but not limited to available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. As an emerging growth company, ASU No. 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU No. 2016-13 on its consolidated financial statements and does not believe there will be an material impact on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment, Net | Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over their estimated useful lives as follows: Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table classifies the Company's financial assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2022 and 2021 (in thousands): Fair Value Measured at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Money market funds (1) $9,860 $— $— $9,860 Total assets $9,860 $— $— $9,860 Warrants liabilities $ — $— $19 $ 19 Total Liabilities $ — $— $19 $ 19 Fair Value Measured at December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Money market funds (1) $87,252 $— $ — $87,252 Total assets $87,252 $— $ — $87,252 Warrant liabilities $ — $— $114 $ 114 Total liabilities $ — $— $114 $ 114 (1) Included in cash and cash equivalents on the consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a summary of changes in the fair value of the Company’s common stock warrant liability (in thousands): As of December 31, 2022 As of December 31, 2021 Balance, beginning of period $114 $ 10,704 Net exercise of warrants — (13,509) Change in fair value (95) 2,919 Balance, end of period $ 19 $ 114 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The fair value of the common stock warrant liability was estimated using the following assumptions: December 31, 2022 2021 Strike price $ 7.60 $ 7.60 Contractual term (years) 5.7 6.7 Volatility (annual) 112.4% 124.0% Risk-free rate 4.3% 1.4% Dividend yield (per share) 0.0% 0.0% |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets were comprised of the following (in thousands): December 31, 2022 2021 Prepaid insurance $291 $ 275 Security deposit 101 131 Angion Pty tax receivable 305 781 Other 246 498 Total prepaid and other current assets $943 $1,685 |
Schedule of Property and Equipment, Net | The Company's property and equipment, net was comprised of the following (in thousands): December 31, 2022 2021 Equipment $ 866 $ 866 Furniture and fixtures 34 34 Leasehold improvements 68 68 Total property and equipment 968 968 Less: accumulated depreciation (695) (517) Property and equipment, net $ 273 $ 451 |
Schedule of Accrued Expenses | Accrued expenses were comprised of the following (in thousands): December 31, 2022 2021 Accrued compensation $ 112 $1,274 Accrued restructuring (Note 10) 1,572 — Accrued direct research costs 774 1,196 Accrued operating expenses 111 749 Total accrued expenses $2,569 $3,219 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards | The fair value of each employee and non-employee stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model based on the following inputs: Year Ended December 31, 2022 2021 Risk-free interest rate 1.7% 0.7% Expected dividend yield — — Expected term in years 5.9 6.0 Expected volatility 70.8% - 72.5% 71.8% - 73.1% |
Schedule of Share Option Activity | The following table summarizes information and activity related to the Company’s stock options: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Total Intrinsic Value (in thousands) Outstanding as of December 31, 2021 4,230,162 $8.92 7.8 $— Options granted 2,257,100 1.93 Options forfeited (2,761,015) 6.73 Outstanding as of December 31, 2022 3,726,247 $6.30 7.0 $— Options vested and exercisable 2,493,026 $6.78 6.2 $— |
Schedule of Restricted Stock and RSU Activity | The Company's RSU activity for the year ended December 31, 2022 was as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Outstanding at December 31, 2021 17,504 $9.51 Vested (1,458) $9.51 Outstanding at December 31, 2022 16,046 $9.51 |
Schedule of Components of Stock-Based Compensation Expense | The following table summarizes the total stock-based compensation expense recorded in the consolidated statements of operations (in thousands): Year Ended December 31, 2022 2021 Research and development $(1,289) $ 5,898 General and administrative 2,174 6,143 Total $ 885 $12,041 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Outstanding [Abstract] | |
Schedule of Outstanding Warrants | As of December 31, 2022 and 2021, the outstanding warrants to purchase the Company's common stock were comprised of the following: Classification Exercise Price Expiration Date Warrants at December 31, 2022 2021 Warrants issued with Conversion of Notes to Common Stock Equity $8.03 8/31/28 232,287 232,287 Warrants issued with Units in the Equity Offering Equity $8.03 8/31/28 875,034 875,034 Broker Warrants issued with Equity Offering Equity $0.01 8/31/25 1,297 1,297 Consultant Warrants Liability $7.60 8/31/28 39,505 39,505 Total Warrants 1,148,123 1,148,123 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Rent Expense | The following table provides the components of the Company's rent expense (in thousands): For the Year Ended December 31, 2022 2021 Operating leases Operating lease cost $1,317 $1,142 Variable cost 350 473 Short-term lease rent expense 18 44 Total rent expense $1,685 $1,659 |
Schedule of Quantitative Information Regarding NovaPark Operating Leases | The following table summarizes quantitative information about the Company's operating leases (dollars in thousands): For the Year Ended December 31, 2022 2021 Operating cash outflows from operating leases $1,289 $1,179 Right-of-use assets exchanged for operating lease liabilities $ — $ 624 Weighted-average remaining lease term—operating leases (in years) 3.1 3.8 Weighted-average discount rate—operating leases 9.5% 10.1% |
Schedule of Maturities of Lease Liabilities | As of December 31, 2022, maturities of lease liabilities were as follows (in thousands): Year Ended December 31, Amounts 2023 $1,305 2024 1,209 2025 1,104 2026 516 Total 4,134 Less present value discount (659) Operating lease liabilities $3,475 |
Schedule of Quantitative Information About the Financing Obligation | The following table summarizes quantitative information about the Company's financing obligation (dollars in thousands): For the Year Ended December 31, 2022 Cash flow information: Payments of financing obligation Operating cash flows from financing obligation $ 36 Financing cash flows from financing obligation $ 58 Other information: Weighted-average remaining lease term (in years) 2.3 Weighted-average discount rate (in percent) 1.1% Carrying value of leased asset included in Property and Equipment, net $208 Depreciation associated with the leased asset $ 62 |
Schedule of Maturities of Financing Obligation | As of December 31, 2022, maturities of financing obligation were as follows (in thousands): Year Ended December 31, Amounts 2023 $ 94 2024 94 2025 31 Total $219 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Losses before income taxes includes the following components: Year Ended December 31, 2022 2021 United States $(38,302) $(53,547) Foreign (496) (1,026) Total $(38,798) $(54,573) |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes provision (benefit) for the years ended December 31, 2022 and 2021 consists of the following (in thousands): December 31, 2022 2021 Current: Federal $ — $ — United States 11 — Foreign — — Total Current 11 — Deferred Federal (6,710) (5,460) State (699) (4,779) Change in valuation allowance 7,409 10,239 Total Deferred — — Total tax provision $ 11 $ — |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliations between the federal statutory income tax rate and the Company's effective income tax rate were as follows: Year Ended December 31, 2022 2021 Federal statutory income tax rate 21.0% 21.0% Stock compensation (2.3)% (2.3)% Foreign rate differential (0.3)% (0.1)% Interest —% (4.3)% R&D and other tax credit changes 1.4% 2.8% Permanent items (0.3)% (7.3)% Global Intangible Low-Taxed Income (0.3)% —% Nontaxable Income —% 0.3% Change in valuation allowance (19.2)% (10.1)% Effective income tax rate 0.0% 0.0% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company's deferred tax asset at December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 32,659 $ 29,211 R&D and other tax credit carryovers 7,444 6,752 Lease liability 879 1,224 Stock-based compensation 1,005 3,070 Accrued compensation and other expenses 149 536 Fixed assets 5,020 — Total deferred tax assets 47,156 40,793 Deferred tax liabilities Fixed assets — (37) Right of use assets (38) (1,046) Valuation allowance (47,118) (39,710) Deferred tax assets, net of allowance $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | Reconciliation of uncertain tax positions as of December 31, 2022 and 2021 was as follows (in thousands): December 31, 2022 2021 Beginning Balance $3,675 $2,579 Additions Additions for current year 386 1,073 Additions for prior years 246 23 Ending Balance $4,307 $3,675 |
Schedule of Unrecognized Tax Benefits, If Recognized, Would Affect the Effective Tax Rate | Total amount of unrecognized tax benefits, if recognized, would affect the effective tax rate was as follows (in thousands): December 31, 2022 2021 Unrecognized benefits that would affect the effective tax rate $ — $ — Unrecognized benefits that would not affect the effective tax rate 4,307 3,675 Total unrecognized benefits $4,307 $3,675 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders, which excludes shares which are legally outstanding but subject to repurchase by the Company (in thousands, except share and per share data): Year Ended December 31, 2022 2021 Numerator Net loss attributable to common stockholders $ (38,807) $ (54,573) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 30,040,703 28,244,825 Net loss per share attributable to common stockholders, basic and diluted $ (1.29) $ (1.93) |
Schedule of Antidilutive Securities Excluded From Computation of Net Loss per Share | The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: December 31, 2022 2021 Shares issuable upon exercise of stock options 3,726,247 4,230,162 Shares issuable upon the exercise of warrants 1,148,123 1,148,123 Non-vested shares under restricted stock grants 16,046 203,015 Total 4,890,416 5,581,300 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Nova Park Investment Activity | The following table provides the activity for the NovaPark investment for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Beginning balance $573 $672 Losses of equity method investment 151 (96) Distribution from NovaPark — (3) Ending balance $724 $573 |
Description of the Business a_2
Description of the Business and Financial Condition (Details) | Feb. 09, 2021 USD ($) $ / shares shares | Feb. 01, 2021 | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 10, 2021 USD ($) shares |
Subsidiary, Sale of Stock [Line Items] | |||||
Stock split, conversion ratio | 1.55583 | ||||
Share price (in dollars per share) | $ / shares | $ 16 | ||||
Convertible notes payable | $ | $ 0 | ||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||
Cash and cash equivalents | $ | $ 50,487,000 | $ 88,756,000 | |||
Accumulated deficit | $ | $ 253,942,000 | $ 215,135,000 | |||
Convertible Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Convertible preferred stocks outstanding (in shares) | 0 | ||||
IPO and Private placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of common stock | $ | $ 107,000,000 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares sold in offering (in shares) | 5,750,000 | ||||
Private placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares sold in offering (in shares) | 1,562,500 | ||||
Proceeds from issuance of common stock | $ | $ 25,000,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares sold in offering (in shares) | 750,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) operatingSegment | Dec. 31, 2021 USD ($) | Mar. 15, 2023 | Feb. 28, 2023 entity | |
Property, Plant and Equipment [Line Items] | ||||
Number of operating segments | operatingSegment | 1 | |||
Impairment of leased assets | $ | $ 3,021,000 | $ 0 | ||
Subsequent Event | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of related party entities | entity | 2 | |||
Ohr Cosmetics, LLC | Chief Executive Officer | ||||
Property, Plant and Equipment [Line Items] | ||||
Family of the Executive Chairman investment, ownership percentage | 1.60% | |||
Ohr Cosmetics, LLC | Board of Directors | ||||
Property, Plant and Equipment [Line Items] | ||||
Family of the Executive Chairman investment, ownership percentage | 1.60% | |||
NovaPark | Subsequent Event | ||||
Property, Plant and Equipment [Line Items] | ||||
Equity method investment, ownership percentage | 10% | |||
NovaPark | Equity Method Investee | ||||
Property, Plant and Equipment [Line Items] | ||||
Equity method investment, ownership percentage | 10% | |||
NovaPark | Equity Method Investee | Subsequent Event | ||||
Property, Plant and Equipment [Line Items] | ||||
Equity method investment, ownership percentage | 10% | |||
Ohr Cosmetics, LLC | ||||
Property, Plant and Equipment [Line Items] | ||||
Investment, ownership percentage | 2.40% | |||
Ohr Cosmetics, LLC | Subsequent Event | ||||
Property, Plant and Equipment [Line Items] | ||||
Investment, ownership percentage | 2.40% | |||
Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful life | 5 years | |||
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful life | 3 years |
Revenue and Deferred Revenue (D
Revenue and Deferred Revenue (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 09, 2021 USD ($) | Nov. 30, 2020 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) performanceObligation | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Grant revenue | $ 0 | $ 806,000 | |||
Number of performance obligations | performanceObligation | 1 | ||||
Contract revenue | $ 2,301,000 | 27,506,000 | |||
Deferred revenue, current | $ 2,301,000 | $ 0 | $ 2,301,000 | ||
License | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract termination period, curable breach | 60 days | ||||
Contract termination period, incurable breach | 90 days | ||||
Vifor Pharma | License | |||||
Disaggregation of Revenue [Line Items] | |||||
Upfront and near-term milestone payment, entitled to receive | $ 60,000,000 | ||||
Contract with customer, liability | 30,000,000 | ||||
Equity securities | $ 30,000,000 | ||||
Post-approval milestone payment, entitled to receive | 260,000,000 | ||||
Sales-related milestone payment, entitled to receive | 1,585,000,000 | ||||
Total milestone payment, entitled to receive | $ 1,925,000,000 | ||||
Royalty rates (up to) | 40% | ||||
Contract with customer, revenue recognized | $ 15,000,000 | $ 15,000,000 | |||
Transaction price, percent of upfront payment | 50% | ||||
Vifor Pharma | License | IPO | |||||
Disaggregation of Revenue [Line Items] | |||||
Equity investment received | 5,000,000 | ||||
Vifor Pharma | License | Private placement | |||||
Disaggregation of Revenue [Line Items] | |||||
Equity investment received | $ 25,000,000 |
Fair Value Measurements- Schedu
Fair Value Measurements- Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair value measurements, recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | $ 9,860 | $ 87,252 |
Total assets | 9,860 | 87,252 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrants liabilities | 19 | 114 |
Total Liabilities | 19 | 114 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 9,860 | 87,252 |
Total assets | 9,860 | 87,252 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrants liabilities | 0 | 0 |
Total Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrants liabilities | 0 | 0 |
Total Liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrants liabilities | 19 | 114 |
Total Liabilities | $ 19 | $ 114 |
Fair Value Measurements- Sche_2
Fair Value Measurements- Schedule of Fair Value, Liabilities, Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Warrant Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 114 | $ 10,704 |
Net exercise of warrants | 0 | (13,509) |
Change in fair value | (95) | 2,919 |
Ending balance | $ 19 | $ 114 |
Fair Value Measurements- Sche_3
Fair Value Measurements- Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) - Significant Unobservable Inputs (Level 3) | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, contractual term | 5 years 8 months 12 days | 6 years 8 months 12 days |
Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 7,600 | 7.6 |
Volatility (annual) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.124 | 1.24 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.043 | 0.014 |
Dividend yield (per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Balance Sheet Components- Sched
Balance Sheet Components- Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid insurance | $ 291 | $ 275 |
Security deposit | 101 | 131 |
Angion Pty tax receivable | 305 | 781 |
Other | 246 | 498 |
Total prepaid and other current assets | $ 943 | $ 1,685 |
Balance Sheet Components- Sch_2
Balance Sheet Components- Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 968 | $ 968 |
Less: accumulated depreciation | (695) | (517) |
Property and equipment, net | 273 | 451 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 866 | 866 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 34 | 34 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 68 | $ 68 |
Balance Sheet Components- Narra
Balance Sheet Components- Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation | $ 178 | $ 91 |
Balance Sheet Components- Sch_3
Balance Sheet Components- Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation | $ 112 | $ 1,274 |
Accrued restructuring (Note 10) | 1,572 | 0 |
Accrued direct research costs | 774 | 1,196 |
Accrued operating expenses | 111 | 749 |
Total accrued expenses | $ 2,569 | $ 3,219 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) vote | Dec. 31, 2021 USD ($) | |
Equity [Abstract] | ||
Number of votes per share of common stock | vote | 1 | |
Treasury stock | $ | $ 0 | $ 0 |
Stock-Based Compensation- Narra
Stock-Based Compensation- Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2022 | Feb. 09, 2021 | Jan. 25, 2021 | Jul. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average grant date fair value per share for stock option grants (in dollars per share) | $ 1.18 | $ 10.25 | |||||||
Unrecognized compensation related to unvested stock option awards | $ 1.4 | ||||||||
Stock Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expected dividend yield | 0% | 0% | |||||||
Unrecognized compensation related to unvested stock option awards, period for recognition (in years) | 2 years 6 months | ||||||||
Performance-based Restricted Stock Units (PSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
PSUs outstanding that were granted (in shares) | 556,530 | ||||||||
PSUs vested and released (in shares) | 185,510 | 185,510 | 185,510 | ||||||
Non-option equity instruments outstanding (in shares) | 0 | ||||||||
Employee Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for future grants (in shares) | 689,583 | ||||||||
Shares reserved for future issuance (in shares) | 390,000 | ||||||||
Shares authorized for issuance (in shares) | 0 | ||||||||
2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Post-IPO capitalization rate | 11% | ||||||||
Percentage of outstanding stock | 5% | ||||||||
Shares available for future grants (in shares) | 3,799,357 |
Stock-Based Compensation- Sched
Stock-Based Compensation- Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards (Details) - Stock Option | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.70% | 0.70% |
Expected dividend yield | 0% | 0% |
Expected term in years | 5 years 10 months 24 days | 6 years |
Expected volatility, minimum | 70.80% | 71.80% |
Expected volatility, maximum | 72.50% | 73.10% |
Stock-Based Compensation- Sch_2
Stock-Based Compensation- Schedule of Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | 4,230,162 | |
Options granted (in shares) | 2,257,100 | |
Options forfeited (in shares) | (2,761,015) | |
Outstanding at end of period (in shares) | 3,726,247 | 4,230,162 |
Options vested and exercisable (in shares) | 2,493,026 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 8.92 | |
Options granted (in dollars per share) | 1.93 | |
Options forfeited (in dollars per share) | 6.73 | |
Outstanding at end of period (in dollars per share) | 6.3 | $ 8.92 |
Options vested and exercisable (in dollars per share) | $ 6.78 | |
Stock Option Activity, Additional Disclosures | ||
Options outstanding, weighted average remaining contractual life (in years) | 7 years | 7 years 9 months 18 days |
Options vested and exercisable, weighted average remaining contractual life (in years) | 6 years 2 months 12 days | |
Options outstanding, total intrinsic value | $ 0 | $ 0 |
Options vested and exercisable, total intrinsic value | $ 0 |
Stock-Based Compensation- Sch_3
Stock-Based Compensation- Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares of Restricted Stock and Restricted Stock Units Activity | ||
Outstanding at beginning of period (in shares) | 17,504 | |
Vested (in shares) | (1,458) | |
Outstanding at end of period (in shares) | 16,046 | |
Weighted Average Grant Date Fair Value Per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 9.51 | $ 9.51 |
Vested (in dollars per share) | 9.51 | |
Outstanding at end of period (in dollars per share) | $ 9.51 |
Stock-Based Compensation- Compo
Stock-Based Compensation- Components of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 885 | $ 12,041 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | (1,289) | 5,898 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 2,174 | $ 6,143 |
Warrants- Outstanding Warrants
Warrants- Outstanding Warrants (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 1,148,123 | 1,148,123 |
Warrants issued with Conversion of Notes to Common Stock, Equity | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price (in dollars per share) | $ 8.03 | |
Warrants outstanding (in shares) | 232,287 | 232,287 |
Warrants issued with Units in the Equity Offering, Equity | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price (in dollars per share) | $ 8.03 | |
Warrants outstanding (in shares) | 875,034 | 875,034 |
Broker Warrants issued with Equity Offering, Equity | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price (in dollars per share) | $ 0.01 | |
Warrants outstanding (in shares) | 1,297 | 1,297 |
Consultant Warrants, Liability | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price (in dollars per share) | $ 7.6 | |
Warrants outstanding (in shares) | 39,505 | 39,505 |
Commitments and Contingencies-
Commitments and Contingencies- Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 26, 2021 USD ($) | Feb. 28, 2021 USD ($) ft² option | Apr. 30, 2020 USD ($) | Mar. 31, 2022 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2021 | |
Lessee, Lease, Description [Line Items] | |||||||
Leaseback term | 42 months | ||||||
Proceeds from financing obligation | $ 0 | $ 302,000 | |||||
Gain upon debt extinguishment | $ 900,000 | 0 | 905,000 | ||||
CARES Act, Employee Retention Credit | $ 0 | $ 1,500,000 | |||||
Paycheck Protection Program, CARES Act | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Proceeds from loan from PPP | $ 900,000 | ||||||
New Jersey | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Area of office space (in sqft) | ft² | 2,105 | ||||||
Operating lease, payment per year | $ 100,000 | ||||||
Lease term | 1 year | ||||||
Massachusetts | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Area of office space (in sqft) | ft² | 6,157 | ||||||
Operating lease, payment per year | $ 200,000 | ||||||
Free rent expense period | 4 months | ||||||
Number of options to extend | option | 1 | ||||||
Renewal term | 3 years | ||||||
Notice period for option to extend | 9 months |
Commitments and Contingencies_2
Commitments and Contingencies- Schedule of Components of Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating leases | ||
Operating lease cost | $ 1,317 | $ 1,142 |
Variable cost | 350 | 473 |
Short-term lease rent expense | 18 | 44 |
Total rent expense | $ 1,685 | $ 1,659 |
Commitments and Contingencies_3
Commitments and Contingencies- Schedule of Quantitative Information about Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash outflows from operating leases | $ 1,289 | $ 1,179 |
Right-of-use assets exchanged for operating lease liabilities | $ 0 | $ 624 |
Weighted-average remaining lease term-operating leases (in years) | 3 years 1 month 6 days | 3 years 9 months 18 days |
Weighted-average discount rate-operating leases | 9.50% | 10.10% |
Commitments and Contingencies_4
Commitments and Contingencies- Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 1,305 |
2024 | 1,209 |
2025 | 1,104 |
2026 | 516 |
Total | 4,134 |
Less present value discount | (659) |
Operating lease liabilities | $ 3,475 |
Commitments and Contingencies_5
Commitments and Contingencies- Schedule Of Quantitative Information About The Financing Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating cash flows from financing obligation | $ 36 | |
Financing cash flows from financing obligation | $ 58 | $ 9 |
Weighted-average remaining lease term (in years) | 2 years 3 months 18 days | |
Weighted-average discount rate (in percent) | 1.10% | |
Carrying value of leased asset included in Property and Equipment, net | $ 273 | 451 |
Depreciation associated with the leased asset | 178 | $ 91 |
Leaseholds and Leasehold Improvements | ||
Lessee, Lease, Description [Line Items] | ||
Carrying value of leased asset included in Property and Equipment, net | 208 | |
Depreciation associated with the leased asset | $ 62 |
Commitments and Contingencies_6
Commitments and Contingencies- Schedule of Maturities of Financing Obligation (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 94 |
2024 | 94 |
2025 | 31 |
Total | $ 219 |
Restructuring and Long-Lived _2
Restructuring and Long-Lived Asset impairment (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 25, 2022 position | Mar. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Impairment of leased assets | $ 3,021,000 | $ 0 | |||
January 2022 Reduction | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | 3,200,000 | ||||
Payments for restructuring | 2,400,000 | ||||
January 2022 Reduction | Forecast | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments for restructuring | $ 800,000 | ||||
July 2022 Reduction | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | 3,000,000 | ||||
Payments for restructuring | $ 2,200,000 | ||||
Reduction in force | position | 37 | ||||
July 2022 Reduction | Forecast | Subsequent Event | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments for restructuring | $ 800,000 |
Income Taxes- Narrative (Detail
Income Taxes- Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision | $ 11 | $ 0 | |
Effective tax rate | 0% | 0% | |
Operating loss carryforwards | $ 133,500 | ||
Operating loss carryforward, subject to expiration | 9,600 | ||
Operating loss carryforward, not subject to expiration | 123,800 | ||
Unrecognized tax benefits | $ 4,307 | $ 3,675 | $ 2,579 |
Income Taxes- Schedule of Incom
Income Taxes- Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (38,302) | $ (53,547) |
Foreign | (496) | (1,026) |
Total | $ (38,798) | $ (54,573) |
Income Taxes- Schedule of Compo
Income Taxes- Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
United States | 11 | 0 |
Foreign | 0 | 0 |
Total Current | 11 | 0 |
Deferred | ||
Federal | (6,710) | (5,460) |
State | (699) | (4,779) |
Change in valuation allowance | 7,409 | 10,239 |
Total Deferred | 0 | 0 |
Total tax provision | $ 11 | $ 0 |
Income Taxes- Schedule of Effec
Income Taxes- Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
Stock compensation | (2.30%) | (2.30%) |
Foreign rate differential | (0.30%) | (0.10%) |
Interest | 0% | (4.30%) |
R&D and other tax credit changes | 1.40% | 2.80% |
Permanent items | (0.30%) | (7.30%) |
Global Intangible Low-Taxed Income | (0.30%) | 0% |
Nontaxable Income | 0% | 0.30% |
Change in valuation allowance | (19.20%) | (10.10%) |
Effective income tax rate | 0% | 0% |
Income Taxes- Schedule of Defer
Income Taxes- Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 32,659 | $ 29,211 |
R&D and other tax credit carryovers | 7,444 | 6,752 |
Lease liability | 879 | 1,224 |
Stock-based compensation | 1,005 | 3,070 |
Accrued compensation and other expenses | 149 | 536 |
Fixed assets | 5,020 | 0 |
Total deferred tax assets | 47,156 | 40,793 |
Deferred tax liabilities | ||
Fixed assets | 0 | (37) |
Right of use assets | (38) | (1,046) |
Valuation allowance | (47,118) | (39,710) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
Income Taxes- Schedule of Unrec
Income Taxes- Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning Balance | $ 3,675 | $ 2,579 |
Additions for current year | 386 | 1,073 |
Additions for prior years | 246 | 23 |
Ending Balance | $ 4,307 | $ 3,675 |
Income Taxes- Schedule of Unr_2
Income Taxes- Schedule of Unrecognized Tax Benefits, If Recognized, Would Affect the Effective Tax Rate (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Unrecognized benefits that would affect the effective tax rate | $ 0 | $ 0 | |
Unrecognized benefits that would not affect the effective tax rate | 4,307 | 3,675 | |
Total unrecognized benefits | $ 4,307 | $ 3,675 | $ 2,579 |
Employee Benefit Plan- Narrativ
Employee Benefit Plan- Narrative (Details) - Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | |
Employers matching contribution annual vesting (in percentage) | 100% |
Employer matching contribution, percent of employees' gross pay, 100% employer match | 3% |
Minimum | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution, percent of employees' gross pay, 50% employer match | 400% |
Maximum | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution, percent of employees' gross pay, 50% employer match | 5% |
Net Loss Per Share- Schedule of
Net Loss Per Share- Schedule of Net Loss Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | ||
Net loss attributable to common stockholders | $ (38,807) | $ (54,573) |
Denominator: | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 30,040,703 | 28,244,825 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 30,040,703 | 28,244,825 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (1.29) | $ (1.93) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (1.29) | $ (1.93) |
Net Loss Per Share- Schedule _2
Net Loss Per Share- Schedule of Antidilutive Securities Excluded From Computation of Net Loss per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,890,416 | 5,581,300 |
Shares issuable upon exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3,726,247 | 4,230,162 |
Shares issuable upon the exercise of warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,148,123 | 1,148,123 |
Non-vested shares under restricted stock grants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 16,046 | 203,015 |
Related Party Transactions- Nar
Related Party Transactions- Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Mar. 01, 2022 | Nov. 30, 2013 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 15, 2023 | Feb. 28, 2023 | Feb. 25, 2022 | Jul. 31, 2017 | |
Related Party Transaction [Line Items] | |||||||||||||
Operating lease cost | $ 1,317,000 | $ 1,142,000 | |||||||||||
Variable cost | $ 350,000 | 473,000 | |||||||||||
Ohr Cosmetics, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Potential maximum milestone payment | $ 9,000,000 | ||||||||||||
Royalties and milestone payments, period | 15 years | ||||||||||||
Ohr Cosmetics, LLC | Chief Executive Officer | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Family of the Executive Chairman investment, ownership percentage | 1.60% | ||||||||||||
Ohr Cosmetics, LLC | Board of Directors | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Family of the Executive Chairman investment, ownership percentage | 1.60% | ||||||||||||
Ohr Cosmetics, LLC | Immediate Family of Director and Chairman | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Family of the Executive Chairman investment, ownership percentage | 78.70% | ||||||||||||
Ohr Cosmetics, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Investment, ownership percentage | 2.40% | 2.40% | 2.40% | ||||||||||
2021 Incentive Award Plan | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Plan modification, extended exercise period | 11 months | ||||||||||||
Subsequent Event | Ohr Cosmetics, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Investment, ownership percentage | 2.40% | ||||||||||||
Subsequent Event | NovaPark | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 10% | ||||||||||||
Management | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Severance benefits | $ 1,200,000 | ||||||||||||
Payments for postemployment benefits | $ 400,000 | ||||||||||||
Management | Forecast | Subsequent Event | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments for postemployment benefits | $ 100,000 | $ 800,000 | |||||||||||
Immediate Family Member of Management or Principal Owner | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Severance benefits | $ 500,000 | ||||||||||||
Payments for postemployment benefits | $ 400,000 | ||||||||||||
Affiliated Entity | Ohr Cosmetics, LLC | License | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Revenue from license agreement | $ 0 | 0 | $ 0 | ||||||||||
Affiliated Entity | Ohr Cosmetics, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Investment, at cost | $ 150,000 | ||||||||||||
Equity Method Investee | NovaPark | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Operating lease cost | 1,300,000 | 1,100,000 | |||||||||||
Variable cost | $ 400,000 | $ 500,000 | |||||||||||
Equity Method Investee | NovaPark | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 10% | 10% | 10% | ||||||||||
Equity Method Investee | Subsequent Event | NovaPark | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 10% |
Related Party Transactions- Nov
Related Party Transactions- Nova Park Investment Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Method Investments [Roll Forward] | ||
Losses of equity method investment | $ 151 | $ (96) |
Distribution from NovaPark | 0 | (3) |
NovaPark | Equity Method Investee | ||
Equity Method Investments [Roll Forward] | ||
Beginning balance | 573 | 672 |
Losses of equity method investment | 151 | (96) |
Distribution from NovaPark | 0 | (3) |
Ending balance | $ 724 | $ 573 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Thousands | Mar. 15, 2023 | Jan. 31, 2023 |
Subsequent Event [Line Items] | ||
Sales-type lease, residual value of leased asset | $ 200 | |
NovaPark | ||
Subsequent Event [Line Items] | ||
Termination fee | $ 3,030 | |
Equity method investment, ownership percentage | 10% | |
Lease payments relieved | $ 3,860 | |
Elicio | ||
Subsequent Event [Line Items] | ||
Financing receivable | $ 12,500 | |
Percent of original issue discount | 20% | |
Principal amount, tranche one | $ 6,250 | |
Principal amount, net of discount, tranche one | 5,000 | |
Principal amount, tranche two | 6,250 | |
Principal amount, net of discount, tranche two | $ 5,000 |