Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Entity Transition Report | false | |
Entity File Number | 001-39990 | |
Entity Registrant Name | ANGION BIOMEDICA CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-3430072 | |
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 | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | ANGN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,798,399 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001601485 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 117,313 | $ 34,607 |
Prepaid expenses and other current assets | 2,389 | 7,690 |
Total current assets | 119,702 | 42,297 |
Property and equipment, net | 412 | 156 |
Right of use assets | 4,364 | 4,072 |
Investments in related parties | 843 | 822 |
Other assets | 38 | 0 |
Total assets | 125,359 | 47,347 |
Current liabilities | ||
Accounts payable | 9,307 | 5,578 |
Accrued expenses | 4,675 | 6,665 |
Lease liability—current | 847 | 611 |
Deferred revenue—current | 5,181 | 3,942 |
Warrant liability | 514 | 10,704 |
Convertible promissory notes payable at fair value | 0 | 51,170 |
Series C convertible preferred stock at amortized cost | 0 | 26,001 |
Series C convertible preferred stock at fair value | 0 | 2,518 |
Other short-term debt | 0 | 260 |
Total current liabilities | 20,524 | 107,449 |
Lease liability—noncurrent | 3,932 | 3,847 |
Deferred revenue—noncurrent | 23,714 | 25,865 |
Other long-term debt | 0 | 635 |
Total liabilities | 48,170 | 137,796 |
Commitments and contingencies—Note 11 | ||
Stockholders' equity (deficit) | ||
Common stock, $0.01 par value per share; 300,000,000 and 30,000,000 authorized shares as of June 30, 2021 and December 31, 2020; 30,278,530 and 15,632,809 shares issued as of June 30, 2021 and December 31, 2020, respectively; 29,797,587 and 15,316,721 shares outstanding as of June 30, 2021 and December 31, 2020, respectively | 303 | 156 |
Treasury stock, 480,943 and 316,088 shares outstanding as of June 30, 2021 and December 31, 2020, respectively | (4,210) | (1,846) |
Additional paid-in capital | 295,636 | 72,136 |
Accumulated other comprehensive loss | (219) | (333) |
Accumulated deficit | (214,321) | (160,562) |
Total stockholders' equity (deficit) | 77,189 | (90,449) |
Total liabilities and stockholders' equity (deficit) | $ 125,359 | $ 47,347 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Contract revenue | $ 540 | $ 0 | $ 911 | $ 0 |
Grant revenue | 0 | 729 | 0 | 1,594 |
Total revenue | 540 | 729 | 911 | 1,594 |
Operating expenses: | ||||
Cost of grant revenue | 0 | 333 | 0 | 716 |
Research and development | 14,444 | 12,230 | 28,742 | 21,826 |
General and administrative | 4,340 | 5,435 | 10,352 | 8,890 |
Total operating expenses | 18,784 | 17,998 | 39,094 | 31,432 |
Loss from operations | (18,244) | (17,269) | (38,183) | (29,838) |
Other income (expense) | ||||
Change in fair value of warrant liability | 200 | (456) | (3,319) | (748) |
Change in fair value of convertible notes | 0 | (1,918) | (7,469) | (2,372) |
Change in fair value of Series C convertible preferred stock | 0 | 0 | (3,592) | 0 |
Gain upon debt extinguishment | 905 | 0 | 905 | 0 |
Foreign exchange transaction (loss) gain | (22) | (239) | (75) | 6 |
(Losses) earnings from equity method investment | (35) | 28 | 20 | 56 |
Interest income (expense), net | 124 | (487) | (2,046) | (667) |
Total other income (expense) | 1,172 | (3,072) | (15,576) | (3,725) |
Net loss | (17,072) | (20,341) | (53,759) | (33,563) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 68 | (196) | 114 | (47) |
Comprehensive loss | $ (17,004) | $ (20,537) | $ (53,645) | $ (33,610) |
Net loss per common share, basic (in dollars per share) | $ (0.58) | $ (1.40) | $ (2.02) | $ (2.32) |
Net loss per common share, diluted (in dollars per share) | $ (0.58) | $ (1.40) | $ (2.02) | $ (2.32) |
Weighted average common shares outstanding, basic (in shares) | 29,670,329 | 14,514,670 | 26,574,290 | 14,488,746 |
Weighted average common shares outstanding, diluted (in shares) | 29,670,329 | 14,514,670 | 26,574,290 | 14,488,746 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO | Private placement | Non-IPO Related Stock Transactions | Common Stock | Common StockIPO | Common StockPrivate placement | Common StockNon-IPO Related Stock Transactions | Treasury Stock | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Additional Paid-in CapitalPrivate placement | Additional Paid-in CapitalNon-IPO Related Stock Transactions | Accumulated Other Comprehensive loss | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 14,758,718 | (312,164) | |||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ (18,586) | $ 148 | $ (1,810) | $ 63,531 | $ 0 | $ (80,455) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of broker warrants | 151 | 151 | |||||||||||||
Exercise of broker warrants (in shares) | 58,415 | ||||||||||||||
Exercise of broker warrants | 1 | $ 1 | |||||||||||||
Exercise of stock options (in shares) | 192,872 | ||||||||||||||
Exercise of stock options | (1) | $ 1 | (2) | ||||||||||||
Stock-based compensation | 832 | 832 | |||||||||||||
Foreign currency translation adjustment | 149 | 149 | |||||||||||||
Net loss | (13,222) | (13,222) | |||||||||||||
Balance at end of period (in shares) at Mar. 31, 2020 | 15,010,005 | (312,164) | |||||||||||||
Balance at end of period at Mar. 31, 2020 | (30,676) | $ 150 | $ (1,810) | 64,512 | 149 | (93,677) | |||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 14,758,718 | (312,164) | |||||||||||||
Balance at beginning of period at Dec. 31, 2019 | (18,586) | $ 148 | $ (1,810) | 63,531 | 0 | (80,455) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Foreign currency translation adjustment | (47) | ||||||||||||||
Net loss | (33,563) | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 15,259,820 | (312,164) | |||||||||||||
Balance at end of period at Jun. 30, 2020 | (49,097) | $ 152 | $ (1,810) | 66,626 | (47) | (114,018) | |||||||||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 15,010,005 | (312,164) | |||||||||||||
Balance at beginning of period at Mar. 31, 2020 | (30,676) | $ 150 | $ (1,810) | 64,512 | 149 | (93,677) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of broker warrants | 1,017 | 1,017 | |||||||||||||
Exercise of broker warrants (in shares) | 249,815 | ||||||||||||||
Exercise of broker warrants | 4 | $ 2 | 2 | ||||||||||||
Stock-based compensation | 1,095 | 1,095 | |||||||||||||
Foreign currency translation adjustment | (196) | (196) | |||||||||||||
Net loss | (20,341) | (20,341) | |||||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 15,259,820 | (312,164) | |||||||||||||
Balance at end of period at Jun. 30, 2020 | (49,097) | $ 152 | $ (1,810) | 66,626 | (47) | (114,018) | |||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 15,632,809 | (316,088) | |||||||||||||
Balance at beginning of period at Dec. 31, 2020 | (90,449) | $ 156 | $ (1,846) | 72,136 | (333) | (160,562) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
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 initial public offering | 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 | ||||||||||
Exercise of warrants (in shares) | 844,335 | 107,038 | |||||||||||||
Exercise of warrants | $ 13,509 | $ 680 | $ 9 | $ 1 | $ 13,500 | $ 679 | |||||||||
Exercise of broker warrants (in shares) | 47,188 | ||||||||||||||
Exercise of stock options (in shares) | 155 | ||||||||||||||
Exercise of stock options | 1 | 1 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units and performance stock units (in shares) | 204,774 | ||||||||||||||
Issuance of common stock upon vesting of restricted stock units and performance stock units | 13 | $ 2 | 11 | ||||||||||||
Return of common stock to pay withholding taxes on restricted stock (in shares) | (77,060) | ||||||||||||||
Return of common stock to pay withholding taxes on restricted stock | (1,145) | $ (1,145) | |||||||||||||
Stock-based compensation | 5,117 | 5,117 | |||||||||||||
Foreign currency translation adjustment | 46 | 46 | |||||||||||||
Net loss | (36,687) | (36,687) | |||||||||||||
Balance at end of period (in shares) at Mar. 31, 2021 | 30,053,606 | (393,148) | |||||||||||||
Balance at end of period at Mar. 31, 2021 | 92,443 | $ 300 | $ (2,991) | 292,670 | (287) | (197,249) | |||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 15,632,809 | (316,088) | |||||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ (90,449) | $ 156 | $ (1,846) | 72,136 | (333) | (160,562) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Exercise of stock options (in shares) | 8,650 | ||||||||||||||
Foreign currency translation adjustment | $ 114 | ||||||||||||||
Net loss | (53,759) | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 30,278,530 | (480,943) | |||||||||||||
Balance at end of period at Jun. 30, 2021 | 77,189 | $ 303 | $ (4,210) | 295,636 | (219) | (214,321) | |||||||||
Balance at beginning of period (in shares) at Mar. 31, 2021 | 30,053,606 | (393,148) | |||||||||||||
Balance at beginning of period at Mar. 31, 2021 | 92,443 | $ 300 | $ (2,991) | 292,670 | (287) | (197,249) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Fractional shares paid out related to the forward stock split | (10) | (10) | |||||||||||||
Exercise of warrants (in shares) | 22,714 | ||||||||||||||
Exercise of warrants | 176 | $ 1 | 175 | ||||||||||||
Exercise of stock options (in shares) | 8,495 | ||||||||||||||
Exercise of stock options | 79 | 79 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units and performance stock units (in shares) | 193,715 | ||||||||||||||
Issuance of common stock upon vesting of restricted stock units and performance stock units | 6 | $ 2 | 4 | ||||||||||||
Return of common stock to pay withholding taxes on restricted stock (in shares) | (87,795) | ||||||||||||||
Return of common stock to pay withholding taxes on restricted stock | (1,219) | $ (1,219) | |||||||||||||
Stock-based compensation | 2,718 | 2,718 | |||||||||||||
Foreign currency translation adjustment | 68 | 68 | |||||||||||||
Net loss | (17,072) | (17,072) | |||||||||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 30,278,530 | (480,943) | |||||||||||||
Balance at end of period at Jun. 30, 2021 | $ 77,189 | $ 303 | $ (4,210) | $ 295,636 | $ (219) | $ (214,321) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (53,759) | $ (33,563) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 29 | 74 |
Amortization of right of use assets | 332 | 267 |
Amortization of debt issuance costs | 1,884 | 553 |
Stock-based compensation | 7,835 | 1,927 |
PPP Loan forgiveness | (905) | 0 |
Change in fair value of convertible notes | 7,469 | 2,372 |
Change in fair value of Series C convertible preferred stock | 3,592 | 0 |
Change in fair value of warrant liability | 3,319 | 748 |
Earnings from equity investment | (45) | (56) |
Distribution from equity investment | 24 | 0 |
Changes in operating assets and liabilities: | ||
Grants receivable | 0 | 156 |
Prepaid expenses and other current assets | 3,315 | (2,248) |
Other assets | (38) | 0 |
Accounts payable | 3,736 | 5,815 |
Accrued expenses | 1,345 | 2,702 |
Lease liabilities | (303) | (284) |
Deferred revenue | (912) | 0 |
Net cash used in operating activities | (23,082) | (21,537) |
Cash flows from investing activities | ||
Purchase of fixed assets | (285) | (30) |
Net cash used in investing activities | (285) | (30) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes and warrants | 0 | 13,938 |
Net proceeds from issuance of common stock upon IPO and Concurrent Private Placement, net of discount and commissions | 110,560 | 0 |
Proceeds from issuance of Series C convertible preferred stock, net of issuance costs | 0 | 6,270 |
Proceeds from loan from Paycheck Protection Program of the 2020 CARES Act | 0 | 895 |
Payment of deferred offering costs | (3,073) | (117) |
Fractional share payments related to the forward stock split | (10) | 0 |
Taxes paid related to net share settlement upon vesting of restricted stock awards | (2,364) | 0 |
Proceeds from RSU settlement | 19 | 0 |
Exercise of broker warrants | 0 | 3 |
Exercise of warrants | 856 | 0 |
Exercise of stock options | 80 | 1 |
Net cash provided by financing activities | 106,068 | 20,990 |
Effect of foreign currency on cash | 5 | 47 |
Net increase (decrease) in cash and cash equivalents | 82,706 | (530) |
Cash and cash equivalents at the beginning of the period | 34,607 | 5,571 |
Cash and cash equivalents at the end of the period | 117,313 | 5,041 |
Supplemental disclosure of noncash investing and financing activities: | ||
Accrued interest premium for Series C convertible preferred stock | 0 | 29 |
Right of use assets exchanged for operating lease liabilities | 624 | 27 |
Deferred offering costs in accrued expenses or accounts payable | 0 | 430 |
IPO | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Conversion of convertible notes into common stock | 58,179 | 0 |
Conversion of Series C preferred stock into common stock upon IPO | 35,754 | 0 |
Net exercise of warrants upon IPO | 13,509 | 0 |
Non-IPO Related Stock Transactions | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Conversion of convertible notes into common stock | $ 460 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
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 | 30,000,000 |
Common stock, shares issued (in shares) | 30,278,530 | 15,632,809 |
Common stock, shares outstanding (in shares) | 29,797,587 | 15,316,721 |
Treasury stock, shares outstanding (in shares) | 480,943 | 316,088 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | Feb. 09, 2021 | Mar. 31, 2021 |
IPO | ||
Stock issuance costs | $ 9.3 | |
Private placement | ||
Stock issuance costs | $ 0.7 | $ 0.7 |
Description of the Business and
Description of the Business and Financial Condition | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Financial Condition | Description of the Business and Financial Condition Angion Biomedica Corp. ("Angion", the "Company" or “we”) is a late-stage biopharmaceutical company focused on the discovery, development and commercialization of novel small molecule therapeutics to address acute organ injuries and fibrotic diseases. The Company was incorporated in Delaware in 1998. Forward Stock Split On January 25, 2021, the board of directors of the Company 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, RSAs, RSUs, PSUs, per share amounts and related information contained in the condensed 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 receive a cash payment in lieu of receiving fractional shares. Initial Public Offering and the Concurrent Private Placement On February 9, 2021, the Company closed its Initial Public Offering (“IPO”) of 5,750,000 shares of common stock at a public offering price 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. Aggregate net proceeds to Angion were $85.6 million, after deducting underwriting discounts, commissions and offering expenses of $6.4 million. In addition to the shares being sold in the IPO, Angion 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 aggregate net proceeds of $24.3 million, after deducting a 3% private placement agent fee of $0.7 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. 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 June 30, 2021, the Company had $117.3 million in cash and cash equivalents and an accumulated deficit of $214.3 million. Prior to its IPO completed in February 2021, the Company has funded its operations through United States government grants, the issuance of convertible notes (see Note 6), sales of convertible preferred stock and common stock (see Notes 7) and warrants (see Note 10) and licensing agreements (see Note 12). The planned expansion of the Company's clinical and discovery programs will require significant funds. Management expects to continue to incur significant expenses and to incur operating losses for the foreseeable future. The Company believes that its existing cash and cash equivalents will be sufficient to meet the projected operating requirements for at least 12 months from the date of issuance of its financial statements. The Company has evaluated and concluded there are no conditions or events, considered in the aggregate, that raise substantial |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company's condensed 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. The Company’s remaining significant accounting policies are described in Note 2 to its consolidated financial statements for the year ended December 31, 2020, included in its Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during the three and six months ended June 30, 2021. Unaudited interim financial information The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2020 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations and comprehensive loss, and cash flows. The condensed consolidated balance sheet as of December 31, 2020 was derived from the audited financial statements as of that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2021. The results for any interim period are not necessarily indicative of results for any future period. 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 condensed 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 condensed 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, the measurement of stock-based compensation, 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. 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's cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institution in which those deposits are held. Additionally, the Company established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity. The Company maintains its cash equivalents in securities and money market funds with original maturities less than three months. 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 June 30, 2021 and December 31, 2020, the Company’s cash equivalents were held in institutions in the United States and include deposits in a money market fund which were unrestricted as to withdrawal or use. Deferred Offering Costs Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Company's IPO and have been reflected as issuance costs upon the completion of the offering. As of December 31, 2020, $2.0 million of deferred offering costs were included in prepaid expenses and other current assets in the condensed consolidated balance sheets. Subsequent to the closing of the IPO, $2.8 million of deferred costs previously included in prepaid expenses and other current assets was netted with additional paid in capital in the condensed consolidated balance sheets. 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. Convertible Notes Payable at Fair Value As permitted under ASC 825, Financial Instruments ("ASC 825"), the Company has elected the fair value option for recognition of its convertible notes. In accordance with ASC 825, the Company recognizes these convertible notes at fair value with changes in fair value recognized in the condensed consolidated statements of operations. The fair value option may be applied instrument by instrument, but it is irrevocable. As a result of applying the fair value option, direct costs and fees related to the convertible notes were recognized in general and administrative expense in earnings as incurred and not deferred. The estimated fair value of the convertible notes is determined by utilizing a present value cash flow model and the values of the equity underlying the conversion options were estimated using company equity values implied from the Subject Company Transaction Method which includes the back-solve and scenario-based methods (Probability Weighted Expected Return Method). See Note 4. Accrued interest for the notes has been included in the change in fair value of convertible notes in the condensed consolidated statements of operations. All outstanding convertible notes were converted into common stock upon the close of the IPO on February 9, 2021 and no balances remained outstanding as of June 30, 2021. See Note 6. Convertible Preferred Stock Series C convertible preferred stock includes settlement features that result in liability classification. The initial carrying value of the Series C convertible preferred stock is accreted to the settlement value, the fair value of the securities to be issued upon the conversion of the Series C Preferred Stock. The discount to the settlement value is accreted to interest expense using the effective interest method. During 2020, certain convertible notes were exchanged for Series C convertible preferred stock. As the exchange was accounted for as a modification, the Series C convertible preferred stock that was exchanged for the convertible notes was recorded at fair value and are subject to re-measurement at each reporting period with gains and losses reported through the Company’s condensed consolidated statements of operations. All outstanding shares of convertible preferred stock were converted into common stock upon the close of the Company’s IPO on February 9, 2021. See Note 7. As of June 30, 2021, there was no convertible preferred stock outstanding. 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 Topic 606"). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC Topic 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 entity 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, does not apply, as the Company is a business entity and the grants are with governmental agencies. 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. 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 expenses on the condensed 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 three and six months ended June 30, 2021 and 2020, the Company has not experienced any material differences between accrued costs and actual costs incurred. Advertising Costs Advertising costs are expensed as incurred. For the three and six months ended June 30, 2021 and 2020, advertising costs were not significant. 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 three and six months ended June 30, 2021 and 2020, basic and diluted net loss per common share are the same. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU No. 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021, which did not have material impact on its condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes (ASU 2019-12), which is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company for fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted this standard as of January 1, 2021, which did not have material impact on its condensed consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force). This update clarifies whether an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative and how to account for certain forward contracts and purchased options to purchase securities. For public entities, this guidance is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021, which did not have material impact on its condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. LIBOR is expected to phased out by 2021. The amendments in this ASU are effective as of March 12, 2020 through December 31, 2022. The Company adopted this standard as of January 1, 2021, which did not have material impact on its condensed consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU No. 2020-10,Codification Improvements. ASU 2020-10 provides amendments to a wide variety of topics in the FASB’s Accounting Standards Codification, which applies to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted this standard as of January 1, 2021, which did not have material impact on its condensed 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 condensed consolidated financial statements. |
Revenue and Deferred Revenue
Revenue and Deferred Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Deferred Revenue | 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. 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"), headquartered in Switzerland. The Company recognized revenue from upfront payments over the term of its estimated period of performance using a cost-based input method under Topic 606. The Company expects to continue recognizing revenue from upfront payments related to the Vifor License using the cost-based input method for the foreseeable future. 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 is entitled to receive $80.0 million in upfront and near-term clinical milestone payments, including $30.0 million in up-front cash that was received in November 2020, and a $30.0 million equity investment, $5.0 million of which was a convertible note that subsequently converted into common stock with the IPO and $25.0 million of which was received in the Concurrent Private Placement with our 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). The Vifor License will continue until the expiration of the last royalty term for a licensed product in the licensed territory, unless earlier terminated. The royalty term for a licensed product is, on a country-by-country basis, shall start with the first commercial sale of such licensed product in such country and expire at the latest of (i) expiration of all licensed patents covering the composition of matter of such licensed product or method of use for such licensed product that has obtained regulatory approval in such country, (ii) expiration of all regulatory and data exclusivity applicable to such licensed product in such country, or (iii) the tenth (10th) anniversary of the date of the first commercial sale of such licensed product in such country. 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: (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 as of June 30, 2021. 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. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The transaction price is recognized as license revenue using the cost-based input method over the estimated performance period of approximately 9.5 years beginning on November 6, 2020. The performance period represents the estimated timing of completion of the identified performance obligation. In June 2021, the Company determined that the performance period should be extended to 2030 from 2027 based on the management’s best estimate for the completion of the post-approval confirmatory study. 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 June 30, 2021 and December 31, 2020 (in thousands): Fair Value Measured at June 30, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets included in: Cash and cash equivalents—Money market securities (1) $ 1 $ — $ — $ 1 Total fair value $ 1 $ — $ — $ 1 Liabilities included in: Warrants $ — $ — $ 514 $ 514 Total fair value $ — $ — $ 514 $ 514 Fair Value Measured at December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets included in: Cash and cash equivalents—Money market securities (1) $ 1 $ — $ — $ 1 Total fair value $ 1 $ — $ — $ 1 Liabilities included in: Convertible notes $ — $ — $ 51,170 $ 51,170 Warrants — — 10,704 10,704 Series C convertible preferred stock — — 2,518 2,518 Total fair value $ — $ — $ 64,392 $ 64,392 __________________ (1) Included in cash and cash equivalents on the condensed 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 changes in Level 3 liabilities measured at fair value (in thousands): Warrant Convertible Series C Convertible Preferred Stock at Fair Value Total Balance—December 31, 2020 10,704 51,170 2,518 64,392 Conversion of convertible notes into common stock — (58,639) — (58,639) Conversion of convertible Series C convertible preferred stock into common stock — — (6,110) (6,110) Net exercise of warrants (13,509) — — (13,509) Change in fair value 3,319 7,469 3,592 14,380 Balance—June 30, 2021 $ 514 $ — $ — $ 514 Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. The Company used an option model to measure the fair value of the Notes (on conversion date). The values of the equity underlying the conversion options in the model were estimated using equity values implied from sales of convertible preferred stock. The fair value of the Notes was impacted by the model selected as well as assumptions surrounding unobservable inputs. Key unobservable inputs include the expected volatility of the underlying equity, and the timing of an expected liquidity event. 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. Convertible Notes The fair value adjustment during the six months ended June 30, 2021 is based on the final settlement amount using a conversion price of $11.57 per share on February 9, 2021. Subsequent to the closing of the IPO, there were no convertible notes outstanding. Series C Preferred Stock The fair value adjustment during the six months ended June 30, 2021 is based on the final settlement amount using a conversion price of $11.57 per share on February 9, 2021. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding. Warrant Liability The fair value adjustment for the net exercise of warrants with an exercise price of $6.43 during the six months ended June 30, 2021 is based on the final settlement amount using the IPO price on February 9, 2021. Subsequent to the closing of the IPO, 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. During the three months ended June 30, 2021 and 2020, the fair value of the warrants decreased by $0.2 million and increased by $0.5 million, respectively. The change in fair value of warrant liability in both periods are recognized in the condensed consolidated statements of operations. During the six months ended June 30, 2021 and 2020, the increase in the fair value of the warrants of $3.3 million and $0.7 million, respectively, are recognized in change in fair value of warrant liability in the condensed consolidated statements of operations. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company's warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2021 and December 31, 2020 was as follows: June 30, December 31, 2021 2020 Strike price $ 8.01 $ 0.01 Contractual term (years) 2.2 4.9 Volatility (annual) 86.8 % 86.8 % Risk-free rate 0.7 % 0.1 % Dividend yield (per share) 0.0 % 0.0 % |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net The Company's property and equipment, net comprised the following (in thousands): June 30, December 31, 2021 2020 Equipment $ 775 $ 512 Furniture and fixtures 33 27 Leasehold improvements 59 43 Total property and equipment 867 582 Less: accumulated depreciation (455) (426) Property and equipment, net $ 412 $ 156 Depreciation expense for the three months ended June 30, 2021 and 2020 was $23 thousand and $47 thousand, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 was $29 thousand and $74 thousand, respectively. Prepaid and Other Current Assets Prepaid and other current assets comprised the following (in thousands): June 30, December 31, 2021 2020 Deferred offering costs $ — $ 1,978 Convertible note receivable — 5,000 Angion Pty tax — 352 Prepaid insurance 1,761 — Security deposit 90 — Other 538 360 Total prepaid and other current assets $ 2,389 $ 7,690 Accrued Expenses Accrued expenses comprised the following (in thousands): June 30, December 31, 2021 2020 Accrued compensation $ 4,093 $ 3,154 Accrued direct research costs 71 1,321 Accrued operating expenses 511 707 Accrued interest — 1,483 Total accrued expenses $ 4,675 $ 6,665 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Convertible Notes Payable As of December 31, 2020, the Company had convertible notes with an aggregate principal amount of $39.8 million and $1.8 million accrued interest outstanding. Conversion of Convertible Notes Payable In January 2021, the Company issued 33,978 shares of common stock upon the conversion of certain of the outstanding 2020 Notes. In connection with the IPO in February 2021, with an IPO price of $16.00 per share, the remaining outstanding Additional Convertible Notes and Vifor Convertible Note were converted into 3,636,189 shares of the Company’s common stock based on a conversion price of $11.57 per share. There were no convertible notes outstanding as of June 30, 2021. |
Series C Convertible Preferred
Series C Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Series C Convertible Preferred Stock | Series C Convertible Preferred Stock The following table summarizes the aggregate values recorded for the Series C Preferred Stock as of December 31, 2020 (in thousands): At issuance December 31, 2020 Series C convertible preferred stock recorded at amortized cost Principal $ 22,308 $ 22,308 Settlement premium 5,577 5,577 Unamortized discounts and fees (9,250) (1,884) Net carrying amount $ 18,635 $ 26,001 Series C convertible preferred stock recorded at fair value Series C convertible preferred stock issued in exchange for convertible notes 2,254 Change in fair value of Series C convertible preferred stock exchanged for convertible notes 264 Total Series C convertible preferred stock $ 28,519 Conversion of Series C Convertible Preferred Stock In connection with the IPO in February 2021, with an initial public offering price of $16.00 per share, all Series C convertible preferred stock outstanding plus accrued dividends were automatically converted into an aggregate of 2,234,640 shares of common stock on February 9, 2021 with a conversion price of $11.57 per share. There were no shares of convertible preferred stock outstanding as of June 30, 2021. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 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. On February 9, 2021, in connection with the IPO, the Company filed a restated Certificate of Incorporation, which, among other things, restated the number of shares of all classes of stock that the Company had authority to issue to 310,000,000 shares, of which (i) 300,000,000 shares shall be a class designated as common stock, par value $0.01 per share, and (ii) 10,000,000 shares shall be a class designated as undesignated preferred stock, par value $0.01 per share. Treasury Stock At June 30, 2021 and December 31, 2020, the balance on the treasury stock was approximately $4.2 million and $1.8 million, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 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, with annual increases, up to a maximum of 60,000,000 shares of common stock were authorized for issuance under the 2021 Plan. Stock Options The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company determines 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. Prior to the IPO, the Company was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company's stock options for employees has been determined utilizing the "simplified" method for awards. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. 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. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Subsequent to the IPO, the Company determines the fair value and exercise price using the market closing price of the Company’s common stock on the date of grant. The following assumptions were used to estimate the fair value of stock option awards: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Risk-free interest rate 1.1% 0.4% 0.7% 0.7% Expected dividend yield — — — — Expected term in years 6.05 6.02 5.99 5.98 Expected volatility 74.3%-74.8% 73.0%-73.4% 73.8%-86.8% 70.8%-73.4% The following table summarizes information activity related to the Company’s share option plans: Number of Weighted Weighted Total Outstanding as of December 31, 2020 3,479,731 $ 6.97 8.4 $ 15,140 Options granted 1,024,121 15.89 — Options forfeited (6,809) 7.93 — Options exercised (8,650) 9.30 — Options expired (191) 7.77 — Outstanding as of June 30, 2021 4,488,202 $ 9.00 8.3 $ 26,230 Options vested and exercisable 2,172,339 $ 6.66 7.5 $ 17,061 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 three months ended June 30, 2021 and 2020 was $9.29 and $5.04, respectively. The weighted average grant date fair value per share for the stock option grants during the six months ended June 30, 2021 and 2020 was $8.89 and $5.34, respectively. As of June 30, 2021, the total unrecognized compensation related to unvested stock option awards granted was $9.5 million, which the Company expects to recognize over a weighted-average period of approximately 2.7 years. Restricted Stock and Restricted Stock Units The Company's RSA and RSU activity was as follows: Shares of Weighted Restricted Weighted Outstanding at December 31, 2020 14,585 $ 6.05 74,144 $ 6.50 Released (7,293) 6.05 (27,469) 6.33 Outstanding at June 30, 2021 7,292 $ 6.05 46,675 $ 7.97 Vested as of June 30, 2021 — 25,645 $ 8.40 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 were in June 2021 upon the second anniversary of the grants. A s of June 30, 2021 , the Company had 185,510 PSUs outstanding. The following table summarizes the total stock-based compensation expense for the stock options, RSUs (including PSUs), RSAs and compensation issued in shares recorded in the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 1,409 $ 388 $ 3,952 $ 826 General and administrative 1,309 707 3,883 1,101 Total $ 2,718 $ 1,095 $ 7,835 $ 1,927 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 June 30, 2021, 390,000 shares under the ESPP remain available for purchase and no offerings had been authorized. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants and Rights Outstanding [Abstract] | |
Warrants | Warrants As of June 30, 2021 and December 31, 2020, the outstanding warrants to purchase the Company's common stock comprised the following: Classification Exercise Expiration June 30, 2021 December 31, 2020 Warrants issued with 2015 Notes Liability $ 6.43 7/5/28 — 388,396 Warrants issued with 2016 Notes Liability $ 6.43 7/5/28 — 538,933 Warrants issued with 2017 Notes Liability $ 6.43 7/5/28 — 79,265 Warrants issued with 2018 Notes Liability $ 6.43 7/5/28 — 498,567 Warrants issued with Conversion of Notes to Common Stock Equity $ 8.03 8/31/28 232,287 238,779 Warrants issued with Units in the Equity Offering Equity $ 8.03 8/31/28 875,811 907,860 Broker Warrants issued with Equity Offering Equity $ 0.01 8/31/25 1,297 48,485 Consultant Warrants Liability $ 7.60 8/31/28 39,505 39,506 Total Warrants 1,148,900 2,739,791 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 condensed 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 condensed consolidated balance sheets. The Company's warrant activity for the six months ended June 30, 2021 was as follows: Warrants Weighted Weighted Balance—December 31, 2020 2,739,791 $ 7.00 4.9 Exercised (1,587,979) 7.87 Returned/cancelled (2,912) 8.03 Balance—June 30, 2021 1,148,900 $ 8.01 2.2 Conversion of Warrants In February 2021, all warrants outstanding issued with 2015 Notes, 2016 Notes, 2017 Notes, and 2018 Notes with a $6.43 exercise price were net exercised into an aggregate of 844,335 shares of common stock upon the IPO with a conversion price of $11.57 per share. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases office and laboratory space in Uniondale, New York from NovaPark, a related party, under an agreement classified as an operating lease that expires 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. The Company leases 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. In July 2020, the Company entered into a lease for office furniture in San Francisco, California set to expire in July 2025, with an annual lease payment of approximately $13 thousand. In February 2021, the Company entered into a lease for clinical and regulatory 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 has 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. The following table provides the components of the Company's rent expense (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating leases Operating lease cost $ 317 $ 293 $ 590 $ 581 Variable cost 85 57 215 149 Operating lease expense 402 350 805 730 Short-term lease rent expense 3 3 42 64 Total rent expense $ 405 $ 353 $ 847 $ 794 The following table summarizes quantitative information about the Company's NovaPark operating leases (dollars in thousands): Six Months Ended June 30, 2021 2020 Operating cash flows from operating leases $ 543 $ 628 Right-of-use assets exchanged for operating lease liabilities $ 624 $ 27 Weighted-average remaining lease term—operating leases (in years) 3.5 6.0 Weighted-average discount rate—operating leases 4.9 % 11.0 % As of June 30, 2021, maturities of lease liabilities were as follows (in thousands): Years Ended December 31, Amounts 2021 (remaining six months) $ 645 2022 1,289 2023 1,305 2024 1,209 2025 1,104 Thereafter 516 Total 6,068 Less present value discount (1,289) Operating lease liabilities $ 4,779 Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. 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 |
Significant Agreements
Significant Agreements | 6 Months Ended |
Jun. 30, 2021 | |
Significant Agreements [Abstract] | |
Significant Agreements | Significant AgreementsLicense 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 the Renal Indications. See Note 3. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended June 30, 2021, the Company’s income tax provision was $0. For the six months ended June 30, 2021, the Company’s income tax provision was $800 and the effective tax rate was 0%. For the three and six months ended June 30, 2020, the Company recognized an income tax expense of $800, which is an effective tax rate of 0%. The difference between the Company's effective tax rate of 0% and the U.S. federal statutory tax rate of 21% is primarily due to net operating losses in this period which are offset by the corresponding valuation allowance. The Company has provided a full valuation allowance against its net deferred tax assets as it is more likely than not that such assets would not be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income in which those temporary differences become deductible. Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets at June 30, 2021 will not be realizable. Accordingly, management has maintained a full valuation allowance against its net deferred tax assets at June 30, 2021. Each reporting period, management evaluates the need for a valuation allowance on the Company’s deferred tax assets by jurisdiction and adjust the Company’s estimates as more information becomes available. The Company is required to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Tax years starting from 2015 and forward are subject to examination by the U.S. federal and state tax authorities. These years are open due to net operating losses and tax credits remain unutilized from such years. The Company's policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. As of June 30, 2021, there were no accruals for interest and penalties related to uncertain tax positions. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanEmployee Benefit PlanThe 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 | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 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): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator Net loss attributable to common stockholders $ (17,072) $ (20,341) $ (53,759) $ (33,563) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 29,670,329 14,514,670 26,574,290 14,488,746 Net loss per share attributable to common stockholders, basic and diluted $ (0.58) $ (1.40) $ (2.02) $ (2.32) 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: Six Months Ended June 30, 2021 2020 Shares issuable upon exercise of stock options 4,488,202 2,403,432 Shares issuable upon the exercise of warrants 1,148,900 1,840,033 Shares issuable upon conversion of the convertible notes (1) — 1,990,847 Shares issuable upon conversion of the Series C preferred stock (1) — 938,175 Non-vested shares under restricted stock unit grants 46,675 56,250 Non-vested shares under restricted stock grants 7,292 14,063 Total 5,691,069 7,242,800 ___________________________________ (1) The number of shares issuable upon conversion of the 2019 Notes and 2020 Notes has been estimated using the Company's common stock fair value at June 30, 2020, discounted by 20%. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions 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 Executive Chairman owns approximately 2.4% and 81.3%, respectively, of the membership interests in Ohr. The Executive Chairman's son is the manager of 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 periods presented. NovaPark Investment and Lease As of June 30, 2021, the Company had a 10% interest in NovaPark. Members of the Company's Executive Chairman'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. The following table provides the activity for the NovaPark investment for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Beginning balance $ 782 $ 877 $ 727 $ 849 (Losses) earnings from equity method investment (22) 28 45 56 Distribution from NovaPark (12) — (24) — Ending balance $ 748 $ 905 $ 748 $ 905 The Company rents 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 $0.3 million in each of the three months ended June 30, 2021 and 2020. The Company recorded rent expense for variable expenses related to the lease of $0.1 million for the three months ended June 30, 2021 and 2020. The Company recorded rent expense for fixed lease payments of $0.5 million in each of the six months ended June 30, 2021 and 2020. The Company recorded rent expense for variable expenses related to the lease of $0.2 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively. See Note 11. Convertible Notes In connection with the IPO in February 2021, Victor Ganzi, Gilbert Omenn and Karen Wilson, directors of the Company, and Raj Venkatesan, brother of the Chief Executive Officer and director of the Company, converted all their outstanding convertible notes into an aggregate of 149,500 shares of common stock with a conversion price of $11.57. As of June 30, 2021, there were no convertible notes outstanding. Series C Convertible Preferred Stock In connection with the IPO in February 2021, Jay Venkatesan, M.D., the Chief Executive Officer and director of the Company converted all his outstanding preferred stock into an aggregate of 165,094 shares of common stock with a conversion price of $11.57 per share. As of June 30, 2021, there were no shares of convertible preferred stock outstanding. Consultant Fees Angion pays consulting fees under an agreement with the wife of the Executive Chairman of the Company for Company management services. Consultant fees paid to the wife were approximately $22 thousand and zero during the three months ended June 30, 2021 and 2020, respectively. Consultant fees paid to the wife were approximately $59 thousand and $29 thousand during the six months ended June 30, 2021 and 2020, respectively. Other Dr. Michael Yamin, a former member of the Board of Directors of the Company, is a Scientific Advisor for Pearl Cohen Zedek Latzer Baratz LLP (Pearl Cohen). During the three and six months ended June 30, 2021 and 2020, the Company paid Pearl Cohen approximately zero and $17 thousand in legal fees, respectively. In January 2018, the Company also entered into a consulting agreement with Dr. Yamin pursuant to which he agreed to provide consulting services to the Company in the areas of biomedical research and development. Pursuant to the terms of the consulting agreement, Dr. Yamin, in his capacity as a consultant, received $18 thousand and $36 thousand during the three months ended June 30, 2021 and 2020, respectively. Dr. Yamin received $45 thousand during the six months ended June 30, 2021 and 2020. Dr. Yamin resigned from the Company's Board of Directors in March 2020. Dr. Yamin's resignation was not due to any disagreement with the Company, the Board or management of the Company. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 3, 2021, the Company issued a press release announcing positive results from its Phase 1 study in healthy volunteers for ANG-3070, a novel oral tyrosine kinase receptor inhibitor (TKI) being developed for the treatment of fibrotic diseases. The Company also announced the FDA’s acceptance of an IND application supporting the initiation of a Phase 2 trial in patients with primary proteinuric kidney diseases in 2021. Additionally, the Company announced it will host a Virtual Fibrosis R&D Day on September 20, 2021. Key findings from the ANG-3070 Phase 1 healthy volunteer study included: • ANG-3070 achieved drug exposures in humans exceeding exposures in which activity was demonstrated in animal models of proteinuric kidney diseases; • ANG-3070 demonstrated a favorable safety and tolerability profile, including with respect to gastrointestinal side effects, which was encouraging given the well-recognized incidence and severity of these side effects in approved TKIs; and • Pharmacokinetic data supportive of potential once-daily oral dosing for ANG 3070. There were no serious adverse events reported at any dose schedule or level. The reported (non-serious) adverse events were seen mostly at higher doses, 600 mg administered once-daily and 500 mg administered twice-daily over two weeks. These adverse events included nausea, abdominal cramps, and diarrhea, and were considered mild to moderate in severity. This was encouraging given the well-recognized incidence and severity of these side effects in approved TKIs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company's condensed 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. |
Unaudited interim financial information | Unaudited interim financial information The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2020 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations and comprehensive loss, and cash flows. The condensed consolidated balance sheet as of December 31, 2020 was derived from the audited financial statements as of that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2021. The results for any interim period are not necessarily indicative of results for any future period. |
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 condensed 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 condensed 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, the measurement of stock-based compensation, 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. |
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's cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institution in which those deposits are held. Additionally, the Company established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity. The Company maintains its cash equivalents in securities and money market funds with original maturities less than three months. |
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 June 30, 2021 and December 31, 2020, the Company’s cash equivalents were held in institutions in the United States and include deposits in a money market fund which were unrestricted as to withdrawal or use. |
Deferred Offering Costs | Deferred Offering CostsDeferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Company's IPO and have been reflected as issuance costs upon the completion of the offering. |
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. |
Convertible Notes Payable at Fair Value | Convertible Notes Payable at Fair Value As permitted under ASC 825, Financial Instruments ("ASC 825"), the Company has elected the fair value option for recognition of its convertible notes. In accordance with ASC 825, the Company recognizes these convertible notes at fair value with changes in fair value recognized in the condensed consolidated statements of operations. The fair value option may be applied instrument by instrument, but it is irrevocable. As a result of applying the fair value option, direct costs and fees related to the convertible notes were recognized in general and administrative expense in earnings as incurred and not deferred. The estimated fair value of the convertible notes is determined by utilizing a present value cash flow model and the values of the equity underlying the conversion options were estimated using company equity values implied from the Subject Company Transaction Method which includes the back-solve and scenario-based methods (Probability Weighted Expected Return Method). See Note 4. |
Convertible Preferred Stock | Convertible Preferred StockSeries C convertible preferred stock includes settlement features that result in liability classification. The initial carrying value of the Series C convertible preferred stock is accreted to the settlement value, the fair value of the securities to be issued upon the conversion of the Series C Preferred Stock. The discount to the settlement value is accreted to interest expense using the effective interest method. During 2020, certain convertible notes were exchanged for Series C convertible preferred stock. As the exchange was accounted for as a modification, the Series C convertible preferred stock that was exchanged for the convertible notes was recorded at fair value and are subject to re-measurement at each reporting period with gains and losses reported through the Company’s condensed consolidated statements of operations. All outstanding shares of convertible preferred stock were converted into common stock upon the close of the Company’s IPO on February 9, 2021. |
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 Topic 606"). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC Topic 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 entity 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, does not apply, as the Company is a business entity and the grants are with governmental agencies. 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. 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 expenses on the condensed 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 |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred. |
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 three and six months ended June 30, 2021 and 2020, basic and diluted net loss per common share are the same. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU No. 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021, which did not have material impact on its condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes (ASU 2019-12), which is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company for fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted this standard as of January 1, 2021, which did not have material impact on its condensed consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force). This update clarifies whether an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative and how to account for certain forward contracts and purchased options to purchase securities. For public entities, this guidance is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021, which did not have material impact on its condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. LIBOR is expected to phased out by 2021. The amendments in this ASU are effective as of March 12, 2020 through December 31, 2022. The Company adopted this standard as of January 1, 2021, which did not have material impact on its condensed consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU No. 2020-10,Codification Improvements. ASU 2020-10 provides amendments to a wide variety of topics in the FASB’s Accounting Standards Codification, which applies to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted this standard as of January 1, 2021, which did not have material impact on its condensed 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 condensed consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020 (in thousands): Fair Value Measured at June 30, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets included in: Cash and cash equivalents—Money market securities (1) $ 1 $ — $ — $ 1 Total fair value $ 1 $ — $ — $ 1 Liabilities included in: Warrants $ — $ — $ 514 $ 514 Total fair value $ — $ — $ 514 $ 514 Fair Value Measured at December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets included in: Cash and cash equivalents—Money market securities (1) $ 1 $ — $ — $ 1 Total fair value $ 1 $ — $ — $ 1 Liabilities included in: Convertible notes $ — $ — $ 51,170 $ 51,170 Warrants — — 10,704 10,704 Series C convertible preferred stock — — 2,518 2,518 Total fair value $ — $ — $ 64,392 $ 64,392 __________________ (1) Included in cash and cash equivalents on the condensed consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes in Level 3 liabilities measured at fair value (in thousands): Warrant Convertible Series C Convertible Preferred Stock at Fair Value Total Balance—December 31, 2020 10,704 51,170 2,518 64,392 Conversion of convertible notes into common stock — (58,639) — (58,639) Conversion of convertible Series C convertible preferred stock into common stock — — (6,110) (6,110) Net exercise of warrants (13,509) — — (13,509) Change in fair value 3,319 7,469 3,592 14,380 Balance—June 30, 2021 $ 514 $ — $ — $ 514 |
Fair Value Measurement Inputs and Valuation Techniques | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company's warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2021 and December 31, 2020 was as follows: June 30, December 31, 2021 2020 Strike price $ 8.01 $ 0.01 Contractual term (years) 2.2 4.9 Volatility (annual) 86.8 % 86.8 % Risk-free rate 0.7 % 0.1 % Dividend yield (per share) 0.0 % 0.0 % |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Net | The Company's property and equipment, net comprised the following (in thousands): June 30, December 31, 2021 2020 Equipment $ 775 $ 512 Furniture and fixtures 33 27 Leasehold improvements 59 43 Total property and equipment 867 582 Less: accumulated depreciation (455) (426) Property and equipment, net $ 412 $ 156 |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets comprised the following (in thousands): June 30, December 31, 2021 2020 Deferred offering costs $ — $ 1,978 Convertible note receivable — 5,000 Angion Pty tax — 352 Prepaid insurance 1,761 — Security deposit 90 — Other 538 360 Total prepaid and other current assets $ 2,389 $ 7,690 |
Schedule of Accrued Expenses | Accrued expenses comprised the following (in thousands): June 30, December 31, 2021 2020 Accrued compensation $ 4,093 $ 3,154 Accrued direct research costs 71 1,321 Accrued operating expenses 511 707 Accrued interest — 1,483 Total accrued expenses $ 4,675 $ 6,665 |
Series C Convertible Preferre_2
Series C Convertible Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Aggregate Values Recorded | The following table summarizes the aggregate values recorded for the Series C Preferred Stock as of December 31, 2020 (in thousands): At issuance December 31, 2020 Series C convertible preferred stock recorded at amortized cost Principal $ 22,308 $ 22,308 Settlement premium 5,577 5,577 Unamortized discounts and fees (9,250) (1,884) Net carrying amount $ 18,635 $ 26,001 Series C convertible preferred stock recorded at fair value Series C convertible preferred stock issued in exchange for convertible notes 2,254 Change in fair value of Series C convertible preferred stock exchanged for convertible notes 264 Total Series C convertible preferred stock $ 28,519 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards | The following assumptions were used to estimate the fair value of stock option awards: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Risk-free interest rate 1.1% 0.4% 0.7% 0.7% Expected dividend yield — — — — Expected term in years 6.05 6.02 5.99 5.98 Expected volatility 74.3%-74.8% 73.0%-73.4% 73.8%-86.8% 70.8%-73.4% |
Schedule of Share Option Activity | The following table summarizes information activity related to the Company’s share option plans: Number of Weighted Weighted Total Outstanding as of December 31, 2020 3,479,731 $ 6.97 8.4 $ 15,140 Options granted 1,024,121 15.89 — Options forfeited (6,809) 7.93 — Options exercised (8,650) 9.30 — Options expired (191) 7.77 — Outstanding as of June 30, 2021 4,488,202 $ 9.00 8.3 $ 26,230 Options vested and exercisable 2,172,339 $ 6.66 7.5 $ 17,061 |
Schedule of RSA and RSU Activity | The Company's RSA and RSU activity was as follows: Shares of Weighted Restricted Weighted Outstanding at December 31, 2020 14,585 $ 6.05 74,144 $ 6.50 Released (7,293) 6.05 (27,469) 6.33 Outstanding at June 30, 2021 7,292 $ 6.05 46,675 $ 7.97 Vested as of June 30, 2021 — 25,645 $ 8.40 |
Components of Stock-Based Compensation Expense | The following table summarizes the total stock-based compensation expense for the stock options, RSUs (including PSUs), RSAs and compensation issued in shares recorded in the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 1,409 $ 388 $ 3,952 $ 826 General and administrative 1,309 707 3,883 1,101 Total $ 2,718 $ 1,095 $ 7,835 $ 1,927 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants and Rights Outstanding [Abstract] | |
Schedule of Outstanding Warrants | As of June 30, 2021 and December 31, 2020, the outstanding warrants to purchase the Company's common stock comprised the following: Classification Exercise Expiration June 30, 2021 December 31, 2020 Warrants issued with 2015 Notes Liability $ 6.43 7/5/28 — 388,396 Warrants issued with 2016 Notes Liability $ 6.43 7/5/28 — 538,933 Warrants issued with 2017 Notes Liability $ 6.43 7/5/28 — 79,265 Warrants issued with 2018 Notes Liability $ 6.43 7/5/28 — 498,567 Warrants issued with Conversion of Notes to Common Stock Equity $ 8.03 8/31/28 232,287 238,779 Warrants issued with Units in the Equity Offering Equity $ 8.03 8/31/28 875,811 907,860 Broker Warrants issued with Equity Offering Equity $ 0.01 8/31/25 1,297 48,485 Consultant Warrants Liability $ 7.60 8/31/28 39,505 39,506 Total Warrants 1,148,900 2,739,791 |
Schedule of Warrant Activity | The Company's warrant activity for the six months ended June 30, 2021 was as follows: Warrants Weighted Weighted Balance—December 31, 2020 2,739,791 $ 7.00 4.9 Exercised (1,587,979) 7.87 Returned/cancelled (2,912) 8.03 Balance—June 30, 2021 1,148,900 $ 8.01 2.2 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating leases Operating lease cost $ 317 $ 293 $ 590 $ 581 Variable cost 85 57 215 149 Operating lease expense 402 350 805 730 Short-term lease rent expense 3 3 42 64 Total rent expense $ 405 $ 353 $ 847 $ 794 |
Schedule of quantitative information regarding NovaPark operating leases | The following table summarizes quantitative information about the Company's NovaPark operating leases (dollars in thousands): Six Months Ended June 30, 2021 2020 Operating cash flows from operating leases $ 543 $ 628 Right-of-use assets exchanged for operating lease liabilities $ 624 $ 27 Weighted-average remaining lease term—operating leases (in years) 3.5 6.0 Weighted-average discount rate—operating leases 4.9 % 11.0 % |
Schedule of maturities of lease liabilities | As of June 30, 2021, maturities of lease liabilities were as follows (in thousands): Years Ended December 31, Amounts 2021 (remaining six months) $ 645 2022 1,289 2023 1,305 2024 1,209 2025 1,104 Thereafter 516 Total 6,068 Less present value discount (1,289) Operating lease liabilities $ 4,779 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator Net loss attributable to common stockholders $ (17,072) $ (20,341) $ (53,759) $ (33,563) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 29,670,329 14,514,670 26,574,290 14,488,746 Net loss per share attributable to common stockholders, basic and diluted $ (0.58) $ (1.40) $ (2.02) $ (2.32) |
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: Six Months Ended June 30, 2021 2020 Shares issuable upon exercise of stock options 4,488,202 2,403,432 Shares issuable upon the exercise of warrants 1,148,900 1,840,033 Shares issuable upon conversion of the convertible notes (1) — 1,990,847 Shares issuable upon conversion of the Series C preferred stock (1) — 938,175 Non-vested shares under restricted stock unit grants 46,675 56,250 Non-vested shares under restricted stock grants 7,292 14,063 Total 5,691,069 7,242,800 ___________________________________ (1) The number of shares issuable upon conversion of the 2019 Notes and 2020 Notes has been estimated using the Company's common stock fair value at June 30, 2020, discounted by 20%. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Equity Method Investments | The following table provides the activity for the NovaPark investment for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Beginning balance $ 782 $ 877 $ 727 $ 849 (Losses) earnings from equity method investment (22) 28 45 56 Distribution from NovaPark (12) — (24) — Ending balance $ 748 $ 905 $ 748 $ 905 |
Description of the Business a_2
Description of the Business and Financial Condition (Details) | Feb. 09, 2021USD ($)$ / sharesshares | Feb. 01, 2021 | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Feb. 10, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock split, conversion ratio | 1.55583 | |||||
Share price (in dollars per share) | $ / shares | $ 16 | |||||
Convertible notes payable | $ 0 | $ 0 | ||||
Common stock, shares authorized (in shares) | shares | 300,000,000 | 300,000,000 | 30,000,000 | |||
Preferred stock, shares authorized (in shares) | 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 | $ 117,313,000 | $ 34,607,000 | ||||
Accumulated deficit | $ (214,321,000) | $ (160,562,000) | ||||
Series C Convertible Preferred Stock at Fair Value | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Convertible preferred stocks outstanding (in shares) | shares | 0 | 0 | ||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares sold in offering (in shares) | shares | 5,750,000 | |||||
Share price (in dollars per share) | $ / shares | $ 16 | |||||
Net proceeds from issuance of common stock upon IPO and Concurrent Private Placement, net of discount and commissions | $ 85,600,000 | |||||
Stock issuance costs | $ 6,400,000 | |||||
Stock issuance costs | $ 9,300,000 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares sold in offering (in shares) | shares | 750,000 | |||||
Private placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares sold in offering (in shares) | shares | 1,562,500 | |||||
Net proceeds from issuance of common stock upon IPO and Concurrent Private Placement, net of discount and commissions | $ 24,300,000 | |||||
Private placement fee rate | 3.00% | |||||
Stock issuance costs | $ 700,000 | $ 700,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended | |||
Jun. 30, 2021USD ($)optionshares | Feb. 10, 2021USD ($)shares | Feb. 09, 2021USD ($) | Dec. 31, 2020USD ($) | |
Class of Stock [Line Items] | ||||
Number of operating segments | option | 1 | |||
Deferred offering costs | $ 0 | $ 2,800,000 | $ 1,978,000 | |
Convertible notes payable | $ 0 | $ 0 | ||
Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stocks outstanding (in shares) | shares | 0 | 0 |
Revenue and Deferred Revenue (D
Revenue and Deferred Revenue (Details) - USD ($) $ in Thousands | Feb. 09, 2021 | Nov. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | |||||||
Contract revenue | $ 540 | $ 0 | $ 911 | $ 0 | |||
Deferred revenue—current | 5,181 | $ 5,181 | $ 3,942 | ||||
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 | $ 80,000 | ||||||
Contract with customer, liability | 30,000 | 28,900 | $ 28,900 | ||||
Equity securities | $ 30,000 | ||||||
Post-approval milestone payment, entitled to receive | 260,000 | ||||||
Sales-related milestone payment, entitled to receive | 1,585,000 | ||||||
Total milestone payment, entitled to receive | $ 1,925,000 | ||||||
Royalty rates (up to) | 40.00% | ||||||
Transaction price, percent of upfront payment | 50.00% | ||||||
Contract revenue | 500 | 900 | |||||
Deferred revenue—current | $ 5,200 | $ 5,200 | |||||
Vifor Pharma | License | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-11-06 | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Transaction price at inception of license agreement | $ 15,000 | ||||||
Performance period | 9 years 6 months | 9 years 6 months | |||||
Vifor Pharma | License | IPO | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Equity investment received | 5,000 | ||||||
Vifor Pharma | License | Private placement | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Equity investment received | $ 25,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Liabilities included in: | ||
Series C convertible preferred stock at fair value | $ 0 | $ 2,518 |
Fair value measurements, recurring | ||
Assets included in: | ||
Cash and cash equivalents - Money market securities | 1 | 1 |
Total fair value | 1 | 1 |
Liabilities included in: | ||
Convertible notes | 51,170 | |
Warrants | 514 | 10,704 |
Series C convertible preferred stock at fair value | 2,518 | |
Total fair value | 514 | 64,392 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair value measurements, recurring | ||
Assets included in: | ||
Cash and cash equivalents - Money market securities | 1 | 1 |
Total fair value | 1 | 1 |
Liabilities included in: | ||
Convertible notes | 0 | |
Warrants | 0 | 0 |
Series C convertible preferred stock at fair value | 0 | |
Total fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Fair value measurements, recurring | ||
Assets included in: | ||
Cash and cash equivalents - Money market securities | 0 | 0 |
Total fair value | 0 | 0 |
Liabilities included in: | ||
Convertible notes | 0 | |
Warrants | 0 | 0 |
Series C convertible preferred stock at fair value | 0 | |
Total fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair value measurements, recurring | ||
Assets included in: | ||
Cash and cash equivalents - Money market securities | 0 | 0 |
Total fair value | 0 | 0 |
Liabilities included in: | ||
Convertible notes | 51,170 | |
Warrants | 514 | 10,704 |
Series C convertible preferred stock at fair value | 2,518 | |
Total fair value | $ 514 | $ 64,392 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Liabilities, Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 64,392 |
Change in fair value | 14,380 |
Ending balance | 514 |
Warrant Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 10,704 |
Settlements | (13,509) |
Change in fair value | 3,319 |
Ending balance | 514 |
Convertible Notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 51,170 |
Settlements | (58,639) |
Change in fair value | 7,469 |
Series C Convertible Preferred Stock at Fair Value | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 2,518 |
Settlements | (6,110) |
Change in fair value | $ 3,592 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Feb. 09, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 10, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Conversion price of convertible notes (in dollars per share) | $ 11.57 | |||||
Convertible notes payable | $ 0 | $ 0 | $ 0 | |||
Exercise price of equity-classified broker warrants (in dollars per share) | $ 6.43 | $ 6.43 | ||||
Change in fair value of warrant liability | $ (200,000) | $ 456,000 | $ 3,319,000 | $ 748,000 | ||
Series C Convertible Preferred Stock at Fair Value | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Convertible preferred stocks outstanding (in shares) | 0 | 0 | 0 | |||
Convertible Preferred Stock Subject to Mandatory Redemption | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Conversion price of series C preferred stock (in dollars per share) | 11.57 | |||||
Convertible Notes | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Conversion price of convertible notes (in dollars per share) | $ 11.57 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Details) | Jun. 30, 2021$ / shares | Dec. 31, 2020$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, contractual term | 2 years 2 months 12 days | 4 years 10 months 24 days |
Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 8.01 | 10 |
Volatility (annual) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.868 | 0.868 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.007 | 0.001 |
Dividend yield (per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 867 | $ 582 |
Less: accumulated depreciation | (455) | (426) |
Property and equipment, net | 412 | 156 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 775 | 512 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 33 | 27 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 59 | $ 43 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation | $ 23 | $ 47 | $ 29 | $ 74 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Feb. 09, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred offering costs | $ 0 | $ 2,800 | $ 1,978 |
Convertible note receivable | 0 | 5,000 | |
Angion Pty tax | 0 | 352 | |
Prepaid insurance | 1,761 | 0 | |
Security deposit | 90 | 0 | |
Other | 538 | 360 | |
Total prepaid and other current assets | $ 2,389 | $ 7,690 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation | $ 4,093 | $ 3,154 |
Accrued direct research costs | 71 | 1,321 |
Accrued operating expenses | 511 | 707 |
Accrued interest | 0 | 1,483 |
Total accrued expenses | $ 4,675 | $ 6,665 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Feb. 09, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Debt Conversion [Line Items] | |||||
Share price (in dollars per share) | $ 16 | ||||
Conversion price (in dollars per share) | 11.57 | ||||
Convertible notes payable | $ 0 | ||||
IPO | |||||
Debt Conversion [Line Items] | |||||
Share price (in dollars per share) | $ 16 | ||||
Common Stock | IPO | |||||
Debt Conversion [Line Items] | |||||
Conversion of convertible notes (in shares) | 3,636,189 | ||||
2020 Notes | Common Stock | |||||
Debt Conversion [Line Items] | |||||
Conversion of convertible notes (in shares) | 33,978 | ||||
Additional Convertible Notes and Vifor Convertible Note | Common Stock | |||||
Debt Conversion [Line Items] | |||||
Conversion of convertible notes (in shares) | 3,636,189 | ||||
Convertible Notes | |||||
Debt Conversion [Line Items] | |||||
Aggregate principal amount of convertible notes issued | $ 39,800,000 | ||||
Accrued interest | $ 1,800,000 | ||||
Conversion price (in dollars per share) | $ 11.57 |
Series C Convertible Preferre_3
Series C Convertible Preferred Stock - Summary of Aggregate Values Recorded (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Feb. 09, 2021 | Dec. 31, 2020 |
Series C convertible preferred stock recorded at amortized cost | |||
Principal | $ 22,308 | $ 22,308 | |
Settlement premium | 5,577 | 5,577 | |
Unamortized discounts and fees | (9,250) | (1,884) | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount, Current | $ 0 | $ 18,635 | 26,001 |
Series C convertible preferred stock recorded at fair value | |||
Series C convertible preferred stock issued in exchange for convertible notes | 2,254 | ||
Change in fair value of Series C convertible preferred stock exchanged for convertible notes | 264 | ||
Total Series C convertible preferred stock | $ 28,519 |
Series C Convertible Preferre_4
Series C Convertible Preferred Stock - Additional Information (Details) - $ / shares | Jun. 30, 2021 | Feb. 09, 2021 |
Class of Stock [Line Items] | ||
Share price (in dollars per share) | $ 16 | |
Series C preferred stock | ||
Class of Stock [Line Items] | ||
Shares of common stock into which all convertible preferred stock outstanding were automatically converted into (in shares) | 2,234,640 | |
Convertible preferred stock, conversion price (in dollars per share) | $ 11.57 | |
Shares of convertible preferred stock (in shares) | 0 | |
IPO | ||
Class of Stock [Line Items] | ||
Share price (in dollars per share) | $ 16 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Feb. 09, 2021 | Dec. 31, 2020 |
Equity [Abstract] | |||
Shares authorized (in shares) | 310,000,000 | ||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 30,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||
Treasury stock | $ 4,210 | $ 1,846 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 09, 2021 | Jan. 25, 2021 | Jun. 30, 2021 | Jun. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | 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) | $ 9.29 | $ 5.04 | $ 8.89 | $ 5.34 | |||||
Unrecognized compensation related to unvested stock option awards | $ 9.5 | $ 9.5 | $ 9.5 | ||||||
Stock Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |||||
Unrecognized compensation related to unvested stock option awards, period for recognition (in years) | 2 years 8 months 12 days | ||||||||
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 | |||||||
Non-option equity instruments outstanding (in shares) | 185,510 | 185,510 | 185,510 | ||||||
Employee Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares authorized for issuance (in shares) | 0 | 0 | 0 | ||||||
Shares reserved for future issuance (in shares) | 390,000 | ||||||||
Shares available for purchase under the ESPP (in shares) | 390,000 | 390,000 | 390,000 | ||||||
2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Post-IPO capitalization rate | 11.00% | ||||||||
Shares authorized for issuance (in shares) | 60,000,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards (Details) - Stock Option | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.10% | 0.40% | 0.70% | 0.70% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected term in years | 6 years 18 days | 6 years 7 days | 5 years 11 months 26 days | 5 years 11 months 23 days |
Expected volatility, minimum | 74.30% | 73.00% | 73.80% | 70.80% |
Expected volatility, maximum | 74.80% | 73.40% | 86.80% | 73.40% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | shares | 3,479,731 | |
Options granted (in shares) | shares | 1,024,121 | |
Options forfeited (in shares) | shares | (6,809) | |
Options exercised (in shares) | shares | (8,650) | |
Options expired (in shares) | shares | (191) | |
Outstanding at end of period (in shares) | shares | 4,488,202 | 3,479,731 |
Options vested and exercisable (in shares) | shares | 2,172,339 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 6.97 | |
Options granted (in dollars per share) | $ / shares | 15.89 | |
Options forfeited (in dollars per share) | $ / shares | 7.93 | |
Options exercised (in dollars per share) | $ / shares | 9.30 | |
Options expired (in dollars per share) | $ / shares | 7.77 | |
Outstanding at end of period (in dollars per share) | $ / shares | 9 | $ 6.97 |
Options vested and exercisable (in dollars per share) | $ / shares | $ 6.66 | |
Stock Option Activity, Additional Disclosures | ||
Options outstanding, weighted average remaining contractual life (in years) | 8 years 3 months 18 days | 8 years 4 months 24 days |
Options vested and exercisable, weighted average remaining contractual life (in years) | 7 years 6 months | |
Options outstanding, total intrinsic value | $ | $ 26,230 | $ 15,140 |
Options vested and exercisable, total intrinsic value | $ | $ 17,061 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSA and RSU Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Shares of Restricted Stock | ||
Shares of Restricted Stock and Restricted Stock Units Activity | ||
Outstanding at beginning of period (in shares) | 14,585 | |
Released (in shares) | (7,293) | |
Outstanding at end of period (in shares) | 7,292 | |
Shares of Restricted Stock and Restricted Stock Units Weighted Average Grant Date Fair Value Per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 6.05 | $ 6.05 |
Released (in dollars per share) | 6.05 | |
Outstanding at end of period (in dollars per share) | $ 6.05 | |
Restricted Stock Units | ||
Shares of Restricted Stock and Restricted Stock Units Activity | ||
Outstanding at beginning of period (in shares) | 74,144 | |
Released (in shares) | (27,469) | |
Outstanding at end of period (in shares) | 46,675 | |
Vested at end of period (in shares) | 25,645 | |
Shares of Restricted Stock and Restricted Stock Units Weighted Average Grant Date Fair Value Per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 7.97 | $ 6.50 |
Released (in dollars per share) | 6.33 | |
Outstanding at end of period (in dollars per share) | 7.97 | |
Vested at end of period (in dollars per share) | $ 8.40 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Components of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 2,718 | $ 1,095 | $ 7,835 | $ 1,927 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,409 | 388 | 3,952 | 826 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 1,309 | $ 707 | $ 3,883 | $ 1,101 |
Warrants - Outstanding Warrants
Warrants - Outstanding Warrants (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 6.43 | |
Warrants outstanding (in shares) | 1,148,900 | 2,739,791 |
Warrants issued with 2015 Notes, Liability | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 6.43 | |
Warrants outstanding (in shares) | 388,396 | |
Warrants issued with 2016 Notes, Liability | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 6.43 | |
Warrants outstanding (in shares) | 538,933 | |
Warrants issued with 2017 Notes, Liability | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 6.43 | |
Warrants outstanding (in shares) | 79,265 | |
Warrants issued with 2018 Notes, Liability | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 6.43 | |
Warrants outstanding (in shares) | 498,567 | |
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 | 238,779 |
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) | 875,811 | 907,860 |
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 | 48,485 |
Consultant Warrants, Liability | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 7.60 | |
Warrants outstanding (in shares) | 39,505 | 39,506 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - $ / shares | 1 Months Ended | 3 Months Ended |
Feb. 28, 2021 | Jun. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 6.43 | |
Warrant conversion price (in dollars per share) | $ 11.57 | |
Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Exercise of warrants (in shares) | 844,335 | 22,714 |
Warrants issued with 2015 Notes, 2016 Notes, 2017 Notes, and 2018 Notes | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 6.43 |
Warrants - Warrant Activity (De
Warrants - Warrant Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Balance, beginning (in shares) | 2,739,791 | |
Exercised (in shares) | (1,587,979) | |
Returned/cancelled (in shares) | (2,912) | |
Balance, ending (in shares) | 1,148,900 | 2,739,791 |
Weighted Average Exercise Price | ||
Balance, beginning (in dollars per share) | $ 7 | |
Exercised (in dollars per share) | 7.87 | |
Returned/cancelled (in dollars per share) | 8.03 | |
Balance, ending (in dollars per share) | $ 8.01 | $ 7 |
Weighted Average Remaining Contractual Life (in years) | ||
Balance, weighted average remaining contractual life (in years) | 2 years 2 months 12 days | 4 years 10 months 24 days |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | May 26, 2021USD ($) | Feb. 28, 2021USD ($)ft²option | Jul. 31, 2020USD ($) | Apr. 30, 2020USD ($) | Jun. 30, 2021USD ($)ft² | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)ft² | Jun. 30, 2020USD ($) |
Lessee, Lease, Description [Line Items] | ||||||||
Proceeds from loan from Paycheck Protection Program of the 2020 CARES Act | $ 0 | $ 895 | ||||||
Gain upon debt extinguishment | $ 900 | $ 905 | $ 0 | $ 905 | $ 0 | |||
Paycheck Protection Program, CARES Act | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Proceeds from loan from Paycheck Protection Program of the 2020 CARES Act | $ 900 | |||||||
New Jersey | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Area of office space (in sqft) | ft² | 2,105 | 2,105 | ||||||
Operating lease, payment per year | $ 100 | |||||||
California | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payment per year | $ 13 | |||||||
Massachusetts | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Area of office space (in sqft) | ft² | 6,157 | |||||||
Operating lease, payment per year | $ 200 | |||||||
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating leases | ||||
Operating lease cost | $ 317 | $ 293 | $ 590 | $ 581 |
Variable cost | 85 | 57 | 215 | 149 |
Operating lease expense | 402 | 350 | 805 | 730 |
Short-term lease rent expense | 3 | 3 | 42 | 64 |
Total rent expense | $ 405 | $ 353 | $ 847 | $ 794 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Quantitative Information about Operating Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 543 | $ 628 |
Right-of-use assets exchanged for operating lease liabilities | $ 624 | $ 27 |
Weighted-average remaining lease term—operating leases (in years) | 3 years 6 months | 6 years |
Weighted-average discount rate—operating leases | 4.90% | 11.00% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (remaining six months) | $ 645 |
2022 | 1,289 |
2023 | 1,305 |
2024 | 1,209 |
2025 | 1,104 |
Thereafter | 516 |
Total | 6,068 |
Less present value discount | (1,289) |
Operating lease liabilities | $ 4,779 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 0 | $ 800 | $ 800 | $ 800 |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Employee Benefit Plan - Narrati
Employee Benefit Plan - Narrative (Details) - Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |
Employers matching contribution annual vesting (in percentage) | 100.00% |
Employer matching contribution, percent of employees' gross pay, 100% employer match | 3.00% |
Minimum | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution, percent of employees' gross pay, 50% employer match | 4.00% |
Maximum | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution, percent of employees' gross pay, 50% employer match | 5.00% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of net loss per share, basic and diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator | ||||||
Net loss | $ (17,072) | $ (36,687) | $ (20,341) | $ (13,222) | $ (53,759) | $ (33,563) |
Denominator: | ||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 29,670,329 | 14,514,670 | 26,574,290 | 14,488,746 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 29,670,329 | 14,514,670 | 26,574,290 | 14,488,746 | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.58) | $ (1.40) | $ (2.02) | $ (2.32) | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.58) | $ (1.40) | $ (2.02) | $ (2.32) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of antidilutive securities excluded from computation of net loss per share (Details) | 6 Months Ended | |
Jun. 30, 2021shares | Jun. 30, 2020shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 5,691,069 | 7,242,800 |
Discount rate | 0.20 | |
Shares issuable upon exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,488,202 | 2,403,432 |
Shares issuable upon the exercise of warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,148,900 | 1,840,033 |
Shares issuable upon conversion of the convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 1,990,847 |
Shares issuable upon conversion of the Series C preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 938,175 |
Non-vested shares under restricted stock unit grants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 46,675 | 56,250 |
Non-vested shares under restricted stock grants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 7,292 | 14,063 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Feb. 09, 2021 | Nov. 30, 2013 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 10, 2021 | Jul. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||
Operating lease cost | $ 317,000 | $ 293,000 | $ 590,000 | $ 581,000 | ||||
Variable cost | 85,000 | 57,000 | 215,000 | 149,000 | ||||
Conversion price (in dollars per share) | $ 11.57 | |||||||
Convertible notes payable | $ 0 | $ 0 | $ 0 | |||||
Series C preferred stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of convertible preferred stock into common stock upon IPO (in shares) | 2,234,640 | |||||||
Convertible preferred stock, conversion price (in dollars per share) | $ 11.57 | |||||||
Shares of convertible preferred stock (in shares) | 0 | 0 | ||||||
Ohr Cosmetics, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Potential maximum milestone payment | $ 9,000,000 | |||||||
Royalties and milestone payments, period | 15 years | |||||||
Immediate Family of Executive Chairman | Ohr Cosmetics, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Family of the Executive Chairman investment, ownership percentage | 81.30% | |||||||
Affiliated Entity | Legal Services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | $ 0 | 17,000 | $ 0 | 17,000 | ||||
Affiliated Entity | Ohr Cosmetics, LLC | License | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from license agreement | 0 | 0 | 0 | 0 | ||||
Equity Method Investee | NovaPark | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease cost | 300,000 | 300,000 | 500,000 | 500,000 | ||||
Variable cost | $ 100,000 | 100,000 | $ 200,000 | 100,000 | ||||
Directors and Family Member of Chief Executive Officer/Director | Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of convertible notes (in shares) | 149,500 | |||||||
Conversion price (in dollars per share) | $ 11.57 | |||||||
Chief Executive Officer and Director | Series C preferred stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of convertible preferred stock into common stock upon IPO (in shares) | 165,094 | |||||||
Convertible preferred stock, conversion price (in dollars per share) | $ 11.57 | |||||||
Shares of convertible preferred stock (in shares) | 0 | 0 | ||||||
Immediate Family Member of Management or Principal Owner | Consulting Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | $ 22,000 | 0 | $ 59,000 | 29,000 | ||||
Former Member of the Board of Directors | Consulting Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | $ 18,000 | $ 36,000 | $ 45,000 | $ 45,000 | ||||
Ohr Cosmetics, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Investment, ownership percentage | 2.40% | 2.40% | ||||||
Ohr Cosmetics, LLC | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Investment, at cost | $ 150,000 | |||||||
NovaPark | Equity Method Investee | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity method investment, ownership percentage | 10.00% | 10.00% |
Related Party Transactions - No
Related Party Transactions - Nova Park Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Equity Method Investments [Roll Forward] | ||||
(Losses) earnings from equity method investment | $ 45 | $ 56 | ||
Distribution from NovaPark | (24) | 0 | ||
NovaPark | Equity Method Investee | ||||
Equity Method Investments [Roll Forward] | ||||
Beginning balance | $ 782 | $ 877 | 727 | 849 |
(Losses) earnings from equity method investment | (22) | 28 | 45 | 56 |
Distribution from NovaPark | (12) | 0 | (24) | 0 |
Ending balance | $ 748 | $ 905 | $ 748 | $ 905 |