Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36754 | |
Entity Registrant Name | EVOFEM BIOSCIENCES, INC. | |
Entity Central Index Key | 0001618835 | |
Entity Tax Identification Number | 20-8527075 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 7770 Regents Road | |
Entity Address, Address Line Two | Suite 113-618 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92122 | |
City Area Code | 858 | |
Local Phone Number | 550-1900 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | EVFM | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,730,210 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 2,769 | |
Restricted cash | 410 | 1,207 |
Trade accounts receivable, net | 6,322 | 1,126 |
Inventories | 2,526 | 5,379 |
Prepaid and other current assets | 2,247 | 2,218 |
Total current assets | 11,505 | 12,699 |
Property and equipment, net | 1,631 | 3,940 |
Operating lease right-of-use assets | 151 | 4,406 |
Other noncurrent assets | 35 | 4,118 |
Total assets | 13,322 | 25,163 |
Current liabilities: | ||
Accounts payable | 16,199 | 14,984 |
Convertible notes – carried at fair value (Note 4) | 13,110 | 39,416 |
Convertible notes – Adjuvant (Note 4) | 27,969 | 26,268 |
Accrued expenses | 5,100 | 4,124 |
Accrued compensation | 1,820 | 2,175 |
Operating lease liabilities-current | 138 | 2,311 |
Derivative liabilities | 1,676 | |
Other current liabilities | 3,532 | 2,876 |
Total current liabilities | 67,868 | 93,830 |
Operating lease liabilities- noncurrent | 13 | 3,133 |
Total liabilities | 67,881 | 96,963 |
Commitments and contingencies (Note 7) | ||
Convertible and redeemable preferred stock, $0.0001 par value, Senior to common stock | ||
Series B-1, B-2, C and E-1 convertible preferred stock, 5,000, 5,000, 1,700 and 2,300 shares authorized; 1,800 shares of E-1 issued and outstanding at September 30, 2023; no other shares issued and outstanding at September 30, 2023 and December 31, 2022 | 1,800 | |
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value; 3,000,000,000 shares authorized; 5,680,210 and 984,786 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | ||
Additional paid-in capital | 828,552 | 817,367 |
Accumulated other comprehensive income (loss) | (287) | 49,527 |
Accumulated deficit | (884,624) | (938,694) |
Total stockholders’ deficit | (56,359) | (71,800) |
Total liabilities, convertible and redeemable preferred stock and stockholders’ deficit | $ 13,322 | $ 25,163 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Convertible preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, shares issued | 0 | 0 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 5,680,210 | 984,786 |
Common stock, shares outstanding | 5,680,210 | 984,786 |
Series B1 Convertible and Redeemable Preferred Stock [Member] | ||
Temporary equity, shares authorized | 5,000 | 5,000 |
Series B2 Convertible and Redeemable Preferred Stock [Member] | ||
Temporary equity, shares authorized | 5,000 | 5,000 |
Series C Convertible and Redeemable Preferred Stock [Member] | ||
Temporary equity, shares authorized | 1,700 | 1,700 |
Series E1 Convertible And Redeemable Preferred Stock [Member] | ||
Temporary equity, shares authorized | 2,300 | 2,300 |
Temporary equity, shares outstanding | 1,800 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Product sales, net | $ 5,112 | $ 6,371 | $ 13,379 | $ 16,656 |
Operating Expenses: | ||||
Cost of goods sold | 1,889 | 1,680 | 5,558 | 4,031 |
Research and development | 614 | 5,207 | 1,556 | 23,342 |
Selling and marketing | 2,985 | 11,948 | 9,036 | 36,951 |
General and administrative | 3,176 | 6,260 | 11,696 | 24,404 |
Total operating expenses | 8,664 | 25,095 | 27,846 | 88,728 |
Loss from operations | (3,552) | (18,724) | (14,467) | (72,072) |
Other income (expense): | ||||
Interest income | 2 | 50 | 28 | 55 |
Other expense, net | (596) | (436) | (2,041) | (1,322) |
Loss on issuance of financial instruments | (5,175) | (5,286) | (72,002) | |
Gain (loss) on debt extinguishment | 75,337 | (24,487) | 75,337 | (24,487) |
Change in fair value of financial instruments | 133,116 | 1,539 | 101,502 | |
Total other income, net | 69,568 | 108,243 | 69,577 | 3,746 |
Income (loss) before income tax | 66,016 | 89,519 | 55,110 | (68,326) |
Income tax expense | (11) | (13) | (17) | (36) |
Net income (loss) | 66,005 | 89,506 | 55,093 | (68,362) |
Convertible preferred stock deemed dividends | 1,827 | |||
Net income (loss) attributable to common stockholders | $ 66,005 | $ 89,506 | $ 55,093 | $ (66,535) |
Net income (loss) per share, basic | $ 15.34 | $ 135.72 | $ 21.42 | $ (206.38) |
Net income (loss) per share, diluted | $ 0.10 | $ (4.39) | $ 0.09 | $ (206.38) |
Weighted-average shares used to compute net income (loss), basic | 4,236,477 | 659,480 | 2,524,302 | 322,385 |
Weighted-average shares used to compute net income (loss), diluted | 729,979,486 | 4,441,972 | 694,561,898 | 322,385 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net income (loss) | $ 66,005 | $ 89,506 | $ 55,093 | $ (68,362) |
Other comprehensive income (loss): | ||||
Change in fair value of financial instruments attributed to credit risk change | (455) | 35,362 | 23,373 | 31,868 |
Reclassification adjustment related to debt extinguishment | (73,187) | (73,187) | ||
Comprehensive income (loss) | $ (7,637) | $ 124,868 | $ 5,279 | $ (36,494) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible and Redeemable Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] Series E1 Convertible And Redeemable Preferred Stock [Member] | Preferred Stock [Member] Series E1 Convertible And Redeemable Preferred Stock [Member] Rights [Member] | Preferred Stock [Member] Series B Convertible and Redeemable Preferred Stock [Member] | Preferred Stock [Member] Series C Convertible and Redeemable Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Stock Purchase Agreement [Member] | Common Stock [Member] IPO [Member] | Common Stock [Member] Rights [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Rights [Member] | AOCI Attributable to Parent [Member] | AOCI Attributable to Parent [Member] Rights [Member] | Retained Earnings [Member] | Retained Earnings [Member] Rights [Member] | Series E1 Convertible And Redeemable Preferred Stock [Member] | Total | Rights [Member] |
Balance, value at Dec. 31, 2021 | $ 751,276 | $ 5,089 | $ (860,680) | $ (104,315) | |||||||||||||
Temporary equity, shares outstanding, balance at Dec. 31, 2021 | 5,000 | ||||||||||||||||
Common stock shares outstanding at Dec. 31, 2021 | 86,666 | ||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 4,740 | ||||||||||||||||
Stock-based compensation | 1,067 | 1,067 | |||||||||||||||
Change in fair value of financial instruments attributed to credit risk change (see Note 4) | 181 | 181 | |||||||||||||||
Net loss | (31,888) | ||||||||||||||||
Conversion of series B-2 convertible preferred stock | 708 | 708 | |||||||||||||||
Issuance of common stock - Stock Purchase Agreement (see Note 8), shares | 9,673 | ||||||||||||||||
Issuance of common stock - Stock Purchase Agreement (see Note 8) | 5,400 | 5,400 | |||||||||||||||
Conversion of series B-2 convertible preferred stock, shares | (650) | ||||||||||||||||
Conversion of series B-2 convertible preferred stock, value | $ (619) | ||||||||||||||||
Conversion of series B-2 convertible preferred stock, shares | 978 | ||||||||||||||||
Exchange of series B-2 convertible preferred stock, shares | (1,700) | 1,700 | |||||||||||||||
Exchange of series B-2 convertible preferred stock, value | $ (1,616) | $ 1,616 | |||||||||||||||
Exchange of series B-2 convertible preferred stock (see Note 8) | |||||||||||||||||
Convertible preferred stock deemed dividends, value | $ 16 | $ 1 | |||||||||||||||
Convertible preferred stock deemed dividends | (81) | (81) | |||||||||||||||
Restricted stock awards issued, shares | 1,259 | ||||||||||||||||
Restricted stock awards issued | |||||||||||||||||
Modification of the Baker Warrants (see Note 8) | 828 | 828 | |||||||||||||||
Balance, value at Mar. 31, 2022 | 759,198 | 5,270 | (892,568) | (128,100) | |||||||||||||
Temporary equity, shares outstanding, balance at Mar. 31, 2022 | 2,650 | 1,700,000 | |||||||||||||||
Common stock shares outstanding at Mar. 31, 2022 | 98,576 | ||||||||||||||||
Temporary equity, beginning balance at Mar. 31, 2022 | $ 2,521 | $ 1,617 | |||||||||||||||
Balance, value at Dec. 31, 2021 | 751,276 | 5,089 | (860,680) | (104,315) | |||||||||||||
Temporary equity, shares outstanding, balance at Dec. 31, 2021 | 5,000 | ||||||||||||||||
Common stock shares outstanding at Dec. 31, 2021 | 86,666 | ||||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 4,740 | ||||||||||||||||
Change in fair value of financial instruments attributed to credit risk change (see Note 4) | 31,868 | ||||||||||||||||
Net loss | (68,362) | ||||||||||||||||
Extinguishment of Baker Notes (Note 4) | |||||||||||||||||
Convertible preferred stock deemed dividends, value | (1,827) | ||||||||||||||||
Balance, value at Sep. 30, 2022 | 815,357 | 36,957 | (930,358) | (78,044) | |||||||||||||
Temporary equity, shares outstanding, balance at Sep. 30, 2022 | |||||||||||||||||
Common stock shares outstanding at Sep. 30, 2022 | 815,985 | ||||||||||||||||
Temporary equity, beginning balance at Sep. 30, 2022 | |||||||||||||||||
Balance, value at Mar. 31, 2022 | 759,198 | 5,270 | (892,568) | (128,100) | |||||||||||||
Temporary equity, shares outstanding, balance at Mar. 31, 2022 | 2,650 | 1,700,000 | |||||||||||||||
Common stock shares outstanding at Mar. 31, 2022 | 98,576 | ||||||||||||||||
Temporary equity, beginning balance at Mar. 31, 2022 | $ 2,521 | $ 1,617 | |||||||||||||||
Issuance of common stock upon cash exercise of warrants | 32,889 | 32,889 | |||||||||||||||
Issuance of common stock upon cash exercise of warrants, shares | 327,719 | ||||||||||||||||
Stock-based compensation | 1,081 | 1,081 | |||||||||||||||
Change in fair value of financial instruments attributed to credit risk change (see Note 4) | (3,675) | (3,675) | |||||||||||||||
Net loss | (125,980) | (125,980) | |||||||||||||||
Conversion of series B-2 convertible preferred stock | 543 | 543 | |||||||||||||||
Issuance of common stock - Stock Purchase Agreement (see Note 8), shares | 7,067 | ||||||||||||||||
Issuance of common stock - Stock Purchase Agreement (see Note 8) | 2,553 | 2,553 | |||||||||||||||
Conversion of series B-2 convertible preferred stock, shares | (550) | ||||||||||||||||
Conversion of series B-2 convertible preferred stock, value | $ (524) | (72) | |||||||||||||||
Conversion of series B-2 convertible preferred stock, shares | 1,369 | ||||||||||||||||
Convertible preferred stock deemed dividends, value | $ 102 | $ 83 | |||||||||||||||
Convertible preferred stock deemed dividends | |||||||||||||||||
Modification of the Baker Warrants (see Note 8) | 231 | 231 | |||||||||||||||
Issuance of common stock - May 2022 Public Offering (see Note 8), shares | 181,320 | ||||||||||||||||
Issuance costs in connection with May 2022 Public Offering | 1,264 | 1,264 | |||||||||||||||
Issuance of common stock - ESPP, shares | 601 | ||||||||||||||||
Issuance of common stock - ESPP | 20 | ||||||||||||||||
Issuance of common stock - a360 Media, shares | 18,547 | ||||||||||||||||
Issuance of common stock - a360 Media | 858 | 858 | |||||||||||||||
Cash repurchase of fractional common stock after the reverse stock split, shares | (88) | ||||||||||||||||
Cash repurchase of fractional common stock after the reverse stock split | (18) | (18) | |||||||||||||||
May 2022 exchange transaction, shares | (2,100) | (1,700) | |||||||||||||||
May 2022 exchange transaction, value | $ (2,099) | $ (1,628) | |||||||||||||||
May 2022 exchange transaction, shares | (2,600) | ||||||||||||||||
May 2022 exchange transaction | 3,655 | (1,316) | 2,339 | ||||||||||||||
May 2022 exchange transaction | (3,655) | 1,316 | (2,339) | ||||||||||||||
Restricted stock awards cancelled, shares | (53) | ||||||||||||||||
Restricted stock awards cancelled | |||||||||||||||||
Balance, value at Jun. 30, 2022 | 802,274 | 1,595 | (1,019,864) | (215,995) | |||||||||||||
Temporary equity, shares outstanding, balance at Jun. 30, 2022 | |||||||||||||||||
Common stock shares outstanding at Jun. 30, 2022 | 632,458 | ||||||||||||||||
Temporary equity, beginning balance at Jun. 30, 2022 | |||||||||||||||||
Issuance of common stock upon cash exercise of warrants | 9,043 | 9,043 | |||||||||||||||
Issuance of common stock upon cash exercise of warrants, shares | 57,479 | ||||||||||||||||
Issuance of common stock upon noncash exercise of Purchase Rights | 523 | 523 | |||||||||||||||
Issuance of common stock upon noncash exercise of Purchase Rights, shares | 90,692 | ||||||||||||||||
Stock-based compensation | 981 | 981 | |||||||||||||||
Change in fair value of financial instruments attributed to credit risk change (see Note 4) | 35,362 | 35,362 | |||||||||||||||
Net loss | 89,506 | 89,506 | |||||||||||||||
Extinguishment of Baker Notes (Note 4) | |||||||||||||||||
Convertible preferred stock deemed dividends, value | |||||||||||||||||
Modification of the Baker Warrants (see Note 8) | 11 | 11 | |||||||||||||||
Issuance costs in connection with May 2022 Public Offering | (25) | (25) | |||||||||||||||
Issuance of common stock - a360 Media, shares | 35,361 | ||||||||||||||||
Issuance of common stock - a360 Media | 2,550 | 2,550 | |||||||||||||||
Restricted stock awards cancelled, shares | (5) | ||||||||||||||||
Restricted stock awards cancelled | |||||||||||||||||
Balance, value at Sep. 30, 2022 | 815,357 | 36,957 | (930,358) | (78,044) | |||||||||||||
Temporary equity, shares outstanding, balance at Sep. 30, 2022 | |||||||||||||||||
Common stock shares outstanding at Sep. 30, 2022 | 815,985 | ||||||||||||||||
Temporary equity, beginning balance at Sep. 30, 2022 | |||||||||||||||||
Balance, value at Dec. 31, 2022 | 817,367 | 49,527 | (938,694) | $ (71,800) | |||||||||||||
Temporary equity, shares outstanding, balance at Dec. 31, 2022 | 0 | ||||||||||||||||
Common stock shares outstanding at Dec. 31, 2022 | 984,786 | 984,786 | |||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2022 | |||||||||||||||||
Issuance of common stock upon cash exercise of warrants | 67 | 67 | |||||||||||||||
Issuance of common stock upon cash exercise of warrants, shares | 24,200 | ||||||||||||||||
Issuance of common stock upon noncash exercise of Purchase Rights | $ 180 | $ 180 | |||||||||||||||
Issuance of common stock upon noncash exercise of Purchase Rights, shares | 718,704 | ||||||||||||||||
Issuance of February and March 2023 Notes (See Note 4) | 1,629 | 1,629 | |||||||||||||||
Stock-based compensation | 417 | 417 | |||||||||||||||
Change in fair value of financial instruments attributed to credit risk change (see Note 4) | 15,460 | 15,460 | |||||||||||||||
Net loss | (2,354) | (2,354) | |||||||||||||||
Balance, value at Mar. 31, 2023 | 819,660 | 64,987 | (941,048) | (56,401) | |||||||||||||
Temporary equity, shares outstanding, balance at Mar. 31, 2023 | |||||||||||||||||
Common stock shares outstanding at Mar. 31, 2023 | 1,727,690 | ||||||||||||||||
Balance, value at Dec. 31, 2022 | 817,367 | 49,527 | (938,694) | $ (71,800) | |||||||||||||
Temporary equity, shares outstanding, balance at Dec. 31, 2022 | 0 | ||||||||||||||||
Common stock shares outstanding at Dec. 31, 2022 | 984,786 | 984,786 | |||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2022 | |||||||||||||||||
Change in fair value of financial instruments attributed to credit risk change (see Note 4) | 23,373 | ||||||||||||||||
Net loss | 55,093 | ||||||||||||||||
Extinguishment of Baker Notes (Note 4) | (73,187) | ||||||||||||||||
Convertible preferred stock deemed dividends, value | |||||||||||||||||
Balance, value at Sep. 30, 2023 | $ 1,800 | 828,552 | (287) | (884,624) | $ (56,359) | ||||||||||||
Temporary equity, shares outstanding, balance at Sep. 30, 2023 | 1,800 | 1,800 | 0 | ||||||||||||||
Common stock shares outstanding at Sep. 30, 2023 | 5,680,210 | 5,680,210 | |||||||||||||||
Temporary equity, beginning balance at Sep. 30, 2023 | $ 1,800 | ||||||||||||||||
Balance, value at Mar. 31, 2023 | 819,660 | 64,987 | (941,048) | (56,401) | |||||||||||||
Temporary equity, shares outstanding, balance at Mar. 31, 2023 | |||||||||||||||||
Common stock shares outstanding at Mar. 31, 2023 | 1,727,690 | ||||||||||||||||
Issuance of common stock upon cash exercise of warrants | 101 | 101 | |||||||||||||||
Issuance of common stock upon cash exercise of warrants, shares | 122,729 | ||||||||||||||||
Issuance of common stock upon noncash exercise of Purchase Rights | 6 | 6 | |||||||||||||||
Issuance of common stock upon noncash exercise of Purchase Rights, shares | 673,820 | ||||||||||||||||
Stock-based compensation | 268 | 268 | |||||||||||||||
Change in fair value of financial instruments attributed to credit risk change (see Note 4) | 8,368 | 8,368 | |||||||||||||||
Net loss | (8,558) | (8,558) | |||||||||||||||
Noncash reclassification of liability-classified derivatives to equity | 53 | 53 | |||||||||||||||
Issuance of Q3 2023 Notes (See Note 4) | 499 | 499 | |||||||||||||||
Issuance of common stock - ESPP | 20 | ||||||||||||||||
Balance, value at Jun. 30, 2023 | 820,587 | 73,355 | (949,606) | (55,664) | |||||||||||||
Temporary equity, shares outstanding, balance at Jun. 30, 2023 | |||||||||||||||||
Common stock shares outstanding at Jun. 30, 2023 | 2,524,239 | ||||||||||||||||
Issuance of common stock upon cash exercise of warrants | 14 | 14 | |||||||||||||||
Issuance of common stock upon cash exercise of warrants, shares | 1 | ||||||||||||||||
Issuance of common stock upon noncash exercise of Purchase Rights | |||||||||||||||||
Issuance of common stock upon noncash exercise of Purchase Rights, shares | 2,767,332 | ||||||||||||||||
Stock-based compensation | 258 | 258 | |||||||||||||||
Change in fair value of financial instruments attributed to credit risk change (see Note 4) | (455) | ||||||||||||||||
Net loss | 66,005 | 66,005 | |||||||||||||||
Issuance of Q3 2023 Notes (See Note 4) | 3,563 | 3,563 | |||||||||||||||
Conversion of series B-2 convertible preferred stock | |||||||||||||||||
Issuance of common stock upon conversion of notes, shares | 388,638 | ||||||||||||||||
Issuance of series E-1 convertible and redeemable preferred stock upon exchange of notes (Note 8) | $ 1,800 | (1,797) | (3) | (1,800) | |||||||||||||
Issuance of series E-1 convertible and redeemable preferred stock upon exchange of notes, shares | 1,800 | ||||||||||||||||
Issuance of additional purchase rights due to price reset (Note 4) | 4,904 | 4,904 | |||||||||||||||
Down round feature adjustment to financial instruments (Note 6) | 1,023 | (1,023) | |||||||||||||||
Extinguishment of Baker Notes (Note 4) | (73,187) | (73,187) | |||||||||||||||
Change in fair value of financial instruments attributed to credit risk change (Note 4) | (452) | (452) | |||||||||||||||
Convertible preferred stock deemed dividends, value | |||||||||||||||||
Balance, value at Sep. 30, 2023 | $ 1,800 | $ 828,552 | $ (287) | $ (884,624) | $ (56,359) | ||||||||||||
Temporary equity, shares outstanding, balance at Sep. 30, 2023 | 1,800 | 1,800 | 0 | ||||||||||||||
Common stock shares outstanding at Sep. 30, 2023 | 5,680,210 | 5,680,210 | |||||||||||||||
Temporary equity, beginning balance at Sep. 30, 2023 | $ 1,800 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 55,093 | $ (68,362) |
Adjustments to reconcile net income (loss) to net cash and restricted cash used in operating activities: | ||
Loss on issuance of financial instruments | 5,286 | 72,002 |
(Gain) loss on debt extinguishment | (75,337) | 24,487 |
Change in fair value of financial instruments | (1,539) | (101,502) |
Inventory write-down for excess & obsolescence | 1,505 | |
Financial instrument modification expense | 1,067 | |
Stock-based compensation | 943 | 3,130 |
Depreciation | 455 | 765 |
Noncash interest expense | 1,702 | 1,605 |
Noncash lease expenses | 1,259 | 34 |
Net gain on lease termination | (466) | |
Net loss on disposal of property and equipment | 1,858 | 926 |
Noncash instrument exchange expense | 514 | |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (5,196) | (6,314) |
Inventories | 1,348 | 2,495 |
Prepaid and other assets | 3,231 | 1,981 |
Accounts payable | 1,215 | 4,044 |
Accrued expenses and other liabilities | 1,632 | (650) |
Accrued compensation | (355) | 176 |
Operating lease liabilities | (1,432) | (277) |
Net cash and restricted cash used in operating activities | (8,798) | (63,879) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4) | (306) |
Net cash and restricted cash used in investing activities | (4) | (306) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock – Stock Purchase Agreement | 7,438 | |
Proceeds from issuance of common stock and warrants, net of discounts, fees and commissions – Public Offerings | 24,882 | |
Proceeds from issuance of common stock – exercise of warrants | 174 | 25,211 |
Proceeds from issuance of common stock – ESPP and exercise of stock options | 20 | |
Borrowings under term notes | 5,262 | 10,000 |
Payments under term notes | (1,000) | (5,892) |
Cash paid for financing costs | (1,202) | |
Cash repurchase of fractional common stock after the reverse stock split | (18) | |
Net cash and restricted cash provided by financing activities | 4,436 | 60,439 |
Net change in cash, cash equivalents and restricted cash | (4,366) | (3,746) |
Cash, cash equivalents and restricted cash, beginning of period | 4,776 | 13,588 |
Cash, cash equivalents and restricted cash, end of period | 410 | 9,842 |
Supplemental disclosure of noncash investing and financing activities: | ||
Exchange of convertible notes to Series E-1 convertible preferred stock | 1,800 | |
Borrowings under term notes included in prepaid and other current assets | 375 | |
Issuance of common stock upon exercise of purchase rights | 186 | 522 |
Financing costs included in accounts payable and accrued expenses | 302 | |
Purchases of property and equipment included in accounts payable and accrued expenses | 113 | |
Conversion of Series B-2 convertible preferred stock to common stock | 1,187 | |
Exchange of series B-2 convertible preferred stock to series C convertible preferred stock | 1,616 | |
Issuance of common stock for prepaid advertising | 3,412 | |
Exchange of Adjuvant Notes to purchase rights | 634 | |
Exchange of term notes to purchase rights | $ 4,806 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business Evofem is a San Diego-based, commercial-stage biopharmaceutical company committed to commercializing innovative products to address unmet needs in women’s sexual and reproductive health. The Company’s first commercial product, Phexxi ® 16.8 Basis of Presentation and Principles of Consolidation The Company prepared the unaudited interim condensed consolidated financial statements included in this Quarterly Report in accordance with accounting principles generally accepted (GAAP) in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) related to quarterly reports on Form 10-Q. The Company’s financial statements are presented on a consolidated basis, which include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The unaudited interim condensed consolidated financial statements do not include all information and disclosures required by GAAP for annual audited financial statements and should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2022 included in its Annual Report on Form 10-K as filed with the SEC on April 27, 2023 (the 2022 Audited Financial Statements). The unaudited interim condensed consolidated financial statements included in this report have been prepared on the same basis as the Company’s audited consolidated financial statements and include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations, cash flows, and statements of convertible and redeemable preferred stock and stockholders’ deficit for the periods presented. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for the full year. The condensed consolidated balance sheet as of December 31, 2022 was derived from the 2022 Audited Financial Statements. Reverse Stock Split On March 15, 2023, the Company’s shareholders approved a reverse stock split between 1-for-20 and not more than 1-for-125 at any time on or prior to March 15, 2024. The Company decided on a ratio of 1-for-125 for the Reverse Stock Split. On May 18, 2023, the Reverse Stock Split became effective. Risks, Uncertainties and Going Concern Any disruptions in the commercialization of Phexxi and/or its supply chain could have a material adverse effect on the Company’s business, results of operations and financial condition. The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities, in the normal course of business, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. The Company’s principal operations have been related to research and development, including the development of Phexxi, and to its commercially related sales and marketing efforts. Additional activities have included raising capital, identifying alternative manufacturing to lower the cost of goods sold (COGS), seeking ex-U.S. licensing partners to commercialize Phexxi outside the U.S. and provide non-dilutive capital to the Company, and establishing and maintaining a corporate infrastructure to support a commercial product. The Company has incurred operating losses and negative cash flows from operating activities since inception. In the nine months ended September 30, 2023, as described in Note 4 – Debt Note 8 – Stockholders’ Deficit, 5.3 million, in aggregate, from the sale and issuance of senior subordinated convertible notes and warrants in seven closings. As of September 30, 2023, the Company had cash and cash equivalents, including restricted cash from the Adjuvant Notes (as defined in Note 4 – Debt 0.4 million, a working capital deficit of $ 56.4 million and an accumulated deficit of $ 884.6 million. Effective October 3, 2022, the Company’s common stock is listed on the OTC Venture Market (the OTCQB) of the OTC Markets Group, Inc., a centralized electronic quotation service for over-the-counter securities, under the symbol “EVFM.” The OTCQB imposes, among other requirements, a minimum $ 0.01 0.01 0.0651 In October 2022, the Company reported that its Phase 3 clinical trial ( EVOGUARD) In March 2023, the Company received a Notice of Event of Default and Reservation of Rights (the Notice of Default) from Baker Bros claiming that the Company failed to maintain the required shares reserved amount per the Third Baker Amendment as defined in Note 4 – Debt 100.0 Note 4 – Debt Note 4 – Debt Management’s plans to meet the Company’s cash flow needs in the next 12 months include generating recurring product revenue, restructuring its current payables, and obtaining additional funding through means such as the issuance of its capital stock, non-dilutive financings, or through collaborations or partnerships with other companies, including license agreements for Phexxi in the United States or foreign markets, or other potential business combinations. The Company anticipates it will continue to incur net losses for the foreseeable future. According to management estimates, liquidity resources as of September 30, 2023 are not sufficient to maintain the Company’s cash flow needs for the twelve months from the date of issuance of these condensed consolidated financial statements. If the Company is not able to obtain the required funding through a significant increase in revenue, equity or debt financings, license agreements for Phexxi in the United States or foreign markets, or other means, or is unable to obtain funding on terms favorable to the Company, or if there is another event of default affecting the notes payable, there will be a material adverse effect on commercialization and development operations and the Company’s ability to execute its strategic development plan for future growth. If the Company cannot successfully raise additional funding and implement its strategic development plan, the Company may be forced to make further reductions in spending, including spending in connection with its commercialization activities, extend payment terms with suppliers, liquidate assets where possible at a potentially lower amount than as recorded in the condensed consolidated financial statements, suspend or curtail planned operations, or cease operations entirely. Any of these could materially and adversely affect the Company’s liquidity, financial condition and business prospects, and the Company would not be able to continue as a going concern. The Company has concluded that these circumstances and the uncertainties associated with the Company’s ability to obtain additional equity or debt financing on terms that are favorable to the Company, or at all, and otherwise succeed in its future operations raise substantial doubt about the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the notes thereto. Significant estimates affecting amounts reported or disclosed in the condensed consolidated financial statements include, but are not limited to: the assumptions used in measuring the revenue gross-to-net variable consideration items; the trade accounts receivable credit loss reserve estimate; the discount rate used in estimating the fair value of the lease right - - Note 3 – Revenue Note 4 – Debt Note 6 – Fair Value of Financial Instruments Note 7 – Commitments and Contingencies Note 9 – Stock-based Compensation Segment Reporting 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, the Chief Executive Officer of the Company, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. Deposits in the Company’s checking and time deposit accounts are maintained in federally insured financial institutions and are subject to federally insured limits or limits set by the Securities Investor Protection Corporation. The Company holds its funds through a major U.S. bank and is exposed to credit risk in the event of default to the extent of amounts recorded on the condensed consolidated balance sheets. The Company has not experienced any losses in such accounts and believes it is not exposed to significant concentrations of credit risk on its cash, cash equivalents and restricted cash balances on amounts in excess of federally insured limits due to the financial position of the depository institutions in which these deposits are held. The Company’s deposits were primarily held in Silicon Valley Bank prior to its closure by regulators, however, the Company was able to regain full access to all its deposits and subsequently moved these to a different financial institution. The Company is also subject to credit risk related to its trade accounts receivable from product sales. Its customers are located in the United States and consist of wholesale distributors, retail pharmacies, and a mail-order specialty pharmacy. The Company extends credit to its customers in the normal course of business after evaluating their overall financial condition and evaluates the collectability of its accounts receivable by periodically reviewing the age of the receivables, the financial condition of its customers and its past collection experience. Historically, the Company has not experienced any credit losses. As of September 30, 2023 and December 31, 2022, based on the evaluation of these factors, the Company did not record an allowance for doubtful accounts. Phexxi is distributed primarily through three major distributors and a mail-order pharmacy, which receive service fees calculated as a percentage of the gross sales, and fee per units shipped, respectively. These entities are not obligated to purchase any set number of units and distribute Phexxi on demand as orders are received. For the three and nine months ended September 30, 2023, the Company’s three largest customers combined made up approximately 86 % and 85 % of its gross product sales, respectively. For the three and nine months ended September 30, 2022, the Company’s three largest customers combined made up approximately 93 % and 81 % of its gross product sales, respectively. As of September 30, 2023 the Company’s three largest customers combined made up 91 %, of its trade accounts receivable balance. As of December 31, 2022, the Company’s four largest customers combined made up 81 Changes in Presentation Certain reclassifications have been made to the consolidated statements of operations for the three and nine months ended September 30, 2022 for consistency with the presentation of the consolidated statements of operations for the three and nine months ended September 30, 2023. There has been no effect on the Company’s financial position or stockholders’ deficit as of December 31, 2022 or results of operations for the three or nine months ended September 30, 2022. Significant Accounting Policies There have been no changes to the significant accounting policies that were described in Note 2 – Summary of Significant Accounting Policies Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of readily available cash in checking accounts and money market funds. Restricted cash consists of cash held in monthly time deposit accounts and letters of credit, which are collateral for the Company’s credit cards and fleet leases, as described in Note 7 – Commitments and Contingencies 0.3 25.0 Note 4 – Debt 0.8 The following table provides a reconciliation of cash, cash equivalents and restricted cash, reported within the condensed consolidated statements of cash flows (in thousands): Schedule of Reconciliation of Cash and Restricted Cash Nine months ended September 30, 2023 2022 Cash and cash equivalents $ - $ 7,749 Restricted cash 410 1,293 Restricted cash included in other noncurrent assets - 800 Total cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows $ 410 $ 9,842 Net Income (Loss) Per Share Basic net income (loss) per common share is calculated by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. The net income (loss) available to common stockholders is adjusted for amounts in accumulated deficit related to the down round feature triggered for certain financial instruments. Such adjustment was $ 1.0 Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share 2022 Nine months ended September 30, 2022 Unvested restricted common stock subject to repurchase 1,200 Common stock to be purchased under the 2019 ESPP 5,854 Options to purchase common stock 6,629 Warrants to purchase common stock 1,546,832 Purchase rights to purchase common stock 851,388 Convertible debt 2,682,066 Total 5,093,969 The following table sets forth the computation of weighted average common shares outstanding for diluted net income (loss) per share for the three months ended September 30, 2023 and 2022. Schedule of Weighted Average Common Shares Outstanding for Diluted Net Loss Per Share 2023 2022 Three Months Ended September 30, 2023 2022 Numerator: Net income attributable to common stockholders $ 66,005 $ 89,506 Adjustments: Change in fair value of derivative liabilities - (106,898 ) Change in fair value of purchase rights 4,904 - Noncash interest expense on convertible debt, net of tax 361 367 Gain on extinguishment of convertible debt - (2,483 ) Net income (loss) attributable to common stockholders $ 71,270 $ (19,508 ) Denominator: Weighted average shares used to compute net income (loss) attributable to common stockholder, basic 4,236,477 659,480 Add: Pro forma 402,509,558 2,682,066 Pro forma 311,456,630 1,099,214 Pro forma adjustments to reflect assumed exercise of outstanding options and shares issuable under the ESPP - 1,212 Pro forma adjustments to reflect the assumed conversion of Series E-1 Convertible Preferred Shares 12,925,778 - Weighted average shares used to compute net income (loss) attributable to common stockholder, diluted 731,128,443 4,441,972 Net income (loss) per share attributable to common stockholders, diluted $ 0.10 $ (4.39 ) The following table sets forth the computation of weighted average common shares outstanding for diluted net loss per share for the nine months ended September 30, 2023. Nine months ended September 30, 2023 Numerator: Net income attributable to common stockholders $ 55,093 Adjustments: Change in fair value of purchase rights 5,008 Noncash interest expense on convertible debt, net of tax 1,064 Net income attributable to common stockholders $ 61,165 Denominator: Weighted average shares used to compute net loss attributable to common stockholder, basic 2,524,302 Add: Pro forma adjustments to reflect assumed conversion of convertible debt 376,225,027 Pro forma adjustments to reflect assumed exercise of outstanding warrants and purchase rights 311,456,630 Pro forma adjustments to reflect the assumed conversion of Series E-1 Convertible Preferred Shares 4,355,940 Weighted average shares used to compute net loss attributable to common stockholder, diluted 694,561,899 Net loss per share attributable to common stockholders, diluted $ 0.09 Recently Adopted Accounting Pronouncements In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (ASU No. 2022-02). This is an amendment to ASU 2016-13, where it eliminates the accounting guidance for troubled debt restructuring by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. ASU No. 2022-02 was effective for the Company beginning January 1, 2023 since the Company adopted ASU 2016-13 on January 1, 2020. The adoption of this new standard did not have a material impact on the Company’s condensed consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The Company recognizes revenue from the sale of Phexxi in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers In accordance with ASC 606, the Company recognizes revenue when its performance obligation is satisfied by transferring control of the product to a customer. In accordance with the Company’s contracts with customers, control of the product is transferred upon the conveyance of title, which occurs when the product is sold to and received by a customer. The Company’s customers are located in the United States and consist of wholesale distributors, retail pharmacies, and a mail-order specialty pharmacy. Payment terms typically range from 31 66 Note 2 - Summary of Significant Accounting Policies The amount of revenue recognized by the Company is equal to the amount of consideration that is expected to be received from the sale of product to its customers. Revenue is only recognized when the performance obligation is satisfied. To determine whether a significant reversal will occur in future periods, the Company assesses both the likelihood and magnitude of any such potential reversal of revenue. Phexxi is sold to customers at the wholesale acquisition cost (WAC), or in some cases at a discount to WAC. However, the Company records product revenue net of reserves for applicable variable consideration. These types of variable consideration reduce revenue and include the following: ● Distribution services fees ● Prompt pay and other discounts ● Product returns ● Chargebacks ● Rebates ● Patient support programs, including our co-pay programs An estimate for variable consideration is made with each sale and is recorded in conjunction with the revenue being recognized. To calculate the variable consideration, the Company uses the expected value method. If the estimated amount is payable to a customer, it is recorded as a reduction to accounts receivable. If the estimated amount is payable to an entity other than a customer, it is recorded as a current liability. An estimated amount of variable consideration may differ from the actual amount. At each balance sheet date, these provisions are analyzed and adjustments are made if necessary. Any adjustments made to these provisions would also affect net product revenue and earnings. In accordance with ASC 606, the Company must make significant judgments to determine the estimate for certain variable consideration. For example, the Company must estimate the percentage of end-users that will obtain the product through public insurance such as Medicaid or through private commercial insurance. To determine these estimates, the Company relies on historical sales data showing the amount of various end-user consumer types, inventory reports from the wholesale distributors and mail-order specialty pharmacy, and other relevant data reports. The specific considerations that the Company uses in estimating these amounts related to variable consideration are as follows: Distribution services fees Prompt pay and other discount The Company may also give other discounts to its customers to incentivize purchases and promote customer loyalty. The terms of such discounts may vary by customer. These discounts reduce gross product revenue at the time the revenue is recognized. Chargebacks Rebates Patient support programs Product returns As of September 30, 2023 and December 31, 2022, the variable considerations discussed above were recorded in the condensed consolidated balance sheets and consisted of $ 0.2 0.1 million, respectively in contra trade accounts receivable and $ 3.5 million and $ 2.6 million, respectively, in other current liabilities. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt Convertible Notes Baker Bros. Notes On April 23, 2020, the Company entered into a Securities Purchase and Security Agreement (the Baker Bros. Purchase Agreement) with certain affiliates of Baker Bros. Advisors LP, as purchasers (the Baker Purchasers), and Baker Bros. Advisors LP, as designated agent, pursuant to which the Company agreed to issue and sell to the Baker Purchasers (i) convertible senior secured promissory notes (the Baker Notes) in an aggregate principal amount of up to $ 25.0 At the initial closing date of April 24, 2020 (the Baker Initial Closing), the Company issued and sold Baker Notes with an aggregate principal amount of $ 15.0 1,639 Following the Baker Initial Closing, the Baker Purchasers had an option to purchase from the Company up to $ 10.0 100.0 On June 5, 2020 (the Exercise Date), the Baker Purchasers exercised the Baker Purchase Rights. At the second closing date of June 9, 2020 (the Baker Second Closing), the Baker Purchasers acquired the remaining Baker Notes with an aggregate principal amount of $ 10.0 1,092 4,575 five-year The Baker Notes have a five-year three years 10.0 10.0 2.4 6.2 0.8 2.2 The Baker Notes were callable by the Company on 10 100 9,356.25 110 110 4,575 On November 20, 2021, the Company entered into the first amendment to the Baker Bros. Purchase Agreement (the First Baker Amendment), in which each Baker Purchaser had the right to convert all or any portion of the Baker Notes into common stock at a conversion price equal to the lesser of (a) $ 4,575 115 115 50 The First Baker Amendment also extended, effective upon the Company’s achievement of the Financing Threshold, the affirmative covenant to achieve $ 100.0 million in cumulative net sales of Phexxi by June 30, 2022 to June 30, 2023. Additionally per the First Baker Amendment, if in any equity financing closing on or prior to the date the Company has met the Financing Threshold the Company issued warrants to purchase capital stock of the Company (or other similar consideration), the Company was required to issue to the Baker Purchasers an equivalent coverage of warrants (or other similar consideration) on the same terms as if the Baker Purchasers had participated in the financing in an amount equal to the then outstanding principal of Baker Notes held by the Baker Purchasers. In satisfaction of this requirement and in connection with the closing of the May 2022 Public Offering, the Company issued warrants to purchase 582,886 shares of the Company’s common stock at an exercise price of $ 93.75 per share (the June 2022 Baker Warrants). As required by the terms of the First Baker Amendment, the June 2022 Baker Warrants have substantially the same terms as the warrants issued in the May 2022 Public Offering. Refer to Note 8 - Stockholders’ Deficit 1.625 per share with the February and March 2023 Notes issuance, to $ 0.8125 per share along with the April 2023 Notes issuance as discussed below, to $ 0.40 per share along with the August 2023 Preferred Stock Transaction, and then further reset to $ 0.0845 per share along with the September 2023 Closing. On March 21, 2022, the Company entered into the second amendment to the Baker Bros. Purchase Agreement (the Second Baker Amendment), which granted each Baker Purchaser the right to convert all or any portion of the Baker Notes into common stock at a conversion price equal to the lesser of (a) $ 725.81 100 100 20 EVOGUARD 93.75 100.0 On September 15, 2022, the Company entered into the third amendment to the Baker Bros. Purchase Agreement (the Third Baker Amendment), pursuant to which the conversion price was amended to equal to $ 26.25 two-year On December 19, 2022, the Company entered into the First Amendment to the Forbearance Agreement (the Amendment) effective as of December 15, 2022 to amend certain provisions of the Forbearance Agreement dated September 15, 2022. The Amendment revised the Forbearance Agreement to (i) amend the Fifth Recital Clause to clarify that the Purchasers consent to any additional indebtedness pari passu 5.0 On March 7, 2023, Baker Bros. Advisors, LP (the Designated Agent) provided a Notice of Event of Default and Reservation of Rights (the Notice of Default) relating to the Baker Bros. Purchase Agreement. The Notice of Default claimed that the Company failed to maintain the “Required Reserve Amount” as required by the Third Baker Amendment. The Designated Agent, at the direction of the Baker Purchasers, accelerated repayment of the outstanding balance payable. As a result, approximately $ 92.7 100.0 On September 8, 2023, the Company entered into the Fourth Amendment to the Baker Bros. Purchase Agreement (the Fourth Baker Amendment) with the Baker Purchasers. The Fourth Amendment amends certain provisions within the Baker Bros. Purchase Agreement including (i) the rescission of the Notice of Default delivered to the Company on March 7, 2023 and waiving the Events of Default named therein; (ii) the waiver of any and all other Events of Default existing as of the Fourth Amendment date; (iii) the removal of the conversion feature into shares of Company common stock, including the removal of any requirement to reserve shares of common stock for conversion of the Baker Notes as well as any registration rights related thereto; (iv) the clarification that for the sole purpose of enabling an ex-U.S. license agreement for such assets, any Patents, Trademarks or Copyrights acquired after the Effective Date shall be excluded from the definition of Collateral; and, (v) the removal of the requirement for the Company to obtain $ 100 The current outstanding balance of the Baker Notes will continue to accrue interest at 10 1.0 The cash payments will be determined based upon the quarterly global net revenue of Phexxi such that if the global net revenue is less than or equal to $5.0 million, the Company will pay 3%; if the global net revenue is over $5.0 million and less than or equal to $7.0 million, the Company will continue to pay 3% on net revenue up to $5.0 million and 4% on the net revenue over $5.0 million; and if the global net revenue is over $7.0 million, the Company will pay 3% on the net revenue up to $5.0 million, 4% on the net revenue over $5.0 million up to $7.0 million, and 5% on net revenue over $7.0 million. The cash payments will be payable beginning in the fourth quarter of 2023. Regardless of the percentage paid, the quarterly cash payment amounts, along with the $1.0 million upfront payment, will be deducted from the Repurchase Price as Applicable Reductions The Fourth Amendment also granted the Company the ability to repurchase the principal amount and accrued and unpaid interest of the Baker Notes for up to a five-year period for the one-time Repurchase Price designated below: Schedule of Repurchase Price Reduction Date of Notes’ Repurchase Repurchase Price On or prior to September 8, 2024 $ 14,000,000 September 9, 2024-September 8, 2025 $ 16,750,000 September 9, 2025-September 8, 2026 $ 19,500,000 September 9, 2026-September 8, 2027 $ 22,250,000 September 9, 2027-September 8, 2028 $ 25,000,000 The Company evaluated whether any of the Embedded Features required bifurcation as a separate component. The Company elected the fair value option (FVO) under ASC 825, Financial Instruments Due to the execution of the Fourth Baker Amendment, the Company reviewed the Baker Notes in accordance with Topics ASC 470, Debt . 15.6 million and the related accumulated other comprehensive income of $ 73.2 million as of the date of extinguishment and recorded the fair value of the new Baker Notes, as measured on the date of the Baker Fourth Amendment as $ 12.5 million, and recognized a gain of approximately $ 75.3 73.2 million that had previously been a component of other comprehensive income as part of the prior quarterly revaluations using the valuation methods discussed in Note 6 – Fair Value of Financial Instruments As of September 30, 2023, the Baker Notes are recorded at fair value in the condensed consolidated balance sheet as short-term convertible notes payable with a total balance of $ 12.5 million, and the total outstanding balance including principal and accrued interest is $ 97.1 million. Adjuvant Notes On October 14, 2020, the Company entered into a Securities Purchase Agreement (the Adjuvant Purchase Agreement) with Adjuvant Global Health Technology Fund, L.P., and Adjuvant Global Health Technology Fund DE, L.P. (together, the Adjuvant Purchasers), pursuant to which the Company sold unsecured convertible promissory notes (the Adjuvant Notes) in aggregate principal amount of $ 25.0 The Adjuvant Notes have a five-year 7.5 8.8 Interest expense for the Adjuvant Notes for the three and nine months ended September 30, 2023 and 2022 consisted of the following (in thousands): Schedule of Interest Expense Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Coupon interest $ 516 $ 525 $ 1,520 $ 1,560 Amortization of issuance costs 51 25 179 45 Total $ 567 $ 550 $ 1,699 $ 1,605 The Adjuvant Notes are convertible, subject to customary 4.99 19.99 0.0001 6,843.75 6,843.75 30 18,750 100.0 On April 4, 2022, the Company entered into the first amendment to the Adjuvant Purchase Agreement (the Adjuvant Amendment). The Adjuvant Amendment extended the affirmative covenant to achieve $ 100.0 678.49 100 100 30 18,750 100.0 The Adjuvant Notes contain various customary affirmative and negative covenants agreed to by the Company. On September 12, 2022, the Company was in default of the Adjuvant Notes due to the failure to achieve cumulative net sales of Phexxi of $ 100.0 On September 15, 2022, the Company also entered into the second amendment to the Adjuvant Purchase Agreement (the Second Adjuvant Amendment), pursuant to which the conversion price per share was reduced to $ 26.25 , subject to adjustment for certain dilutive Company equity issuance adjustments for a two-year period. In addition, the Company entered into an exchange agreement, pursuant to which the Adjuvant Purchasers agreed to exchange 10 % of the outstanding amount of the Adjuvant Notes as of September 15, 2022 (or $ 2.9 million) for rights to receive 109,842 shares of common stock (the Adjuvant Purchase Rights). The number of shares for each Adjuvant Purchase Right is initially fixed, but is subject to certain customary adjustments, and, until the second anniversary of issuance, adjustments for certain dilutive Company equity issuances. Refer to Note 8 - Stockholders’ Deficit 1.625 per share with the February 2023 Notes issuance, to $ 0.8125 per share in April 2023 issuance as discussed below, $ 0.40 per share along with the August 2023 Preferred Stock Transaction, and further reset to $ 0.0845 per share with the September 2023 Closing. The Adjuvant Notes are accounted for in accordance with authoritative guidance for convertible debt instruments and are classified as current liabilities in the condensed consolidated balance sheets. The aggregate proceeds of $ 25.0 million were initially classified as restricted cash for financial reporting purposes due to contractual stipulations that specify the types of expenses the money can be spent on and how it must be allocated. The conversion feature was required to be bifurcated as an embedded derivative because the Company did not have sufficient number of shares reserved upon conversion as of December 31, 2022; however, the fair value of such feature was immaterial as of December 31, 2022. As of June 30, 2023, the Company had a sufficient number of shares reserved and the conversion feature was reclassified to stockholders’ deficit in accordance with ASC 815, Derivatives and Hedging 0.4 million and $ 0.9 million, respectively in proceeds remained, which are included in restricted cash on the condensed consolidated balance sheets. See Note 6 - Fair Value of Financial Instruments Due to the execution of the Adjuvant Forbearance and the Second Adjuvant Amendment, the Company reviewed the Adjuvant Notes in accordance with Topics ASC 470 . 2.5 million upon extinguishment, included in change in fair value of financial instruments within the condensed consolidated statements of operations for the third quarter of 2022. As discussed above, the Company was in default of the Adjuvant Notes at September 30, 2023, due to the failure to meet the cumulative net sales requirement. However, as discussed in Note 10 – Subsequent Events As of September 30, 2023, the Adjuvant Notes are recorded in the condensed consolidated balance sheet as short-term convertible notes payable with a total balance of $ 28.0 22.5 5.5 26.3 22.3 4.0 As of September 30, 2023, and assuming the current conversion price of $ 0.0845 per share, the Adjuvant Notes could be converted into 331,827,919 shares of common stock. Term Notes January and March 2022 Notes On January 13, 2022, the Company entered into a Securities Purchase Agreement (the January 2022 Purchase Agreement) with institutional investors (the January 2022 Purchasers) pursuant to which the Company agreed to sell in a registered direct offering (i) unsecured 5.0 5.9 0.9 8,003 0.0001 735.00 five-year On March 1, 2022, the Company entered into a Securities Purchase Agreement (the March 2022 Purchase Agreement) with institutional investors (the March 2022 Purchasers) pursuant to which the Company agreed to sell in a registered direct offering (i) unsecured 5.0 7.45 2.45 8,303 0.0001 897.56 The January and March 2022 Notes carried an interest rate of 5 18 25 Pursuant to the terms of the January and March 2022 Purchase Agreements, the Company agreed to certain restrictions on effecting variable rate transactions so long as the January and March 2022 Notes were outstanding. Also, pursuant to the terms of the January and March 2022 Purchase Agreements, the January and March 2022 Purchasers had certain rights to participate in subsequent issuances of the Company’s securities, subject to certain exceptions. On May 4, 2022, the January and March 2022 Notes were exchanged pursuant to the May 2022 Exchange, as defined below. May 2022 Notes On May 4, 2022, the Company entered into amendment and exchange agreements (the May 2022 Exchange) with the holder of issued and outstanding Series B-2 and C Preferred Stock, Seven Knots, and the January and March 2022 Notes Purchasers (collectively, the May 2022 Notes Purchasers), pursuant to which they agreed to exchange all of the January and March 2022 Notes, 2,100 1,700 4,266 5.0 22.3 1,666 6,666 309.56 2,100 1,700 4,266 The May 2022 Notes are substantially similar to the January and March 2022 Notes except that (i) the maturity date of the May 2022 Notes was August 1, 2022 and (ii) the holders of the May 2022 Notes may require the Company to redeem or exchange up to 100 20 The May 2022 Public Offering qualified as the Qualified Underwritten Offering and, in connection with the May 2022 Public Offering, the holders of the May 2022 Notes waived certain of their preemptive and redemption rights and the Company redeemed $ 5.9 The May 2022 Notes contain various customary affirmative and negative covenants to which the Company agreed. The May 2022 Notes also include other customary events of default, which include the suspension of trading of shares of the Company’s common stock on the NASDAQ Capital Market for a period of more than five 18 125 On September 15, 2022, the Company entered into exchange agreements with each of the May 2022 Notes Purchasers (the May 2022 Notes Exchange Agreements), pursuant to which the May 2022 Notes Purchasers agreed to exchange all outstanding balance of the May Notes as of September 15, 2022, using the aforementioned higher interest rate and redemption premium, for purchase rights (the May Note Purchase Rights) to receive 832,237 Note 8 – Stockholders’ Deficit The Company evaluated the May 2022 Notes and determined that in accordance with ASC 470 the notes should be accounted for as a modification of the January and March 2022 Notes. The Company further evaluated the May 2022 Notes to determine if any embedded components qualified as a derivative requiring bifurcation in accordance with ASC 815. The Company determined that the embedded put options and interest rate increase feature would all require bifurcation and separate accounting. Therefore, the Company elected to use the fair value option under ASC 825 for the May 2022 Notes inclusive of the embedded features. The Company evaluated the May 2022 Warrants and determined that, in accordance with ASC 815, the warrants should be recorded at fair value and classified as a derivative liability in the condensed consolidated balance sheet. Both the May 2022 Notes and Warrants are marked-to-market at each reporting date before the exchange as described above. December 2022 and February, March, April, July, August, and September 2023 Notes The Company entered into eight similar Securities Purchase Agreements (SPAs) between December 2022 and September 2023 with certain investors. Each of the agreements were materially similar. The variable details of each SPA, such as the principal amount of each note offering, net proceeds, and maturity date are outlined in the table below. Pursuant to each SPA, the Company agreed to sell in a registered direct offering (i) unsecured 8.0 0.0001 The Notes interest rates are subject to increase to 12 32.5 0.08 The Company evaluated the Notes in accordance with ASC 480 and determined that the Notes were all liability instruments at issuance. The applicable Notes were then evaluated in accordance with the requirements of ASC 825 and the Company concluded that they were not precluded from electing the fair value option for the applicable Notes. The Company also evaluated the Warrants in accordance with ASC 480 and determined that the Warrants issued before the Reverse Stock Split in May 2023 (i.e. the December 2022 Notes, the February 2023 Notes, the March 2023 Notes, and the April 2023 Notes) were required to be recorded as liabilities at fair value in the Company’s condensed consolidated balance sheets as of December 31, 2022 and March 31, 2023. The applicable Notes were marked-to-market at each reporting date with changes in fair value recognized in the condensed consolidated statement of operations, unless the change is concluded to be related to changes in the Company’s credit rating, in which case the change was recognized as a component of accumulated other comprehensive income in the condensed consolidated balance sheets. As a result of the Reverse Stock Split, the Company had sufficient shares available for issuance to cover the potential exercises; therefore, the Warrants that were previously classified as liabilities were marked-to-market and reclassified to equity in May 2023. For the Warrants issued after the Reverse Stock Split (i.e. the July 2023 Notes, August 2023 Notes, and September 2023 Notes), the Company determined they were required to be recorded in equity. Summary of Senior Subordinated Notes and Warrants Conversion Price Notes Principal at issuance (in thousands) Net Proceeds before issuance costs (in thousands) Warrants (common stock) Preferred Shares Maturity Date At Issuance At 12/31/2022 At 3/31/2023 At 6/30/2023 At 9/30/2023 December 2022 Notes $ 2,308 $ 1,500 369,230 70 12/21/2025 $ 6.25 $ 6.25 $ 1.625 $ 0.8125 $ 0.0845 February 2023 Notes (1) 1,385 900 653,538 - 2/17/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 March 2023 Notes 600 390 240,000 - 3/17/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 March 2023 Notes (2) 538 350 258,584 - 3/20/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 April 2023 Notes 769 500 615,384 - 3/6/2026 $ 1.25 N/A N/A $ 0.8125 $ 0.0845 July 2023 Notes 1,500 975 1,200,000 - 3/6/2026 $ 1.25 N/A N/A N/A $ 0.0845 August 2023 Notes 1,000 650 799,999 - 8/4/2026 $ 1.25 N/A N/A N/A $ 0.0845 September 2023 Notes (3) 2,885 1,875 26,997,040 - 9/26/2026 $ 0.13 N/A N/A N/A $ 0.13 Total Offerings $ 10,985 $ 7,140 31,133,775 (1) Warrants include 99,692 (2) Warrants include 43,200 (3) Warrants include 22,189,349 4,807,692 0.4 Please see Note 6 – Fair Value of Financial Instruments Note 8 – Stockholders’ Deficit |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | 5. Balance Sheet Details Inventories Inventories consist of the following (in thousands) for the period indicated: Schedule of Inventories As of September 30, 2023 December 31, 2022 Raw Materials (1) $ 557 $ 758 Work in process (2) 1,105 4,142 Finished Goods (3) 864 1,748 Total (4) $ 2,526 $ 6,648 (1) The raw materials balance was written down by $ 0.2 (2) The work in process balance represents all production costs incurred for partially completed goods and was written down by $ 0.9 (3) The finished goods balance was written down by $ (4) A portion of the total inventory balance which relates to inventory not expected to be sold within one year from the balance sheet date is included in other noncurrent assets, and such balance was zero and $ 1.3 million as of September 30, 2023 and December 31, 2022, respectively. Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): Schedule of Prepaid and Other Current Assets As of September 30, 2023 December 31, 2022 Insurance $ 1,035 $ 1,387 Receivable for September 2023 Notes proceeds 375 - Research and development related costs 318 403 Other 519 428 Total $ 2,247 $ 2,218 Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): Schedule of Property and Equipment Net As of Useful Life September 30, 2023 December 31, 2022 Research equipment 5 $ 586 $ 653 Computer equipment and software 3 647 639 Office furniture 5 - 881 Leasehold improvements 5 - 3,388 Construction in-process - 1,562 1,568 Property and equipment gross 2,795 7,129 Less: accumulated depreciation (1,164 ) (3,189 ) Total, net $ 1,631 $ 3,940 Depreciation and amortization expense for property and equipment is disclosed in the condensed consolidated statements of cash flows. Accrued Expenses Accrued expenses consist of the following (in thousands): Schedule of Accrued Expenses As of September 30, 2023 December 31, 2022 Clinical trial related costs $ 2,497 $ 2,574 Selling and marketing related costs 1,015 674 Other 1,588 876 Total $ 5,100 $ 4,124 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments Fair Value of Financial Assets The fair values of the Company’s assets, including money market funds, investments in marketable fixed income debt securities classified as cash and cash equivalents measured on a recurring basis as of December 31, 2022, are summarized in the following tables (in thousands). There are no such instruments as of September 30, 2023. Schedule of Fair Value of Financial Assets As of December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (level 2) Significant Unobservable Inputs (Level 3) Significant Unobservable Inputs (Level 3) Total Money market funds (1) $ 2,612 $ - $ - $ - $ 2,612 Total assets $ 2,612 $ - $ - $ - $ 2,612 (1) Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheet. Fair Value of Financial Liabilities The following tables summarize the Company’s convertible debt instruments as of September 30, 2023 and December 31, 2022, respectively (in thousands): Schedule of Fair Value of Financial Liabilities Fair Value As of September 30, 2023 Principal Amount Unamortized Issuance Costs Accrued Interest Net Carrying Amount Amount Leveling Baker Notes (1)(2) $ 97,122 $ - $ - $ 97,122 $ 12,450 Level 3 Adjuvant Notes (3)(4) 22,500 (72 ) 5,541 27,969 N/A N/A December 2022 Notes (1) 881 - - 881 63 Level 3 February 2023 Notes (1) 886 - - 886 64 Level 3 March 2023 Notes (1) 1,189 - - 1,189 85 Level 3 April 2023 Notes (1) 800 - - 800 58 Level 3 July 2023 Notes (1) 1,530 - - 1,530 110 Level 3 August 2023 Notes (1) 1,013 - - 1,013 72 Level 3 September 2023 Notes (1) 2,887 - - 2,887 208 Level 3 Fair Value As of December 31, 2022 Principal Amount Unamortized Issuance Costs Accrued Interest Redemption Amount Amount Exchanged Net Carrying Amount Amount Leveling Baker Notes (1)(2) $ 45,528 $ - $ - $ - $ - $ 45,528 $ 39,260 Level 3 Adjuvant Notes (3)(4) 22,500 (252 ) 4,020 - - 26,268 - N/A May 2022 Notes (1) 16,376 - 1,101 4,369 (21,846 ) - - N/A December 2022 Notes (1) 2,308 - - - - 2,308 156 Level 3 (1) These liabilities are/were carried at fair value in the condensed consolidated balance sheets. As such, the principal and accrued interest was included in the determination of fair value. The related debt issuance costs were expensed. The principal amounts of the December 2022 and all the 2023 term notes include approximately $ 0.1 (2) The Baker Notes principal amount includes $ 11.9 5.6 (3) The Adjuvant Notes are recorded in the condensed consolidated balance sheets at their net carrying amount which includes principal and accrued interest, net of unamortized issuance costs. (4) The principal amount and accrued interest of the Adjuvant Notes are net of the 10 2.5 0.4 The following tables summarize the Company’s derivative liabilities as of September 30, 2023 and December 31, 2022 as discussed in Note 8 - Stockholders’ Deficit Schedule of Fair Value of Financial Liabilities Fair Value September 30, 2023 (2) December 31, 2022 (1) Leveling April and June 2020 Baker Warrants $ N/A $ 1 Level 3 May 2022 Public Offering Warrants N/A 303 Level 3 June 2022 Baker Warrants N/A 170 Level 3 December 2022 Warrants N/A 107 Level 3 Purchase rights N/A 1,095 Level 3 Total Derivative Liabilities $ - $ 1,676 (1) As of December 31, 2022, all warrants issued by the Company are subject to liability accounting due to potential settlement in cash, an insufficient number of authorized shares and other adjustment mechanics. However, warrants with an exercise price greater than $ 2.50 de minimus (2) Upon the effectuation of the reverse split on May 18, 2023, the Company has a sufficient number of authorized shares. As a result, during the second quarter of 2023, all derivatives in the table above were marked-to-market with an immaterial amount on May 18, 2023, and then reclassified to equity. Change in Fair Value of Level 3 Financial Liabilities The following tables summarize the changes in Level 3 financial liabilities related to Term Notes, Baker Notes and December 2022 Notes, and February, March, April, July, August, and September 2023 Notes measured at fair value on a recurring basis for the three and nine months ended September 30, 2023 (in thousands). Schedule of Change in Fair Value of Level 3 Financial Liabilities Baker First Closing Notes Baker Second Closing Notes Baker Notes- Fourth Amendment Total Offerings (Note 4) Total Balance at June 30, 2023 $ 9,360 $ 6,240 $ - $ - $ 15,600 Balance at issuance - - 13,450 208 13,658 Debt repayment - (1,000 ) - (1,000 ) Extinguishment (9,360 ) (6,240 ) - - (15,600 ) Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations - - - 452 452 Balance at September 30, 2023 $ - $ - $ 12,450 $ 660 $ 13,110 Baker First Closing Notes Baker Second Closing Notes Baker Notes- Fourth Amendment Total Offerings (Note 4) Total Balance at December 31, 2022 $ 23,556 $ 15,704 $ - $ 156 $ 39,416 Balance at issuance - - 13,450 220 13,670 Debt repayment - - (1,000 ) - (1,000 ) Extinguishment (9,360 ) (6,240 ) - - (15,600 ) Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations (14,196 ) (9,464 ) - 284 (23,376 ) Balance at September 30, 2023 $ - $ - $ 12,450 $ 660 $ 13,110 The following tables summarize the changes in Level 3 financial liabilities related to the January 2022 Notes, the March 2022 Notes, the May 2022 Notes, and the Baker Notes measured at fair value on a recurring basis for the three and nine months ended September 30, 2022 (in thousands): Term Notes - May 2022 Notes Baker First Closing Notes Baker Second Closing Notes Baker Notes Total Balance at June 30, 2022 $ 4,054 $ 52,315 $ 34,877 $ 87,192 Change in fair value presented in the Condensed Consolidated Statements of Operations 752 - - - Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations - (21,217 ) (14,145 ) (35,362 ) Exchange of notes (noncash) (4,806 ) - - - Balance at September 30, 2022 $ - $ 31,098 $ 20,732 $ 51,830 Term Notes - January 2022 Notes Term Notes - March 2022 Notes Term Notes - May 2022 Notes Term Notes Total Baker First Closing Notes Baker Second Closing Notes Baker Notes Total Balance at December 31, 2021 $ - $ - $ - $ - $ 49,030 $ 32,687 $ 81,717 Balance at issuance 116 149 447 712 - - - Debt repayment - - (5,892 ) (5,892 ) - - - Change in fair value presented in the Condensed Consolidated Statements of Operations 4 2 10,251 10,257 1,189 792 1,981 Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations - - - - (19,121 ) (12,747 ) (31,868 ) May 2022 exchange transaction (120 ) (151 ) (4,806 ) (5,077 ) - - - Balance at September 30, 2022 $ - $ - $ - $ - $ 31,098 $ 20,732 $ 51,830 The following tables summarize the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2023 (in thousands). There was no such activity for the three months ended September 30, 2023. April and June 2020 Baker Warrants May 2022 Public Offering Common Warrants June December 2022 Warrants February and March 2023 Warrants Purchase Rights Derivative Liabilities Total Balance at December 31, 2022 $ 1 $ 303 $ 170 $ 107 $ - $ 1,095 $ 1,676 Balance $ 1 $ 303 $ 170 $ 107 $ - $ 1,095 $ 1,676 Balance at issuance - - - - 6 105 111 Exercises - (7 ) - - - (186 ) (193 ) Change in fair value presented in the Condensed Consolidated Statements of Operations (1 ) (295 ) (169 ) (107 ) (6 ) (961 ) (1,539 ) Reclassified to equity - (1 ) (1 ) - - (53 ) (55 ) Balance at September 30, 2023 $ - $ - $ - $ - $ - $ - $ - Balance $ - $ - $ - $ - $ - $ - $ - The following tables summarize the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2022 (in thousands): Derivative Liability - January 2022 Warrants Derivative Liability - March 2022 Warrants Derivative Liability - May 2022 Warrants May 2022 Public Offering Common Warrants June 2022 Baker Warrants Purchase Rights Derivative Liabilities Total Balance at June 30, 2022 $ 689 $ 683 $ 687 $ 41,241 $ 70,238 $ - $ 113,538 Balance at issuance - - - - - 5,440 5,440 Exercises - - - (4,941 ) - (524 ) (5,465 ) Change in fair value presented in the Condensed Consolidated Statements of Operations (680 ) (674 ) (680 ) (35,282 ) (69,582 ) - (106,898) Balance at September 30, 2022 $ 9 $ 9 $ 7 $ 1,018 $ 656 $ 4,916 $ 6,615 Derivative Liability - Convertible Preferred Stock Conversion Feature Derivative Liability - January 2022 Warrants Derivative Liability - March 2022 Warrants Derivative Liability - May 2022 Warrants May 2022 Public Offering Common Warrants May 2022 Public Offering Pre-Funded Warrants June 2022 Baker Warrants Purchase Rights Derivative Liabilities Total Balance at December 31, 2021 $ 202 $ - $ - $ - $ - $ - $ - $ - $ 202 Balance $ 202 $ - $ - $ - $ - $ - $ - $ - $ 202 Balance at issuance - 4,562 6,025 1,613 18,034 4,633 70,238 5,440 110,545 Exercises - - - - (12,086 ) (4,633 ) - (524 ) (17,243 ) Change in fair value presented in the Condensed Consolidated Statements of Operations (83 ) (4,553 ) (6,016 ) (1,606 ) (4,930 ) - (69,582 ) - (86,770 ) Conversion of series B-2 convertible preferred stock (46 ) - - - - - - - (46 ) May 2022 exchange transaction (73 ) - - - - - - - (73 ) Balance at September 30, 2022 $ - $ 9 $ 9 $ 7 $ 1,018 $ - $ 656 $ 4,916 $ 6,615 Balance $ - $ 9 $ 9 $ 7 $ 1,018 $ - $ 656 $ 4,916 $ 6,615 Valuation Methodology Through June 30, 2022, the fair value of the Baker Notes issued, and the change in fair value of the Baker Notes at the reporting date, were determined using a Monte Carlo simulation-based model. The Monte Carlo simulation was used to take into account several embedded features and factors, including the future value of our common stock, a potential change of control event, the probability of meeting certain debt covenants, the maturity term of the Baker Notes, the probability of an event of voluntary conversion of the Baker Notes, the probability of the failure to meet the affirmative covenant to achieve $ 100.0 The fair value of the Baker Notes is subject to uncertainty due to the assumptions that are used in the Monte Carlo simulation-based model. These factors include but are not limited to the future value of the Company’s common stock, the probability and timing of a potential change of control event, the probability of meeting certain debt covenants, the probability of an event of voluntary conversion of the Baker Notes, exercise of the put right, and exercise of the Company’s call right. The fair value of the Baker Notes is sensitive to these estimated inputs made by management that are used in the calculation. From the third quarter of 2022 through the second quarter of 2023, the fair value of the Baker Notes issued as described in Note 4 - Debt Starting in the third quarter of 2023, the fair value of the Baker Notes issued as described in Note 4 - Debt 3.5% 15.0% The fair value of the Baker Notes is subject to uncertainty due to the assumptions that are used in the Monte Carlo simulation-based model. These factors include but are not limited to the Company’s future revenue, and the probability and timing of the exercise of the repurchase right. The fair value of the Baker Notes is sensitive to these estimated inputs made by management that are used in the calculation. January and March 2022 Notes The fair value of the January and March 2022 Notes issued as described in Note 4 - Debt May 2022 Notes The fair value of the May 2022 Notes issued as described in Note 4 - Debt December 2022 Notes and February, March, April, July, August, and September 2023 Notes The fair value of the December 2022 Notes and February, March, April, July, August, and September 2023 Notes issued as described in Note 4 – Debt 0.3 Purchase Rights The Adjuvant Purchase Rights and the May Note Purchase Rights (collectively the Purchase Rights) contain certain provisions that are outside the Company’s control under which the holders can force settlement in cash; as such, the Purchase Rights are recorded as derivative liabilities in the condensed consolidated balance sheets. The Purchase Rights are valued using an option pricing model (OPM), like a Black-Scholes Methodology with changes in the fair value being recorded in the condensed consolidated statements of operations. The assumptions used in the OPM are considered level 3 assumptions and include, but are not limited to, the market value of invested capital, the cumulative equity value of the Company as a proxy for the exercise price and the expected term the Purchase Rights will be held prior to exercise and a risk-free interest rate. Warrants The warrants contain a provision, under which the holders can force settlement in cash if the Company does not have sufficient shares authorized to satisfy the warrants. As such, the warrants were recorded as derivative liabilities in the condensed consolidated balance sheet as of December 31, 2022. In accordance with ASC 815 , The Company recorded $ 1.0 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Operating Leases Fleet Lease In December 2019, the Company and Enterprise FM Trust (the Lessor) entered into a Master Equity Lease Agreement whereby the Company leases vehicles to be delivered by the Lessor from time to time with various monthly costs depending on whether the vehicles are delivered for a term of 24 36 21 0.3 Leases 12 24 2020 Lease and the First Amendment On October 3, 2019, the Company entered into an office lease for approximately 24,474 0.75 On April 14, 2020, the Company entered into the first amendment to the 2020 Lease for an additional 8,816 0.05 0.8 On March 20 2023, the Company received a notice of default from its landlord for failing to timely pay March 2023 rent, resulting in a breach under the agreement. As a result, the Company’s letter of credit in the amount of $ 0.8 3.3 4.2 0.2 2022 Sublease On May 27, 2022, the Company entered into a sublease agreement with AMN Healthcare, Inc. (AMN), pursuant to which the Company agreed to sublease 16,637 0.1 3.5 zero 0.3 Supplemental Financial Statement Information Schedule of Lease Cost Three Months Ended Nine Months Ended Lease Cost (in thousands) Classification 2023 2022 2023 2022 Operating lease expense Research and development $ 1 $ 37 $ 126 $ 208 Operating lease expense Selling and marketing 55 225 302 724 Operating lease expense General and administrative 2 81 336 590 Total $ 58 $ 343 $ 764 $ 1,522 Schedule of Lease Term and Discount Rate Lease Term and Discount Rate September 30, December 31, Weighted Average Remaining Lease Term (in years) 0.95 2.68 Weighted Average Discount Rate 12 % 12 % Schedule of Operating Lease Maturities Maturity of Operating Lease Liabilities (in thousands) September 30, Remainder of 2023 (3 months) $ 47 Year ending December 31, 2024 109 Year ending December 31, 2025 9 Total lease payments 165 Less imputed interest (14 ) Total $ 151 Schedule of Supplement Cash Outflows in Operating Leases Other information (in thousands) 2023 2022 Nine Months Ended September 30, Other information (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows in operating leases $ 1,470 $ 1,969 Other Contractual Commitments In November 2019, the Company entered into a supply and manufacturing agreement with a third party to manufacture Phexxi, with potential to manufacture other product candidates in accordance with all applicable current good manufacturing practice regulations, pursuant to which the Company has certain minimum purchase commitments based on the forecasted product sales. There were no Contingencies From time to time the Company may be involved in various lawsuits, legal proceedings, or claims that arise in the ordinary course of business. During the nine months ended September 30, 2023, the Company settled a portion of its trade payables with numerous vendors, which resulted in a $ 1.5 million reduction in trade payables. As of September 30, 2023, there were no claims or actions pending against the Company which management believes has a probable or reasonably possible probability of an unfavorable outcome. However, the Company may receive trade payable demand letters from its vendors that could lead to potential litigation. As of September 30, 2023, approximately 89 % of the Company’s trade payables were greater than 90 days past due. In April 2023, the Company received a Paragraph IV certification notice letter (the Padagis Notice Letter) regarding an Abbreviated New Drug Application (“ANDA”) submitted to the FDA by Padagis Israel Pharmaceuticals Inc. (Padagis). The ANDA seeks approval from the FDA to commercially manufacture, use, or sell a generic version of Phexxi ® Orange Book: Approved Drug Products with Therapeutic Equivalence Evaluations On June 1, 2023, the Company filed a complaint for patent infringement in Evofem Biosciences, Inc. et al. et al. et al et al On August 7, 2023, Padagis filed its Answer and Defenses to Complaint for Patent Infringement and Defendant’s Counterclaims (the “Counterclaim”). In the Counterclaim, Padagis is seeking for the Court to dismiss the Complaint, declare the Patents-in-Suit invalid, a declaration that the filing of Padagis’ ANDA or the manufacture, use, sale, offer for sale or importation of Padagis’ Proposed Product has not, does not and would not infringe any valid claim, if any, of the Patents-in-Suit. Padagis is not seeking monetary damages in its Counterclaim. On September 18, 2023, Padagis withdrew the Paragraph IV certification in the previously-submitted ANDA and has instead converted to a Paragraph III certification. With the pivot to Paragraph III certification, rather than challenging the Phexxi patents and seeking approval of the ANDA prior to expiration of any of these patents, Padagis is instead now asking the FDA to wait until after all the Phexxi patents expire before issuing final approval of the ANDA; the latest-expiring Phexxi patents do not expire until 2033. Both companies requested dismissal on September 21, 2023. The case was dismissed on September 22, 2023. Intellectual Property Rights In 2014, the Company entered into an amended and restated license agreement (the Rush License Agreement) with Rush University Medical Center (Rush University) pursuant to which Rush University granted the Company an exclusive, worldwide license of certain patents and know-how related to its multipurpose vaginal pH modulator technology. For the U.S. patent that the Company licensed from Rush University, three Orders Granting Interim Extension (OGIEs) were received from the USPTO, extending the expiration of this patent to March 2024. Pursuant to the Rush License Agreement, the Company is obligated to pay Rush University an earned royalty based upon a percentage of net sales in the range of mid-single digits until the expiration of this patent. In September 2020, the Company entered into the first amendment to the Rush License Agreement, pursuant to which the Company is also obligated to pay a minimum annual royalty amount of $ 0.1 0.1 0.2 0.4 0.2 0.7 0.9 0.6 |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | 8. Stockholders’ Deficit Warrants In April and June 2020, pursuant to the Baker Bros. Purchase Agreement, as discussed in Note 4 – Debt 2,732 shares of common stock in a private placement at an exercise price of $ 4,575 per share. The Second Baker Amendment provides that the exercise price of the Baker Warrants will equal the conversion price of the Baker Notes. The exercise price of the Baker warrants was reset to $ 1.625 per share in the first quarter of 2023, to $ 0.8125 per share in the second quarter of 2023, and to $ 0.0845 per share in September 2023. In January 2022, pursuant to the January 2022 Securities Purchase Agreement as discussed in Note 4 – Debt 8,003 735 Note 4 – Debt 8,303 897.56 In May 2022, pursuant to the exchange agreement as described in Note 4 – Debt 6,666 309.56 five-year In May 2022, pursuant to the May 2022 Public Offering as described below, the Company issued common warrants to purchase up to 568,000 93.75 102,680 0.125 five-year 4.99 19.99 225,039 21.1 In June 2022, as required by the Second Baker Amendment, the Company issued the June 2022 Baker Warrants to purchase up to 582,886 shares of the Company’s common stock, $ 0.0001 par value per share. The June 2022 Baker Warrants have an exercise price of $ 93.75 per share and a five-year term and were exercisable beginning June 28, 2022. The June 2022 Baker Warrants also contain customary 4.99 % and 19.99 % limitations on exercise provisions. The exercise price and number of shares issuable upon exercise of the June 2022 Baker Warrants is subject to adjustment for certain dilutive issuances, stock splits and similar recapitalization transactions. The strike price of these warrants reset to $ 1.625 during the first quarter of 2023, to $ 0.8125 per share in the second quarter of 2023, and to $ 0.0845 per share in September 2023. In February, March, April, July, August, and September 2023, pursuant to the 2023 Securities Purchase Agreements as discussed in Note 4 – Debt 1,152,122 shares of the Company’s common stock at an exercise price of $ 2.50 per share, up to 615,384 shares of the Company’s common stock at an exercise price of $ 1.25 per share and up to 1,999,999 shares of the Company’s common stock at an exercise price of $ 0.19 per share. In April 2023, the strike price of the February and March 2023 Warrants reset to $ 0.8125 . In September 2023, the strike price of the February, March, April, July, and August 2023 Warrants reset to $ 0.0845 per share. As of September 30, 2023, warrants to purchase up to 32,639,382 1.64 , Schedule of Warrants Type of Warrants Underlying common stock to be Purchased Exercise Price Issue Date Exercise Period Common Warrants 4 $ 6,918.75 June 11, 2014 June 11, 2014 to June 11, 2024 Common Warrants 451 $ 14,062.50 May 24, 2018 May 24, 2018 to May 24 2025 Common Warrants 888 $ 11,962.50 April 11, 2019 October 11, 2019 to April 11, 2026 Common Warrants 1,480 $ 11,962.50 June 10, 2019 December 10, 2019 to June 10, 2026 Common Warrants 1,639 $ 0.0845 April 24, 2020 April 24, 2020 to April 24, 2025 Common Warrants 1,092 $ 0.0845 June 9, 2020 June 9, 2020 to June 9, 2025 Common Warrants 8,003 $ 735.00 January 13, 2022 March 1, 2022 to March 1, 2027 Common Warrants 8,303 $ 897.56 March 1, 2022 March 1, 2022 to March 1, 2027 Common Warrants 6,666 $ 309.56 May 4, 2022 May 4, 2022 to May 4, 2027 Common Warrants 894,194 $ 0.0845 May 24, 2022 May 24, 2022 to May 24, 2027 Common Warrants 582,886 $ 0.0845 June 28, 2022 May 24, 2022 to June 28, 2027 Common Warrants 369,230 $ 0.0845 December 21, 2022 December 21, 2022 to December 21, 2027 Common Warrants 653,538 $ 0.0845 February 17, 2023 February 17, 2023 to February 17, 2028 Common Warrants 240,000 $ 0.0845 March 13, 2023 March 13, 2023 to March 13, 2028 Common Warrants 258,584 $ 0.0845 March 20, 2023 March 20, 2023 to March 20, 2028 Common Warrants 615,384 $ 0.0845 April 5, 2023 April 5, 2023 to April 5, 2028 Common Warrants 1,200,000 $ 0.0845 July 3, 2023 July 3, 2023 to July 3, 2028 Common Warrants 799,999 $ 0.0845 August 4, 2023 August 4, 2023 to August 4, 2028 Common Warrants 22,189,349 $ 0.1300 September 27, 2023 September 27, 2023 to September 27, 2028 Pre-funded Warrants 4,807,692 $ 0.0010 September 27, 2023 September 27, 2023 to September 27, 2028 Total 32,639,382 Preferred Stock Effective December 15, 2021, the Company amended and restated its certificate of incorporation, under which the Company is currently authorized to issue up to 5,000,000 0.0001 Convertible and Redeemable Preferred Stock In October 2021, the Company issued 5,000 0.0001 1,000.00 5,000 0.0001 1,000.00 The Series B-1 and B-2 Convertible Preferred Stock were convertible into shares of common stock at any time at a conversion price per share of the greater of Fixed Conversion Price or Variable Conversion Price as defined. All 5,000 332.50 1,200 2,347 587.50 On March 24, 2022, the Company, entered into an exchange agreement with the holder of its Series B-2 Convertible Preferred Stock, pursuant to which the holder agreed to exchange 1,700 1,700 0.0001 1,000.00 On May 4, 2022, pursuant to the May 2022 Exchange, the remaining 2,100 1,700 4.8 6,666 On August 7, 2023, the Company filed a Certificate of Designation of Series E-1 Convertible Preferred Stock (Certificate of Designation), par value $ 0.0001 per share (the Series E-1 Shares). An aggregate of 2,300 shares was authorized. The Series E-1 Shares are convertible into shares of common stock at a conversion price of $ 0.40 per share and are both counted toward quorum on the basis of and have voting rights equal to the number of shares of common stock into which the Series E-1 Shares are then convertible. The Series E-1 Shares are senior to all common stock with respect to preferences as to dividends, distributions and payments upon a dissolution event. In the event of a liquidation event, the Series E-1 Shares are entitled to receive an amount per share equal to the Black Scholes Value as of the liquidation event plus the greater of 125% of the conversion amount (as defined in the Certificate of Designation) and the amount the holder of the Series E-1 Shares would receive if the shares were converted into common stock immediately prior to the liquidation event. If the funds available for liquidation are insufficient to pay the full amount due to the holders of the Series E-1 Shares, each holder will receive a percentage payout. The Series E-1 Shares are entitled to dividends at a rate of 10% per annum or 12% upon a triggering event. Dividends are payable in shares of common stock and may, at the Company’s election, be capitalized and added to the principal monthly. The Series E-1 Shares also have a provision that allows them to be converted to common stock at a conversion rate equal to the Alternate Conversion Price (as defined in the Certificate of Designation) times the number of shares subject to conversion times the 25 % redemption premium in the event of a Triggering Event (as defined in the Certificate of Designation) such as in a liquidation event. On August 7, 2023, certain investors party to the December 2022 Notes and the February 2023 Notes exchanged $ 1.8 million total in principal and accrued interest under the outstanding convertible promissory notes for 1,800 shares of Series E-1 Shares (the August 2023 Preferred Stock Transaction). Per the Series E-1 Convertible Preferred Stock Certificate of Designation, the conversion rate can also be adjusted in several future circumstances, such as on certain dates after the exchange date and upon the issuance of additional convertible securities with a lower conversion rate or in the instance of a Triggering Event. As such, the conversion price as of September 30, 2023 was adjusted to $ 0.0845 per share. The 1,800 Series E-1 Shares are classified as mezzanine equity within the condensed consolidated balance sheets in accordance with ASC 480 due the Series E-1 Shares having a fixed 25% redemption premium upon a Triggering Event and no mandatory redemption feature. During the three months ended September 30, 2023, $ 1.8 Nonconvertible and Redeemable Preferred Stock On December 16, 2022, the Company filed a Certificate of Designation of Series D Non-Convertible Preferred Stock, par value $ 0.0001 70 1 70 Note 4 - Debt Common Stock Effective September 14, 2023, the Company further amended its amended and restated certificate of incorporation to increase the number of authorized shares of common stock to 3,000,000,000 Public Offerings In May 2022, the Company completed an underwritten public offering (the May 2022 Public Offering), whereby the Company issued 181,320 shares of common stock and common warrants (the May Common Stock Warrants) to purchase 362,640 shares of common stock at a price to the public of $ 93.75 . The common warrants have an exercise price of $ 93.75 per share, a five term, and were exercisable beginning on May 24, 2022. In the May 2022 Public Offering the Company also issued pre-funded warrants to purchase 102,680 shares of common stock and common warrants to purchase 205,360 shares of common stock at a price to the public of $ 93.63 . The pre-funded warrants had an exercise price of $ 0.125 per share, were exercisable beginning on May 24, 2022, and were fully exercised after completion of this offering. The Company received proceeds from the May 2022 Public Offering of $ 18.1 million, net of $ 5.9 million debt repayment, underwriting discounts and offering expenses. As discussed above in Warrants 1.625 during the first quarter of 2023, to $ 0.8125 in the second quarter of 2023, and to $ 0.0845 in September 2023. Common Stock Purchase Agreement On February 15, 2022, the Company entered into a common stock purchase agreement (the Stock Purchase Agreement) with Seven Knots, LLC (Seven Knots), pursuant to which Seven Knots agreed to purchase from the Company up to $ 50.0 1,025 8,648 675.00 Sales of common stock to Seven Knots were subject to customary 4.99 19.99 50.0 Effective May 18, 2022, the Company and Seven Knots elected to terminate the Stock Purchase Agreement without any penalty or additional cost to the Company. Purchase Rights On September 15, 2022, the Company entered into certain exchange agreements with the Adjuvant Purchasers and the May 2022 Notes Purchasers to exchange, upon request, the Purchase Rights for an aggregate of 942,080 shares of the Company’s common stock. The number of right shares for each Purchase Right is initially fixed at issuance, but is subject to certain customary adjustments, and, until the second anniversary of issuance, adjustments for certain dilutive Company equity issuances and expire on June 28, 2027. Refer to Note 6 - Fair Value of Financial Instruments 262,221,766 due to the reset of its exercise price, which resulted in a loss on issuance of financial instruments of $ 4.9 2,767,332 shares of common stock upon the exercises of certain Purchase Rights. As of September 30, 2023, Purchase Rights of 288,237,667 shares of the Company’s common stock remained outstanding. Unregistered shares On June 8, 2022, the Company entered into an agreement for services with a360 Media, LLC (a360 Media), pursuant to which a360 Media will provide professional media support and advertising services in exchange for, at a360 Media’s option, either (a) $ 860,119 18,547 46.375 1,409,858 12,802 110.125 31,349 Compensation-Stock Compensation Common Stock Reserved for Future Issuance Common stock reserved for future issuance is as follows in common equivalent shares as of September 30, 2023: Summary of Common Stock Reserved for Future Issuance Common stock issuable upon the exercise of stock options outstanding 3,754 Common stock issuable upon the exercise of common stock warrants 32,639,382 Common stock available for future issuance under the 2019 ESPP 509 Common stock available for future issuance under the Amended and Restated 2014 Plan 5,781 Common stock available for future issuance under the Amended Inducement Plan 609 Common stock reserved for the exercise of purchase rights 288,237,667 Common stock reserved for the conversion of convertible notes 428,570,789 Common stock reserved for the conversion of series E-1 preferred stock 21,621,302 Total common stock reserved for future issuance 771,079,793 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 9. Stock-based Compensation Equity Incentive Plans The following table summarizes stock-based compensation expense related to stock options, restricted stock awards (RSAs) granted to employees, non-employee directors and consultants, and the 2019 Employee Stock Purchase Plan (the 2019 ESPP) included in the condensed consolidated statements of operations as follows (in thousands): Schedule of Stock-based Compensation Expense Related to Stock Options 2023 2022 2023 2022 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 30 150 $ 99 491 Selling and marketing 42 144 146 459 General and administrative 186 687 698 2,179 Total $ 258 $ 981 $ 943 $ 3,129 Stock Options There were no shares of stock options granted during the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, unrecognized stock-based compensation expense for employee stock options was approximately $ 1.4 million, which the Company expects to recognize over a weighted-average remaining period of 1.9 years, assuming all unvested options become fully vested. Restricted Stock Awards There were no For performance-based RSAs, (i) the fair value of the award is determined on the grant date; (ii) the Company assesses the probability of achieving each individual milestone associated with the award using reasonable assumptions based on the Company’s operation performance towards each milestone; (iii) the fair value of the shares subject to the milestone is expensed over the implicit service period commencing once management believes the performance criteria is probable of being met; and (iv) the Company reassesses the probability of achieving each individual milestone at each reporting date, and any change in estimate is accounted for through a cumulative adjustment in the period when the change in estimate occurs. Non-performance based RSAs are valued at the fair value on the grant date and the associated expenses will be recognized over the vesting period. As of September 30, 2023, there was no Employee Stock Purchase Plan The purchase price under the 2019 ESPP is 85 0.025 There were no The fair market value of shares to be issued to employees under the 2019 ESPP is estimated using a Black-Scholes option-pricing model at the grant date, which requires the use of subjective and complex assumptions, including (i) the expected stock price volatility, (ii) the calculation of the expected term of the award, (iii) the risk-free interest rate and (iv) the expected dividend yield. The following weighted average assumptions were used in the calculation of fair value of shares under the 2019 ESPP at the grant dates for the three and nine months ended September 30, 2022. No grant date fair value calculation was performed during the three and nine months ended September 30, 2023. Schedule of Weighted Average Assumptions Three and Nine months ended September 30, 2022 Expected volatility 177.2 % Risk-free interest rate 2.3 % Expected dividend yield 0.0 % Expected term (years) 0.5 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Subsequent events were evaluated through the filing date of this Quarterly Report, November 14, 2023. Adjuvant Forbearance In October 2023, the Company received a forbearance from the Adjuvant Purchasers to forebear the Company’s noncompliance of certain covenant of the Adjuvants Notes due to not having met the $ 100 Settlement of Trade Payables Subsequent to September 30, 2023, the Company settled a portion of its trade payables with several vendors. As a result, a $ 0.6 million reduction in trade payables will be recorded as contra expense in the fourth quarter of 2023. Employment Agreement On November 8, 2023, the Company entered into amended employment agreements with Ms. Pelletier and Ms. Zhang. If Ms. Pelletier is terminated other than for cause or Ms. Pelletier resigns for good reason, then pursuant to her amended employment agreement, the Company will pay and provide to Ms. Pelletier: (i) all accrued obligations as of the date of termination, (ii) any accrued but unpaid bonus for the prior fiscal year, (iii) a pro-rated bonus for the year in which the termination occurs as of her termination date, (iv) an amount equal to twenty-four months of her then-current base salary in a lump sum and (v) eighteen months of continuing health benefits coverage, each subject to the conditions outlined in the agreement. In addition, fifty percent (50%) of any unvested and outstanding equity interests Ms. Pelletier may have shall immediately vest and become exercisable, in each case subject to the conditions outlined in her equity agreements. If Ms. Pelletier’s employment is terminated without cause or if Ms. Pelletier resigns for good reason, in each case within three months prior to or twelve months following a change of control, then the Company will pay and provide to Ms. Pelletier: (i) all accrued obligations as of the date of termination, (ii) an amount equal to thirty-six months of her then-current base salary in a lump sum, (iii) any accrued but unpaid bonus for the prior fiscal year, (iv) her target annual bonus for the year in which the termination occurs at the rate in effect immediately prior to such termination multiplied by a factor of 2.0 and (v) twenty-four months of continuing health benefits coverage, each subject to the conditions outlined in the agreement. In addition, any unvested and outstanding equity interests Ms. Pelletier may have shall fully vest and become exercisable, in each case subject to the conditions outlined in her equity agreements. If Ms. Zhang is terminated other than for cause or resigns for good reason, then the Company will pay and provide to Ms. Zhang: (i) all accrued obligations as of the date of termination, (ii) any accrued but unpaid bonus for the prior fiscal year, (iii) a pro-rated bonus for the year in which the termination occurs as of her termination date, (iv) an amount equal to twelve months of her then current base salary in a lump sum and (v) twelve months of continuing health benefits coverage, each subject to the conditions outlined in her agreement. In addition, fifty percent (50%) of any unvested and outstanding equity interests Ms. Zhang may have shall immediately vest and become exercisable, in each case subject to the conditions outlined in her equity agreements. If Ms. Zhang’s employment is terminated without cause or if she resigns for good reason, in each case within three months prior to or twelve months following a change of control, then the Company will pay and provide to Ms. Zhang: (i) all accrued obligations as of the date of termination, (ii) an amount equal to eighteen months of her then-current base salary in a lump sum, (iii) any accrued but unpaid bonus for the prior fiscal year, (iv) her target annual bonus for the year in which the termination occurs at the rate in effect immediately prior to such termination multiplied by a factor of 1.5 and (v) eighteen months of continuing health benefits coverage, each subject to the conditions outlined in the agreement. In addition, any unvested and outstanding equity interests Ms. Zhang may have shall fully vest and become exercisable subject to the conditions outlined in her equity agreements. Purchase Rights Exercises Subsequent to September 30, 2023, an aggregate of 5,050,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
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 amounts reported in the condensed consolidated financial statements and the notes thereto. Significant estimates affecting amounts reported or disclosed in the condensed consolidated financial statements include, but are not limited to: the assumptions used in measuring the revenue gross-to-net variable consideration items; the trade accounts receivable credit loss reserve estimate; the discount rate used in estimating the fair value of the lease right - - Note 3 – Revenue Note 4 – Debt Note 6 – Fair Value of Financial Instruments Note 7 – Commitments and Contingencies Note 9 – Stock-based Compensation |
Segment Reporting | Segment Reporting 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, the Chief Executive Officer of the Company, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. Deposits in the Company’s checking and time deposit accounts are maintained in federally insured financial institutions and are subject to federally insured limits or limits set by the Securities Investor Protection Corporation. The Company holds its funds through a major U.S. bank and is exposed to credit risk in the event of default to the extent of amounts recorded on the condensed consolidated balance sheets. The Company has not experienced any losses in such accounts and believes it is not exposed to significant concentrations of credit risk on its cash, cash equivalents and restricted cash balances on amounts in excess of federally insured limits due to the financial position of the depository institutions in which these deposits are held. The Company’s deposits were primarily held in Silicon Valley Bank prior to its closure by regulators, however, the Company was able to regain full access to all its deposits and subsequently moved these to a different financial institution. The Company is also subject to credit risk related to its trade accounts receivable from product sales. Its customers are located in the United States and consist of wholesale distributors, retail pharmacies, and a mail-order specialty pharmacy. The Company extends credit to its customers in the normal course of business after evaluating their overall financial condition and evaluates the collectability of its accounts receivable by periodically reviewing the age of the receivables, the financial condition of its customers and its past collection experience. Historically, the Company has not experienced any credit losses. As of September 30, 2023 and December 31, 2022, based on the evaluation of these factors, the Company did not record an allowance for doubtful accounts. Phexxi is distributed primarily through three major distributors and a mail-order pharmacy, which receive service fees calculated as a percentage of the gross sales, and fee per units shipped, respectively. These entities are not obligated to purchase any set number of units and distribute Phexxi on demand as orders are received. For the three and nine months ended September 30, 2023, the Company’s three largest customers combined made up approximately 86 % and 85 % of its gross product sales, respectively. For the three and nine months ended September 30, 2022, the Company’s three largest customers combined made up approximately 93 % and 81 % of its gross product sales, respectively. As of September 30, 2023 the Company’s three largest customers combined made up 91 %, of its trade accounts receivable balance. As of December 31, 2022, the Company’s four largest customers combined made up 81 |
Changes in Presentation | Changes in Presentation Certain reclassifications have been made to the consolidated statements of operations for the three and nine months ended September 30, 2022 for consistency with the presentation of the consolidated statements of operations for the three and nine months ended September 30, 2023. There has been no effect on the Company’s financial position or stockholders’ deficit as of December 31, 2022 or results of operations for the three or nine months ended September 30, 2022. Significant Accounting Policies There have been no changes to the significant accounting policies that were described in Note 2 – Summary of Significant Accounting Policies |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of readily available cash in checking accounts and money market funds. Restricted cash consists of cash held in monthly time deposit accounts and letters of credit, which are collateral for the Company’s credit cards and fleet leases, as described in Note 7 – Commitments and Contingencies 0.3 25.0 Note 4 – Debt 0.8 The following table provides a reconciliation of cash, cash equivalents and restricted cash, reported within the condensed consolidated statements of cash flows (in thousands): Schedule of Reconciliation of Cash and Restricted Cash Nine months ended September 30, 2023 2022 Cash and cash equivalents $ - $ 7,749 Restricted cash 410 1,293 Restricted cash included in other noncurrent assets - 800 Total cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows $ 410 $ 9,842 |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per common share is calculated by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. The net income (loss) available to common stockholders is adjusted for amounts in accumulated deficit related to the down round feature triggered for certain financial instruments. Such adjustment was $ 1.0 Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share 2022 Nine months ended September 30, 2022 Unvested restricted common stock subject to repurchase 1,200 Common stock to be purchased under the 2019 ESPP 5,854 Options to purchase common stock 6,629 Warrants to purchase common stock 1,546,832 Purchase rights to purchase common stock 851,388 Convertible debt 2,682,066 Total 5,093,969 The following table sets forth the computation of weighted average common shares outstanding for diluted net income (loss) per share for the three months ended September 30, 2023 and 2022. Schedule of Weighted Average Common Shares Outstanding for Diluted Net Loss Per Share 2023 2022 Three Months Ended September 30, 2023 2022 Numerator: Net income attributable to common stockholders $ 66,005 $ 89,506 Adjustments: Change in fair value of derivative liabilities - (106,898 ) Change in fair value of purchase rights 4,904 - Noncash interest expense on convertible debt, net of tax 361 367 Gain on extinguishment of convertible debt - (2,483 ) Net income (loss) attributable to common stockholders $ 71,270 $ (19,508 ) Denominator: Weighted average shares used to compute net income (loss) attributable to common stockholder, basic 4,236,477 659,480 Add: Pro forma 402,509,558 2,682,066 Pro forma 311,456,630 1,099,214 Pro forma adjustments to reflect assumed exercise of outstanding options and shares issuable under the ESPP - 1,212 Pro forma adjustments to reflect the assumed conversion of Series E-1 Convertible Preferred Shares 12,925,778 - Weighted average shares used to compute net income (loss) attributable to common stockholder, diluted 731,128,443 4,441,972 Net income (loss) per share attributable to common stockholders, diluted $ 0.10 $ (4.39 ) The following table sets forth the computation of weighted average common shares outstanding for diluted net loss per share for the nine months ended September 30, 2023. Nine months ended September 30, 2023 Numerator: Net income attributable to common stockholders $ 55,093 Adjustments: Change in fair value of purchase rights 5,008 Noncash interest expense on convertible debt, net of tax 1,064 Net income attributable to common stockholders $ 61,165 Denominator: Weighted average shares used to compute net loss attributable to common stockholder, basic 2,524,302 Add: Pro forma adjustments to reflect assumed conversion of convertible debt 376,225,027 Pro forma adjustments to reflect assumed exercise of outstanding warrants and purchase rights 311,456,630 Pro forma adjustments to reflect the assumed conversion of Series E-1 Convertible Preferred Shares 4,355,940 Weighted average shares used to compute net loss attributable to common stockholder, diluted 694,561,899 Net loss per share attributable to common stockholders, diluted $ 0.09 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (ASU No. 2022-02). This is an amendment to ASU 2016-13, where it eliminates the accounting guidance for troubled debt restructuring by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. ASU No. 2022-02 was effective for the Company beginning January 1, 2023 since the Company adopted ASU 2016-13 on January 1, 2020. The adoption of this new standard did not have a material impact on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash, reported within the condensed consolidated statements of cash flows (in thousands): Schedule of Reconciliation of Cash and Restricted Cash Nine months ended September 30, 2023 2022 Cash and cash equivalents $ - $ 7,749 Restricted cash 410 1,293 Restricted cash included in other noncurrent assets - 800 Total cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows $ 410 $ 9,842 |
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share 2022 Nine months ended September 30, 2022 Unvested restricted common stock subject to repurchase 1,200 Common stock to be purchased under the 2019 ESPP 5,854 Options to purchase common stock 6,629 Warrants to purchase common stock 1,546,832 Purchase rights to purchase common stock 851,388 Convertible debt 2,682,066 Total 5,093,969 |
Schedule of Weighted Average Common Shares Outstanding for Diluted Net Loss Per Share | The following table sets forth the computation of weighted average common shares outstanding for diluted net income (loss) per share for the three months ended September 30, 2023 and 2022. Schedule of Weighted Average Common Shares Outstanding for Diluted Net Loss Per Share 2023 2022 Three Months Ended September 30, 2023 2022 Numerator: Net income attributable to common stockholders $ 66,005 $ 89,506 Adjustments: Change in fair value of derivative liabilities - (106,898 ) Change in fair value of purchase rights 4,904 - Noncash interest expense on convertible debt, net of tax 361 367 Gain on extinguishment of convertible debt - (2,483 ) Net income (loss) attributable to common stockholders $ 71,270 $ (19,508 ) Denominator: Weighted average shares used to compute net income (loss) attributable to common stockholder, basic 4,236,477 659,480 Add: Pro forma 402,509,558 2,682,066 Pro forma 311,456,630 1,099,214 Pro forma adjustments to reflect assumed exercise of outstanding options and shares issuable under the ESPP - 1,212 Pro forma adjustments to reflect the assumed conversion of Series E-1 Convertible Preferred Shares 12,925,778 - Weighted average shares used to compute net income (loss) attributable to common stockholder, diluted 731,128,443 4,441,972 Net income (loss) per share attributable to common stockholders, diluted $ 0.10 $ (4.39 ) The following table sets forth the computation of weighted average common shares outstanding for diluted net loss per share for the nine months ended September 30, 2023. Nine months ended September 30, 2023 Numerator: Net income attributable to common stockholders $ 55,093 Adjustments: Change in fair value of purchase rights 5,008 Noncash interest expense on convertible debt, net of tax 1,064 Net income attributable to common stockholders $ 61,165 Denominator: Weighted average shares used to compute net loss attributable to common stockholder, basic 2,524,302 Add: Pro forma adjustments to reflect assumed conversion of convertible debt 376,225,027 Pro forma adjustments to reflect assumed exercise of outstanding warrants and purchase rights 311,456,630 Pro forma adjustments to reflect the assumed conversion of Series E-1 Convertible Preferred Shares 4,355,940 Weighted average shares used to compute net loss attributable to common stockholder, diluted 694,561,899 Net loss per share attributable to common stockholders, diluted $ 0.09 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Repurchase Price Reduction | The Fourth Amendment also granted the Company the ability to repurchase the principal amount and accrued and unpaid interest of the Baker Notes for up to a five-year period for the one-time Repurchase Price designated below: Schedule of Repurchase Price Reduction Date of Notes’ Repurchase Repurchase Price On or prior to September 8, 2024 $ 14,000,000 September 9, 2024-September 8, 2025 $ 16,750,000 September 9, 2025-September 8, 2026 $ 19,500,000 September 9, 2026-September 8, 2027 $ 22,250,000 September 9, 2027-September 8, 2028 $ 25,000,000 |
Schedule of Interest Expense | Interest expense for the Adjuvant Notes for the three and nine months ended September 30, 2023 and 2022 consisted of the following (in thousands): Schedule of Interest Expense Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Coupon interest $ 516 $ 525 $ 1,520 $ 1,560 Amortization of issuance costs 51 25 179 45 Total $ 567 $ 550 $ 1,699 $ 1,605 |
Summary of Senior Subordinated Notes and Warrants | Summary of Senior Subordinated Notes and Warrants Conversion Price Notes Principal at issuance (in thousands) Net Proceeds before issuance costs (in thousands) Warrants (common stock) Preferred Shares Maturity Date At Issuance At 12/31/2022 At 3/31/2023 At 6/30/2023 At 9/30/2023 December 2022 Notes $ 2,308 $ 1,500 369,230 70 12/21/2025 $ 6.25 $ 6.25 $ 1.625 $ 0.8125 $ 0.0845 February 2023 Notes (1) 1,385 900 653,538 - 2/17/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 March 2023 Notes 600 390 240,000 - 3/17/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 March 2023 Notes (2) 538 350 258,584 - 3/20/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 April 2023 Notes 769 500 615,384 - 3/6/2026 $ 1.25 N/A N/A $ 0.8125 $ 0.0845 July 2023 Notes 1,500 975 1,200,000 - 3/6/2026 $ 1.25 N/A N/A N/A $ 0.0845 August 2023 Notes 1,000 650 799,999 - 8/4/2026 $ 1.25 N/A N/A N/A $ 0.0845 September 2023 Notes (3) 2,885 1,875 26,997,040 - 9/26/2026 $ 0.13 N/A N/A N/A $ 0.13 Total Offerings $ 10,985 $ 7,140 31,133,775 (1) Warrants include 99,692 (2) Warrants include 43,200 (3) Warrants include 22,189,349 4,807,692 0.4 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands) for the period indicated: Schedule of Inventories As of September 30, 2023 December 31, 2022 Raw Materials (1) $ 557 $ 758 Work in process (2) 1,105 4,142 Finished Goods (3) 864 1,748 Total (4) $ 2,526 $ 6,648 (1) The raw materials balance was written down by $ 0.2 (2) The work in process balance represents all production costs incurred for partially completed goods and was written down by $ 0.9 (3) The finished goods balance was written down by $ (4) A portion of the total inventory balance which relates to inventory not expected to be sold within one year from the balance sheet date is included in other noncurrent assets, and such balance was zero and $ 1.3 million as of September 30, 2023 and December 31, 2022, respectively. |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consist of the following (in thousands): Schedule of Prepaid and Other Current Assets As of September 30, 2023 December 31, 2022 Insurance $ 1,035 $ 1,387 Receivable for September 2023 Notes proceeds 375 - Research and development related costs 318 403 Other 519 428 Total $ 2,247 $ 2,218 |
Schedule of Property and Equipment Net | Property and equipment, net, consists of the following (in thousands): Schedule of Property and Equipment Net As of Useful Life September 30, 2023 December 31, 2022 Research equipment 5 $ 586 $ 653 Computer equipment and software 3 647 639 Office furniture 5 - 881 Leasehold improvements 5 - 3,388 Construction in-process - 1,562 1,568 Property and equipment gross 2,795 7,129 Less: accumulated depreciation (1,164 ) (3,189 ) Total, net $ 1,631 $ 3,940 |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): Schedule of Accrued Expenses As of September 30, 2023 December 31, 2022 Clinical trial related costs $ 2,497 $ 2,574 Selling and marketing related costs 1,015 674 Other 1,588 876 Total $ 5,100 $ 4,124 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Short-Term Debt [Line Items] | |
Schedule of Fair Value of Financial Assets | Schedule of Fair Value of Financial Assets As of December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (level 2) Significant Unobservable Inputs (Level 3) Significant Unobservable Inputs (Level 3) Total Money market funds (1) $ 2,612 $ - $ - $ - $ 2,612 Total assets $ 2,612 $ - $ - $ - $ 2,612 (1) Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheet. |
Schedule of Fair Value of Financial Liabilities | The following tables summarize the Company’s derivative liabilities as of September 30, 2023 and December 31, 2022 as discussed in Note 8 - Stockholders’ Deficit Schedule of Fair Value of Financial Liabilities Fair Value September 30, 2023 (2) December 31, 2022 (1) Leveling April and June 2020 Baker Warrants $ N/A $ 1 Level 3 May 2022 Public Offering Warrants N/A 303 Level 3 June 2022 Baker Warrants N/A 170 Level 3 December 2022 Warrants N/A 107 Level 3 Purchase rights N/A 1,095 Level 3 Total Derivative Liabilities $ - $ 1,676 (1) As of December 31, 2022, all warrants issued by the Company are subject to liability accounting due to potential settlement in cash, an insufficient number of authorized shares and other adjustment mechanics. However, warrants with an exercise price greater than $ 2.50 de minimus (2) Upon the effectuation of the reverse split on May 18, 2023, the Company has a sufficient number of authorized shares. As a result, during the second quarter of 2023, all derivatives in the table above were marked-to-market with an immaterial amount on May 18, 2023, and then reclassified to equity. |
Schedule of Change in Fair Value of Level 3 Financial Liabilities | The following tables summarize the changes in Level 3 financial liabilities related to Term Notes, Baker Notes and December 2022 Notes, and February, March, April, July, August, and September 2023 Notes measured at fair value on a recurring basis for the three and nine months ended September 30, 2023 (in thousands). Schedule of Change in Fair Value of Level 3 Financial Liabilities Baker First Closing Notes Baker Second Closing Notes Baker Notes- Fourth Amendment Total Offerings (Note 4) Total Balance at June 30, 2023 $ 9,360 $ 6,240 $ - $ - $ 15,600 Balance at issuance - - 13,450 208 13,658 Debt repayment - (1,000 ) - (1,000 ) Extinguishment (9,360 ) (6,240 ) - - (15,600 ) Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations - - - 452 452 Balance at September 30, 2023 $ - $ - $ 12,450 $ 660 $ 13,110 Baker First Closing Notes Baker Second Closing Notes Baker Notes- Fourth Amendment Total Offerings (Note 4) Total Balance at December 31, 2022 $ 23,556 $ 15,704 $ - $ 156 $ 39,416 Balance at issuance - - 13,450 220 13,670 Debt repayment - - (1,000 ) - (1,000 ) Extinguishment (9,360 ) (6,240 ) - - (15,600 ) Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations (14,196 ) (9,464 ) - 284 (23,376 ) Balance at September 30, 2023 $ - $ - $ 12,450 $ 660 $ 13,110 The following tables summarize the changes in Level 3 financial liabilities related to the January 2022 Notes, the March 2022 Notes, the May 2022 Notes, and the Baker Notes measured at fair value on a recurring basis for the three and nine months ended September 30, 2022 (in thousands): Term Notes - May 2022 Notes Baker First Closing Notes Baker Second Closing Notes Baker Notes Total Balance at June 30, 2022 $ 4,054 $ 52,315 $ 34,877 $ 87,192 Change in fair value presented in the Condensed Consolidated Statements of Operations 752 - - - Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations - (21,217 ) (14,145 ) (35,362 ) Exchange of notes (noncash) (4,806 ) - - - Balance at September 30, 2022 $ - $ 31,098 $ 20,732 $ 51,830 Term Notes - January 2022 Notes Term Notes - March 2022 Notes Term Notes - May 2022 Notes Term Notes Total Baker First Closing Notes Baker Second Closing Notes Baker Notes Total Balance at December 31, 2021 $ - $ - $ - $ - $ 49,030 $ 32,687 $ 81,717 Balance at issuance 116 149 447 712 - - - Debt repayment - - (5,892 ) (5,892 ) - - - Change in fair value presented in the Condensed Consolidated Statements of Operations 4 2 10,251 10,257 1,189 792 1,981 Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations - - - - (19,121 ) (12,747 ) (31,868 ) May 2022 exchange transaction (120 ) (151 ) (4,806 ) (5,077 ) - - - Balance at September 30, 2022 $ - $ - $ - $ - $ 31,098 $ 20,732 $ 51,830 The following tables summarize the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2023 (in thousands). There was no such activity for the three months ended September 30, 2023. April and June 2020 Baker Warrants May 2022 Public Offering Common Warrants June December 2022 Warrants February and March 2023 Warrants Purchase Rights Derivative Liabilities Total Balance at December 31, 2022 $ 1 $ 303 $ 170 $ 107 $ - $ 1,095 $ 1,676 Balance $ 1 $ 303 $ 170 $ 107 $ - $ 1,095 $ 1,676 Balance at issuance - - - - 6 105 111 Exercises - (7 ) - - - (186 ) (193 ) Change in fair value presented in the Condensed Consolidated Statements of Operations (1 ) (295 ) (169 ) (107 ) (6 ) (961 ) (1,539 ) Reclassified to equity - (1 ) (1 ) - - (53 ) (55 ) Balance at September 30, 2023 $ - $ - $ - $ - $ - $ - $ - Balance $ - $ - $ - $ - $ - $ - $ - The following tables summarize the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2022 (in thousands): Derivative Liability - January 2022 Warrants Derivative Liability - March 2022 Warrants Derivative Liability - May 2022 Warrants May 2022 Public Offering Common Warrants June 2022 Baker Warrants Purchase Rights Derivative Liabilities Total Balance at June 30, 2022 $ 689 $ 683 $ 687 $ 41,241 $ 70,238 $ - $ 113,538 Balance at issuance - - - - - 5,440 5,440 Exercises - - - (4,941 ) - (524 ) (5,465 ) Change in fair value presented in the Condensed Consolidated Statements of Operations (680 ) (674 ) (680 ) (35,282 ) (69,582 ) - (106,898) Balance at September 30, 2022 $ 9 $ 9 $ 7 $ 1,018 $ 656 $ 4,916 $ 6,615 Derivative Liability - Convertible Preferred Stock Conversion Feature Derivative Liability - January 2022 Warrants Derivative Liability - March 2022 Warrants Derivative Liability - May 2022 Warrants May 2022 Public Offering Common Warrants May 2022 Public Offering Pre-Funded Warrants June 2022 Baker Warrants Purchase Rights Derivative Liabilities Total Balance at December 31, 2021 $ 202 $ - $ - $ - $ - $ - $ - $ - $ 202 Balance $ 202 $ - $ - $ - $ - $ - $ - $ - $ 202 Balance at issuance - 4,562 6,025 1,613 18,034 4,633 70,238 5,440 110,545 Exercises - - - - (12,086 ) (4,633 ) - (524 ) (17,243 ) Change in fair value presented in the Condensed Consolidated Statements of Operations (83 ) (4,553 ) (6,016 ) (1,606 ) (4,930 ) - (69,582 ) - (86,770 ) Conversion of series B-2 convertible preferred stock (46 ) - - - - - - - (46 ) May 2022 exchange transaction (73 ) - - - - - - - (73 ) Balance at September 30, 2022 $ - $ 9 $ 9 $ 7 $ 1,018 $ - $ 656 $ 4,916 $ 6,615 Balance $ - $ 9 $ 9 $ 7 $ 1,018 $ - $ 656 $ 4,916 $ 6,615 |
Convertible Debt [Member] | |
Short-Term Debt [Line Items] | |
Schedule of Fair Value of Financial Liabilities | The following tables summarize the Company’s convertible debt instruments as of September 30, 2023 and December 31, 2022, respectively (in thousands): Schedule of Fair Value of Financial Liabilities Fair Value As of September 30, 2023 Principal Amount Unamortized Issuance Costs Accrued Interest Net Carrying Amount Amount Leveling Baker Notes (1)(2) $ 97,122 $ - $ - $ 97,122 $ 12,450 Level 3 Adjuvant Notes (3)(4) 22,500 (72 ) 5,541 27,969 N/A N/A December 2022 Notes (1) 881 - - 881 63 Level 3 February 2023 Notes (1) 886 - - 886 64 Level 3 March 2023 Notes (1) 1,189 - - 1,189 85 Level 3 April 2023 Notes (1) 800 - - 800 58 Level 3 July 2023 Notes (1) 1,530 - - 1,530 110 Level 3 August 2023 Notes (1) 1,013 - - 1,013 72 Level 3 September 2023 Notes (1) 2,887 - - 2,887 208 Level 3 Fair Value As of December 31, 2022 Principal Amount Unamortized Issuance Costs Accrued Interest Redemption Amount Amount Exchanged Net Carrying Amount Amount Leveling Baker Notes (1)(2) $ 45,528 $ - $ - $ - $ - $ 45,528 $ 39,260 Level 3 Adjuvant Notes (3)(4) 22,500 (252 ) 4,020 - - 26,268 - N/A May 2022 Notes (1) 16,376 - 1,101 4,369 (21,846 ) - - N/A December 2022 Notes (1) 2,308 - - - - 2,308 156 Level 3 (1) These liabilities are/were carried at fair value in the condensed consolidated balance sheets. As such, the principal and accrued interest was included in the determination of fair value. The related debt issuance costs were expensed. The principal amounts of the December 2022 and all the 2023 term notes include approximately $ 0.1 (2) The Baker Notes principal amount includes $ 11.9 5.6 (3) The Adjuvant Notes are recorded in the condensed consolidated balance sheets at their net carrying amount which includes principal and accrued interest, net of unamortized issuance costs. (4) The principal amount and accrued interest of the Adjuvant Notes are net of the 10 2.5 0.4 The following tables summarize the Company’s derivative liabilities as of September 30, 2023 and December 31, 2022 as discussed in Note 8 - Stockholders’ Deficit Schedule of Fair Value of Financial Liabilities Fair Value September 30, 2023 (2) December 31, 2022 (1) Leveling April and June 2020 Baker Warrants $ N/A $ 1 Level 3 May 2022 Public Offering Warrants N/A 303 Level 3 June 2022 Baker Warrants N/A 170 Level 3 December 2022 Warrants N/A 107 Level 3 Purchase rights N/A 1,095 Level 3 Total Derivative Liabilities $ - $ 1,676 (1) As of December 31, 2022, all warrants issued by the Company are subject to liability accounting due to potential settlement in cash, an insufficient number of authorized shares and other adjustment mechanics. However, warrants with an exercise price greater than $ 2.50 de minimus (2) Upon the effectuation of the reverse split on May 18, 2023, the Company has a sufficient number of authorized shares. As a result, during the second quarter of 2023, all derivatives in the table above were marked-to-market with an immaterial amount on May 18, 2023, and then reclassified to equity. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Cost | Schedule of Lease Cost Three Months Ended Nine Months Ended Lease Cost (in thousands) Classification 2023 2022 2023 2022 Operating lease expense Research and development $ 1 $ 37 $ 126 $ 208 Operating lease expense Selling and marketing 55 225 302 724 Operating lease expense General and administrative 2 81 336 590 Total $ 58 $ 343 $ 764 $ 1,522 |
Schedule of Lease Term and Discount Rate | Schedule of Lease Term and Discount Rate Lease Term and Discount Rate September 30, December 31, Weighted Average Remaining Lease Term (in years) 0.95 2.68 Weighted Average Discount Rate 12 % 12 % |
Schedule of Operating Lease Maturities | Schedule of Operating Lease Maturities Maturity of Operating Lease Liabilities (in thousands) September 30, Remainder of 2023 (3 months) $ 47 Year ending December 31, 2024 109 Year ending December 31, 2025 9 Total lease payments 165 Less imputed interest (14 ) Total $ 151 |
Schedule of Supplement Cash Outflows in Operating Leases | Schedule of Supplement Cash Outflows in Operating Leases Other information (in thousands) 2023 2022 Nine Months Ended September 30, Other information (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows in operating leases $ 1,470 $ 1,969 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Warrants | Schedule of Warrants Type of Warrants Underlying common stock to be Purchased Exercise Price Issue Date Exercise Period Common Warrants 4 $ 6,918.75 June 11, 2014 June 11, 2014 to June 11, 2024 Common Warrants 451 $ 14,062.50 May 24, 2018 May 24, 2018 to May 24 2025 Common Warrants 888 $ 11,962.50 April 11, 2019 October 11, 2019 to April 11, 2026 Common Warrants 1,480 $ 11,962.50 June 10, 2019 December 10, 2019 to June 10, 2026 Common Warrants 1,639 $ 0.0845 April 24, 2020 April 24, 2020 to April 24, 2025 Common Warrants 1,092 $ 0.0845 June 9, 2020 June 9, 2020 to June 9, 2025 Common Warrants 8,003 $ 735.00 January 13, 2022 March 1, 2022 to March 1, 2027 Common Warrants 8,303 $ 897.56 March 1, 2022 March 1, 2022 to March 1, 2027 Common Warrants 6,666 $ 309.56 May 4, 2022 May 4, 2022 to May 4, 2027 Common Warrants 894,194 $ 0.0845 May 24, 2022 May 24, 2022 to May 24, 2027 Common Warrants 582,886 $ 0.0845 June 28, 2022 May 24, 2022 to June 28, 2027 Common Warrants 369,230 $ 0.0845 December 21, 2022 December 21, 2022 to December 21, 2027 Common Warrants 653,538 $ 0.0845 February 17, 2023 February 17, 2023 to February 17, 2028 Common Warrants 240,000 $ 0.0845 March 13, 2023 March 13, 2023 to March 13, 2028 Common Warrants 258,584 $ 0.0845 March 20, 2023 March 20, 2023 to March 20, 2028 Common Warrants 615,384 $ 0.0845 April 5, 2023 April 5, 2023 to April 5, 2028 Common Warrants 1,200,000 $ 0.0845 July 3, 2023 July 3, 2023 to July 3, 2028 Common Warrants 799,999 $ 0.0845 August 4, 2023 August 4, 2023 to August 4, 2028 Common Warrants 22,189,349 $ 0.1300 September 27, 2023 September 27, 2023 to September 27, 2028 Pre-funded Warrants 4,807,692 $ 0.0010 September 27, 2023 September 27, 2023 to September 27, 2028 Total 32,639,382 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance is as follows in common equivalent shares as of September 30, 2023: Summary of Common Stock Reserved for Future Issuance Common stock issuable upon the exercise of stock options outstanding 3,754 Common stock issuable upon the exercise of common stock warrants 32,639,382 Common stock available for future issuance under the 2019 ESPP 509 Common stock available for future issuance under the Amended and Restated 2014 Plan 5,781 Common stock available for future issuance under the Amended Inducement Plan 609 Common stock reserved for the exercise of purchase rights 288,237,667 Common stock reserved for the conversion of convertible notes 428,570,789 Common stock reserved for the conversion of series E-1 preferred stock 21,621,302 Total common stock reserved for future issuance 771,079,793 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense Related to Stock Options | The following table summarizes stock-based compensation expense related to stock options, restricted stock awards (RSAs) granted to employees, non-employee directors and consultants, and the 2019 Employee Stock Purchase Plan (the 2019 ESPP) included in the condensed consolidated statements of operations as follows (in thousands): Schedule of Stock-based Compensation Expense Related to Stock Options 2023 2022 2023 2022 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 30 150 $ 99 491 Selling and marketing 42 144 146 459 General and administrative 186 687 698 2,179 Total $ 258 $ 981 $ 943 $ 3,129 |
Schedule of Weighted Average Assumptions | Schedule of Weighted Average Assumptions Three and Nine months ended September 30, 2022 Expected volatility 177.2 % Risk-free interest rate 2.3 % Expected dividend yield 0.0 % Expected term (years) 0.5 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 15, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 09, 2023 | Oct. 03, 2022 | |
Product Information [Line Items] | ||||||||
Revenue | $ 5,112 | $ 6,371 | $ 13,379 | $ 16,656 | ||||
Reverse stock split description | a reverse stock split between 1-for-20 and not more than 1-for-125 at any time on or prior to March 15, 2024. The Company decided on a ratio of 1-for-125 for the Reverse Stock Split. On May 18, 2023, the Reverse Stock Split became effective. | |||||||
Issuance costs, net | 5,300 | |||||||
Restricted cash | 410 | $ 1,293 | 410 | $ 1,293 | $ 1,207 | |||
Working capital deficit | 56,400 | 56,400 | ||||||
Accumulated deficit | $ 884,624 | $ 884,624 | $ 938,694 | |||||
Closing price | $ 0.01 | |||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.01 | ||||
Debt instrument, restrictive covenants, cumulative net sales requirement | $ 100,000 | |||||||
Subsequent Event [Member] | ||||||||
Product Information [Line Items] | ||||||||
Closing price | $ 0.0651 | |||||||
Phexxi [Member] | ||||||||
Product Information [Line Items] | ||||||||
Revenue | $ 16,800 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 2,769 | $ 7,749 | ||
Restricted cash | 410 | 1,207 | 1,293 | |
Restricted cash included in other noncurrent assets | 800 | |||
Total cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows | $ 410 | $ 4,776 | $ 9,842 | $ 13,588 |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 5,093,969 |
Unvested Restricted Stock Awards Subject To Repurchase [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 1,200 |
Employee Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 5,854 |
Share-Based Payment Arrangement, Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 6,629 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 1,546,832 |
Rights [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 851,388 |
Convertible Debt Securities [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 2,682,066 |
Schedule of Weighted Average Co
Schedule of Weighted Average Common Shares Outstanding for Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income attributable to common stockholders | $ 66,005 | $ 89,506 | $ 55,093 | $ (66,535) |
Change in fair value of derivative liabilities | (106,898) | |||
Change in fair value of purchase rights | 4,904 | 5,008 | ||
Noncash interest expense on convertible debt, net of tax | 361 | 367 | 1,064 | |
Gain on extinguishment of convertible debt | (2,483) | |||
Net income attributable to common stockholders | $ 71,270 | $ (19,508) | $ 61,165 | |
Weighted average shares used to compute net income (loss) attributable to common stockholder, basic | 4,236,477 | 659,480 | 2,524,302 | 322,385 |
Weighted average shares used to compute net income (loss) attributable to common stockholder, diluted | 731,128,443 | 4,441,972 | ||
Net loss per share attributable to common stockholders, diluted | $ 0.10 | $ (4.39) | $ 0.09 | $ (206.38) |
Weighted average shares used to compute net loss attributable to common stockholder, basic | 2,524,302 | |||
Weighted average shares used to compute net loss attributable to common stockholder, diluted | 694,561,899 | |||
Convertible Debt [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Pro forma adjustments to reflect the assumed conversion of Series E-1 Convertible Preferred Shares | 402,509,558 | 2,682,066 | 376,225,027 | |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Pro forma adjustments to reflect the assumed conversion of Series E-1 Convertible Preferred Shares | 311,456,630 | 1,099,214 | 311,456,630 | |
ESPP [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Pro forma adjustments to reflect the assumed conversion of Series E-1 Convertible Preferred Shares | 1,212 | |||
Series E 1 Convertible Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Pro forma adjustments to reflect the assumed conversion of Series E-1 Convertible Preferred Shares | 12,925,778 | 4,355,940 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Apr. 14, 2020 | Oct. 03, 2019 | |
Product Information [Line Items] | |||||||
Proceeds from convertible debt | $ 25,000 | ||||||
Down round feature, decrease in net income (loss) to common shareholder, amount | $ 1,000 | 1,000 | |||||
Letter of Credit [Member] | |||||||
Product Information [Line Items] | |||||||
Security deposit | $ 50 | $ 750 | |||||
Letter of Credit [Member] | Building and Building Improvements [Member] | |||||||
Product Information [Line Items] | |||||||
Security deposit | $ 300 | 300 | |||||
Notice of default increase decrease in restricted cash | $ 800 | ||||||
Revenue Benchmark [Member] | Three Largest Customers Combined [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 86% | 93% | 85% | 81% | |||
Accounts Receivable [Member] | Three Largest Customers Combined [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 91% | ||||||
Accounts Receivable [Member] | Fourth Largest Customers Combined [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 81% |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Trade Accounts Receivable [Member] | ||
Product revenue variable consideration liability current | $ 0.2 | $ 0.1 |
Other Current Liabilities [Member] | ||
Product revenue variable consideration liability current | $ 3.5 | $ 2.6 |
Minimum [Member] | ||
Payment term | 31 days | |
Maximum [Member] | ||
Payment term | 66 days |
Schedule of Repurchase Price Re
Schedule of Repurchase Price Reduction (Details) - Baker Notes [Member] $ in Thousands | Sep. 08, 2023 USD ($) |
Prior To September 8, 2024 [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, repurchase amount | $ 14,000,000 |
September 9, 2024 - September 8, 2025 [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, repurchase amount | 16,750,000 |
September 9, 2025 - September 8, 2026 [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, repurchase amount | 19,500,000 |
September 9, 2026 - September 8, 2027 [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, repurchase amount | 22,250,000 |
September 9, 2027 - September 8, 2028 [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, repurchase amount | $ 25,000,000 |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Coupon interest | $ 516 | $ 525 | $ 1,520 | $ 1,560 |
Amortization of issuance costs | 51 | 25 | 179 | 45 |
Total | $ 567 | $ 550 | $ 1,699 | $ 1,605 |
Summary of Senior Subordinated
Summary of Senior Subordinated Notes and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | ||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 10,985 | |||||
Net Proceeds before issuance costs | $ 7,140 | |||||
Warrants (common stock) | 31,133,775 | |||||
Preferred stock | 0 | 0 | ||||
December 2022 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 2,308 | |||||
Net Proceeds before issuance costs | $ 1,500 | |||||
Warrants (common stock) | 369,230 | |||||
Debt Instrument, Maturity Date | Dec. 21, 2025 | |||||
Conversion price | $ 0.0845 | $ 0.8125 | $ 1.625 | $ 6.25 | $ 6.25 | |
December 2022 Notes [Member] | Series D Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Preferred stock | 70 | |||||
February 2023 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | [1] | $ 1,385 | ||||
Net Proceeds before issuance costs | [1] | $ 900 | ||||
Warrants (common stock) | [1] | 653,538,000 | ||||
Debt Instrument, Maturity Date | [1] | Feb. 17, 2026 | ||||
Conversion price | [1] | $ 0.0845 | 0.8125 | 1.625 | 2.50 | |
March 2023 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 600 | |||||
Net Proceeds before issuance costs | $ 390 | |||||
Warrants (common stock) | 240,000 | |||||
Debt Instrument, Maturity Date | Mar. 17, 2026 | |||||
Conversion price | $ 0.0845 | 0.8125 | 1.625 | 2.50 | ||
March Two 2023 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | [2] | $ 538 | ||||
Net Proceeds before issuance costs | $ 350 | |||||
Warrants (common stock) | [2] | 258,584 | ||||
Debt Instrument, Maturity Date | [2] | Mar. 20, 2026 | ||||
Conversion price | [2] | $ 0.0845 | 0.8125 | $ 1.625 | 2.50 | |
April 2023 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 769 | |||||
Net Proceeds before issuance costs | $ 500 | |||||
Warrants (common stock) | 615,384 | |||||
Debt Instrument, Maturity Date | Mar. 06, 2026 | |||||
Conversion price | $ 0.0845 | $ 0.8125 | 1.25 | |||
July 2023 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 1,500 | |||||
Net Proceeds before issuance costs | $ 975 | |||||
Warrants (common stock) | 1,200,000 | |||||
Debt Instrument, Maturity Date | Mar. 06, 2026 | |||||
Conversion price | $ 0.0845 | 1.25 | ||||
August 2023 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 1,000 | |||||
Net Proceeds before issuance costs | $ 650 | |||||
Warrants (common stock) | 799,999 | |||||
Debt Instrument, Maturity Date | Aug. 04, 2026 | |||||
Conversion price | $ 0.0845 | 1.25 | ||||
September 2023 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | [3] | $ 2,885 | ||||
Net Proceeds before issuance costs | [3] | $ 1,875 | ||||
Warrants (common stock) | [3] | 26,997,040 | ||||
Debt Instrument, Maturity Date | [3] | Sep. 26, 2026 | ||||
Conversion price | [3] | $ 0.13 | $ 0.13 | |||
[1]Warrants include 99,692 43,200 22,189,349 4,807,692 0.4 |
Summary of Senior Subordinate_2
Summary of Senior Subordinated Notes and Warrants (Details) (Parenthetical) - Placement Agent [Member] - December Two Thousand Twenty Two To September Two Thousand Twenty Three [Member] - USD ($) shares in Thousands, $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Mar. 20, 2023 | Feb. 17, 2023 | |
Short-Term Debt [Line Items] | |||
Number of shares to purchase capital stock | 43,200 | 99,692 | |
Net proceeds | $ 0.4 | ||
Series A Preferred Stock [Member] | |||
Short-Term Debt [Line Items] | |||
Warrants | 22,189,349 | ||
Series B Preferred Stock [Member] | |||
Short-Term Debt [Line Items] | |||
Warrants | 4,807,692 |
Debt (Details Narrative)
Debt (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||||||
Oct. 01, 2023 USD ($) | Sep. 08, 2023 | Sep. 08, 2023 USD ($) | Mar. 07, 2023 USD ($) | Dec. 19, 2022 USD ($) | Sep. 15, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | May 04, 2022 USD ($) $ / shares shares | Apr. 04, 2022 USD ($) $ / shares | Mar. 21, 2022 USD ($) $ / shares | Feb. 15, 2022 | Oct. 14, 2020 USD ($) $ / shares | Jun. 09, 2020 USD ($) $ / shares shares | Apr. 26, 2020 | Apr. 24, 2020 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | May 31, 2022 Integer | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Aug. 31, 2023 $ / shares | Aug. 07, 2023 | Apr. 30, 2023 $ / shares | Mar. 31, 2023 $ / shares | Feb. 28, 2023 $ / shares | Dec. 31, 2022 USD ($) $ / shares | Oct. 03, 2022 $ / shares | Apr. 30, 2022 $ / shares | Mar. 01, 2022 USD ($) $ / shares shares | Jan. 13, 2022 USD ($) $ / shares shares | Jan. 02, 2022 | Nov. 20, 2021 USD ($) $ / shares shares | Apr. 23, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 10,985 | $ 10,985 | $ 10,985 | ||||||||||||||||||||||||||||||||
Purchase agreement, threshold amount of aggregate gross proceeds from future sale of equity securities | $ 50,000 | ||||||||||||||||||||||||||||||||||
Interest expense | 1,702 | $ 1,605 | |||||||||||||||||||||||||||||||||
Debt covenant, cumulative net sales requirement | 100,000 | ||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 92,700 | ||||||||||||||||||||||||||||||||||
Cumulative net sales | $ 100,000 | ||||||||||||||||||||||||||||||||||
Accrued interest percentage | 10% | ||||||||||||||||||||||||||||||||||
Upfront payment | $ 1,000 | ||||||||||||||||||||||||||||||||||
Debt and interest payment description | The cash payments will be determined based upon the quarterly global net revenue of Phexxi such that if the global net revenue is less than or equal to $5.0 million, the Company will pay 3%; if the global net revenue is over $5.0 million and less than or equal to $7.0 million, the Company will continue to pay 3% on net revenue up to $5.0 million and 4% on the net revenue over $5.0 million; and if the global net revenue is over $7.0 million, the Company will pay 3% on the net revenue up to $5.0 million, 4% on the net revenue over $5.0 million up to $7.0 million, and 5% on net revenue over $7.0 million. The cash payments will be payable beginning in the fourth quarter of 2023. Regardless of the percentage paid, the quarterly cash payment amounts, along with the $1.0 million upfront payment, will be deducted from the Repurchase Price as Applicable Reductions | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 13,110 | 13,110 | 13,110 | $ 39,416 | |||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 75,337 | $ (24,487) | 75,337 | $ (24,487) | |||||||||||||||||||||||||||||||
[custom:RevaluedAmountExtinguishmentOfDebtAmount] | 73,200 | ||||||||||||||||||||||||||||||||||
Convertible notes payable current outstanding balance principal and interest | $ 100 | $ 100 | $ 100 | ||||||||||||||||||||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.01 | ||||||||||||||||||||||||||||||
Series B-2 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Exchange agreement, number of convertible shares to be redeemed (in shares) | shares | 2,100 | ||||||||||||||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Exchange agreement, number of convertible shares to be redeemed (in shares) | shares | 1,700 | ||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 0.19 | ||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 587.50 | ||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Beneficial ownership limitation percentage | 4.99% | ||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Beneficial ownership limitation percentage | 19.99% | ||||||||||||||||||||||||||||||||||
Second Baker Amendment [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 725.81 | ||||||||||||||||||||||||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000 | ||||||||||||||||||||||||||||||||||
Conversion price percentage | 100% | ||||||||||||||||||||||||||||||||||
Agreegate gross proceeds | $ 20,000 | ||||||||||||||||||||||||||||||||||
Third Baker Amendment [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 26.25 | ||||||||||||||||||||||||||||||||||
Secured Creditor Forbearance Agreement [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument indebtedness amount | $ 5,000 | ||||||||||||||||||||||||||||||||||
June 2022 Baker Warrants [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 582,886 | ||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 93.75 | ||||||||||||||||||||||||||||||||||
Baker Warrants [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 0.0845 | $ 0.0845 | $ 0.8125 | $ 0.0845 | $ 1.625 | ||||||||||||||||||||||||||||||
Baker Warrants [Member] | Second Baker Amendment [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 93.75 | $ 93.75 | |||||||||||||||||||||||||||||||||
Baker First Closing Notes [Member] | First Closing Warrants [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 1,639 | ||||||||||||||||||||||||||||||||||
Unsecured Debt [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||||||||||||||||||||||||||
Redemption premium percentage | 25% | ||||||||||||||||||||||||||||||||||
Unsecured Debt [Member] | January 2022 Warrants [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 735 | ||||||||||||||||||||||||||||||||||
Unsecured Debt [Member] | January 2022 Warrants [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 8,003 | ||||||||||||||||||||||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Unsecured Debt [Member] | March 2022 Warrants [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 8,303 | ||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 897.56 | ||||||||||||||||||||||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||||||||
May 2022 Notes [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Exchange agreement, number of common shares to be redeemed (in shares) | shares | 4,266 | ||||||||||||||||||||||||||||||||||
Exchange agreement, number of common shares to be issued (in shares) | shares | 1,666 | ||||||||||||||||||||||||||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||||||||||||||||||||||||||
Debt instrument, underwritten public offering threshold amount | $ 20,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, underwritten public offering threshold amount | $ 5,900 | ||||||||||||||||||||||||||||||||||
Trading period suspension | Integer | 5 | ||||||||||||||||||||||||||||||||||
Debt default interest rate | 18% | ||||||||||||||||||||||||||||||||||
Debt default redemption percentage | 125% | ||||||||||||||||||||||||||||||||||
May 2022 Notes [Member] | Series B-2 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Exchange agreement, number of convertible shares to be redeemed (in shares) | shares | 2,100 | ||||||||||||||||||||||||||||||||||
May 2022 Notes [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Exchange agreement, number of convertible shares to be redeemed (in shares) | shares | 1,700 | ||||||||||||||||||||||||||||||||||
May 2022 Notes [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Exchange agreement, number of common shares to be redeemed (in shares) | shares | 4,266 | ||||||||||||||||||||||||||||||||||
May 2022 Notes [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 6,666 | ||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 309.56 | ||||||||||||||||||||||||||||||||||
Baker Bros. Notes [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Class of warrant or right, vesting term | 5 years | ||||||||||||||||||||||||||||||||||
Debt instrument, term | 2 years | ||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 4,575 | ||||||||||||||||||||||||||||||||||
Conversion price as a percentage of lowest stock price | 115% | ||||||||||||||||||||||||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000 | ||||||||||||||||||||||||||||||||||
Conversion price percentage | 100% | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 12,500 | $ 12,500 | $ 12,500 | ||||||||||||||||||||||||||||||||
Convertible notes payable current outstanding balance principal and interest | 97,100 | 97,100 | 97,100 | ||||||||||||||||||||||||||||||||
Baker Bros. Notes [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 25,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||||||||||||||||||||||
Debt instrument, term with no prepayment | 3 years | ||||||||||||||||||||||||||||||||||
Note interest rate percent | 10% | ||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, rate | 10% | ||||||||||||||||||||||||||||||||||
Interest expense | 2,400 | $ 800 | 6,200 | $ 2,200 | |||||||||||||||||||||||||||||||
Written notice period | 10 days | ||||||||||||||||||||||||||||||||||
Debt instrument, convertible, weighted average price measurement period | $ / shares | $ 9,356.25 | ||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 4,575 | ||||||||||||||||||||||||||||||||||
Baker Bros. Notes [Member] | Convertible Notes Payable [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||||||||||||||||||||||||||
Baker Bros. Notes [Member] | Convertible Notes Payable [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument, redemption price, percentage | 110% | ||||||||||||||||||||||||||||||||||
Baker Bros. Notes [Member] | Convertible Notes Payable [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument, redemption price, percentage | 110% | ||||||||||||||||||||||||||||||||||
Baker Bros. Notes [Member] | Baker First Closing Notes [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Securities sold under purchase agreement | $ 15,000 | ||||||||||||||||||||||||||||||||||
Purchase agreement, maximum amount of securities purchasable under agreement | 10,000 | ||||||||||||||||||||||||||||||||||
Purchase agreement, threshold amount of aggregate gross proceeds from future sale of equity securities | $ 100,000 | ||||||||||||||||||||||||||||||||||
Baker Bros. Notes [Member] | Baker Second Closing Notes [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Securities sold under purchase agreement | $ 10,000 | ||||||||||||||||||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 1,092 | ||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 4,575 | ||||||||||||||||||||||||||||||||||
February 2023 [Member] | June 2022 Baker Warrants [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 1.625 | ||||||||||||||||||||||||||||||||||
March 2023 [Member] | June 2022 Baker Warrants [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | 0.8125 | ||||||||||||||||||||||||||||||||||
April 2023 [Member] | June 2022 Baker Warrants [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | 0.40 | ||||||||||||||||||||||||||||||||||
August 2023 [Member] | June 2022 Baker Warrants [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 0.0845 | ||||||||||||||||||||||||||||||||||
Old Baker Notes [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 15,600 | 15,600 | 15,600 | ||||||||||||||||||||||||||||||||
Accumulated other comprehensive income debt | $ 73,200 | $ 73,200 | $ 73,200 | ||||||||||||||||||||||||||||||||
Adjuvant Notes [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, rate | 8.80% | 8.80% | 8.80% | ||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 678.49 | $ 0.0845 | $ 0.0845 | $ 0.0845 | |||||||||||||||||||||||||||||||
Conversion price as a percentage of lowest stock price | 100% | ||||||||||||||||||||||||||||||||||
Debt instrument convertible (in shares) | shares | 331,827,919 | ||||||||||||||||||||||||||||||||||
Adjuvant Notes [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 25,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||||||||||||||||||||||
Note interest rate percent | 7.50% | ||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 26.25 | $ 6,843.75 | $ 1.625 | ||||||||||||||||||||||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 2,500 | ||||||||||||||||||||||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Debt instrument weighted average period | 30 days | 30 days | |||||||||||||||||||||||||||||||||
Debt instrument weighted average price per share | $ / shares | $ 18,750 | $ 18,750 | |||||||||||||||||||||||||||||||||
[custom:DebtInstrumentConvertibleExchangePercentage-0] | 10% | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,900 | ||||||||||||||||||||||||||||||||||
[custom:DebtConversionConvertedInstrumentAmount] | shares | 109,842 | ||||||||||||||||||||||||||||||||||
Debt instrument convertible conversion price | $ / shares | $ 0.0845 | $ 0.0845 | $ 0.0845 | $ 0.8125 | |||||||||||||||||||||||||||||||
Restricted Cash | $ 25,000 | $ 400 | $ 400 | $ 400 | $ 900 | ||||||||||||||||||||||||||||||
Convertible debt, noncurrent | 28,000 | 28,000 | 28,000 | 26,300 | |||||||||||||||||||||||||||||||
Convertible debt, noncurrent principal amount | 22,500 | 22,500 | 22,500 | 22,300 | |||||||||||||||||||||||||||||||
Convertible debt, noncurrent, accrued interest | $ 5,500 | $ 5,500 | $ 5,500 | $ 4,000 | |||||||||||||||||||||||||||||||
Adjuvant Notes [Member] | Convertible Notes Payable [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument convertible conversion price | $ / shares | $ 0.40 | ||||||||||||||||||||||||||||||||||
Adjuvant Notes [Member] | Convertible Notes Payable [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Beneficial ownership limitation percentage | 4.99% | ||||||||||||||||||||||||||||||||||
Adjuvant Notes [Member] | Convertible Notes Payable [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Beneficial ownership limitation percentage | 19.99% | ||||||||||||||||||||||||||||||||||
A 50 Senior Subordinated Notes Due 2025 Issued January 2022 [Member] | Unsecured Debt [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 5,900 | ||||||||||||||||||||||||||||||||||
Interest rate (in percent) | 5% | ||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 900 | ||||||||||||||||||||||||||||||||||
A 50 Senior Subordinated Notes Due 2025 Issued March 2022 [Member] | Unsecured Debt [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 7,450 | ||||||||||||||||||||||||||||||||||
Interest rate (in percent) | 5% | ||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 2,450 | ||||||||||||||||||||||||||||||||||
January and March 2022 Notes [Member] | Unsecured Debt [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Interest rate (in percent) | 5% | ||||||||||||||||||||||||||||||||||
Notes interest rate increased percentage | 18% | ||||||||||||||||||||||||||||||||||
Redemption premium percentage | 25% | 25% | |||||||||||||||||||||||||||||||||
A 50 Senior Subordinated Notes [Member] | May 2022 Notes [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 22,300 | ||||||||||||||||||||||||||||||||||
Interest rate (in percent) | 5% | ||||||||||||||||||||||||||||||||||
May 2022 Notes [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument convertible (in shares) | shares | 832,237 | ||||||||||||||||||||||||||||||||||
A 80 Senior Subordinated Notes Due 2025 Issued December 2022 [Member] | Unsecured Debt [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||
Strike price per share | $ / shares | $ 0.08 | ||||||||||||||||||||||||||||||||||
Interest rate (in percent) | 8% | ||||||||||||||||||||||||||||||||||
Notes interest rate increased percentage | 12% | ||||||||||||||||||||||||||||||||||
Redemption premium percentage | 32.50% |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw Materials | [1] | $ 557 | $ 758 |
Work in process | [2] | 1,105 | 4,142 |
Finished Goods | [3] | 864 | 1,748 |
Total | [4] | $ 2,526 | $ 6,648 |
[1]The raw materials balance was written down by $ 0.2 0.9 |
Schedule of Inventories (Deta_2
Schedule of Inventories (Details) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Inventory write-down | $ 0.2 | |
Inventory write-down | 0.9 | |
Inventory, noncurrent | $ 1.3 | $ 1.3 |
Schedule of Prepaid and Other C
Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Impairment Effects on Earnings Per Share [Line Items] | ||
Total | $ 2,247 | $ 2,218 |
Insurance [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Total | 1,035 | 1,387 |
Receivable for September 2023 Notes proceeds [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Total | 375 | |
Research And Development Related Costs [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Total | 318 | 403 |
Other Current Assets [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Total | $ 519 | $ 428 |
Schedule of Property and Equipm
Schedule of Property and Equipment Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 2,795 | $ 7,129 |
Less: accumulated depreciation | (1,164) | (3,189) |
Total, net | 1,631 | 3,940 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 586 | 653 |
Useful Life | 5 years | |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 647 | 639 |
Useful Life | 3 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 881 | |
Useful Life | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 3,388 | |
Useful Life | 5 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 1,562 | $ 1,568 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Clinical trial related costs | $ 2,497 | $ 2,574 |
Selling and marketing related costs | 1,015 | 674 |
Other | 1,588 | 876 |
Total | $ 5,100 | $ 4,124 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 2,612 | |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,612 | [1] |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,612 | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,612 | [1] |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | [1] | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | [1] | |
[1]Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheet. |
Schedule of Fair Value of Fin_2
Schedule of Fair Value of Financial Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | $ 10,985 | ||||
Principal amounts of accrued interest | 100 | ||||
Derivative liabilities | $ 1,676 | ||||
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liabilities | [1] | 1,676 | [2] | ||
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | April And June 2022 Baker Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liabilities | [2] | 1 | |||
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | May 2022 Public Offering Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liabilities | [2] | 303 | |||
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | June 2022 Baker Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liabilities | [2] | 170 | |||
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | December 2022 Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liabilities | [2] | 107 | |||
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | Rights [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liabilities | [2] | 1,095 | |||
Baker Bros. Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal amounts of accrued interest | 97,100 | ||||
Baker Bros. Notes [Member] | Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [3],[4] | 97,122 | 45,528 | ||
Unamortized Issuance Costs | [3],[4] | ||||
Accrued Interest | [3],[4] | ||||
Net carrying amount | [3],[4] | 97,122 | 45,528 | ||
Fair value amount | [3],[4] | 12,450 | 39,260 | ||
Redemption Amount | [3],[4] | ||||
Amount Exchanged | [3],[4] | ||||
Adjuvant Notes [Member] | Convertible Debt [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [5],[6] | 22,500 | 22,500 | ||
Unamortized Issuance Costs | [5],[6] | (72) | (252) | ||
Accrued Interest | [5],[6] | 5,541 | 4,020 | ||
Redemption Amount | [5],[6] | ||||
Amount Exchanged | [5],[6] | ||||
Adjuvant Notes [Member] | Convertible Debt [Member] | Reported Value Measurement [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Net carrying amount | [5],[6] | 27,969 | 26,268 | ||
Adjuvant Notes [Member] | Convertible Debt [Member] | Estimate of Fair Value Measurement [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value amount | [5],[6] | ||||
December 2022 Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | 2,308 | ||||
December 2022 Notes [Member] | Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [4] | 881 | 2,308 | ||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 881 | 2,308 | ||
Fair value amount | [4] | 63 | 156 | ||
Redemption Amount | [4] | ||||
Amount Exchanged | [4] | ||||
February 2023 Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [7] | 1,385 | |||
February 2023 Notes [Member] | Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [4] | 886 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 886 | |||
Fair value amount | [4] | 64 | |||
March 2023 Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | 600 | ||||
March 2023 Notes [Member] | Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [4] | 1,189 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 1,189 | |||
Fair value amount | [4] | 85 | |||
April 2023 Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | 769 | ||||
April 2023 Notes [Member] | Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [4] | 800 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 800 | |||
Fair value amount | [4] | 58 | |||
July 2023 Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | 1,500 | ||||
July 2023 Notes [Member] | Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [4] | 1,530 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 1,530 | |||
Fair value amount | [4] | 110 | |||
August 2023 Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | 1,000 | ||||
August 2023 Notes [Member] | Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [4] | 1,013 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 1,013 | |||
Fair value amount | [4] | 72 | |||
September 2023 Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [8] | 2,885 | |||
September 2023 Notes [Member] | Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [4] | 2,887 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 2,887 | |||
Fair value amount | [4] | $ 208 | |||
May 2022 Notes [Member] | Convertible Debt [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [4] | 16,376 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | 1,101 | |||
Redemption Amount | [4] | 4,369 | |||
Amount Exchanged | [4] | (21,846) | |||
May 2022 Notes [Member] | Convertible Debt [Member] | Reported Value Measurement [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Net carrying amount | [4] | ||||
May 2022 Notes [Member] | Convertible Debt [Member] | Estimate of Fair Value Measurement [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value amount | [4] | ||||
[1]Upon the effectuation of the reverse split on May 18, 2023, the Company has a sufficient number of authorized shares. As a result, during the second quarter of 2023, all derivatives in the table above were marked-to-market with an immaterial amount on May 18, 2023, and then reclassified to equity.[2]As of December 31, 2022, all warrants issued by the Company are subject to liability accounting due to potential settlement in cash, an insufficient number of authorized shares and other adjustment mechanics. However, warrants with an exercise price greater than $ 2.50 de minimus 11.9 5.6 0.1 10 2.5 0.4 99,692 22,189,349 4,807,692 0.4 |
Schedule of Fair Value of Fin_3
Schedule of Fair Value of Financial Liabilities (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Exercise price threshold for out of the money warrants | $ 2.50 | |
Baker Bros. Notes [Member] | Convertible Debt [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Interest paid in kind | $ 11.9 | $ 5.6 |
Adjuvant Notes [Member] | Convertible Debt [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Percent reduction in principal and interest | 10% | |
Notes reduction | $ 2.5 | |
Reduction in interest | $ 0.4 |
Schedule of Change in Fair Valu
Schedule of Change in Fair Value of Level 3 Financial Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | $ 133,116 | $ 1,539 | $ 101,502 | |||
Reclassified to equity | $ 53 | |||||
Long-Term Debt [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 15,600 | 87,192 | 39,416 | 81,717 | ||
Balance at issuance | 13,658 | 13,670 | ||||
Payments | (1,000) | (1,000) | ||||
Extinguishment | (15,600) | (15,600) | ||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | 452 | (35,362) | (23,376) | (31,868) | ||
Balance | 13,110 | 15,600 | 51,830 | $ 87,192 | 13,110 | 51,830 |
Change in fair value presented in the consolidated statements of operations | 1,981 | |||||
May 2022 exchange transaction | ||||||
Debt repayment | ||||||
Long-Term Debt [Member] | Bakers First Closing Note [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 9,360 | 52,315 | 23,556 | 49,030 | ||
Balance at issuance | ||||||
Payments | ||||||
Extinguishment | (9,360) | (9,360) | ||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (21,217) | (14,196) | (19,121) | |||
Balance | 9,360 | 31,098 | 52,315 | 31,098 | ||
Change in fair value presented in the consolidated statements of operations | 1,189 | |||||
May 2022 exchange transaction | ||||||
Debt repayment | ||||||
Long-Term Debt [Member] | Bakers Second Closing Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 6,240 | 34,877 | 15,704 | 32,687 | ||
Balance at issuance | ||||||
Payments | ||||||
Extinguishment | (6,240) | (6,240) | ||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (14,145) | (9,464) | (12,747) | |||
Balance | 6,240 | 20,732 | 34,877 | 20,732 | ||
Change in fair value presented in the consolidated statements of operations | 792 | |||||
May 2022 exchange transaction | ||||||
Debt repayment | ||||||
Long-Term Debt [Member] | Bakers Notes Fourth Amendment [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | ||||||
Balance at issuance | 13,450 | 13,450 | ||||
Payments | (1,000) | (1,000) | ||||
Extinguishment | ||||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | ||||||
Balance | 12,450 | 12,450 | ||||
Long-Term Debt [Member] | Total Offerings [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 156 | |||||
Balance at issuance | 208 | 220 | ||||
Payments | ||||||
Extinguishment | ||||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | 452 | 284 | ||||
Balance | 660 | 660 | ||||
Long-Term Debt [Member] | Term Notes May 2022 Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 4,054 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | ||||||
Balance | 4,054 | |||||
Change in fair value presented in the consolidated statements of operations | 752 | |||||
May 2022 exchange transaction | (4,806) | |||||
Long-Term Debt [Member] | A 50 Senior Subordinated Notes Due 2025 Issued January 2022 [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | ||||||
Balance at issuance | 116 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | ||||||
Balance | ||||||
Change in fair value presented in the consolidated statements of operations | 4 | |||||
May 2022 exchange transaction | (120) | |||||
Debt repayment | ||||||
Long-Term Debt [Member] | A 50 Senior Subordinated Notes Due 2025 Issued March 2022 [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | ||||||
Balance at issuance | 149 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | ||||||
Balance | ||||||
Change in fair value presented in the consolidated statements of operations | 2 | |||||
May 2022 exchange transaction | (151) | |||||
Debt repayment | ||||||
Long-Term Debt [Member] | A 50 Senior Subordinated Notes Due 2025 Issued May 2022 [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | ||||||
Balance at issuance | 447 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | ||||||
Balance | ||||||
Change in fair value presented in the consolidated statements of operations | 10,251 | |||||
May 2022 exchange transaction | (4,806) | |||||
Debt repayment | (5,892) | |||||
Long-Term Debt [Member] | Term Notes Total [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | ||||||
Balance at issuance | 712 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | ||||||
Balance | ||||||
Change in fair value presented in the consolidated statements of operations | 10,257 | |||||
May 2022 exchange transaction | (5,077) | |||||
Debt repayment | (5,892) | |||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 6,615 | 113,538 | 1,676 | 202 | ||
Balance at issuance | 5,440 | 111 | 110,545 | |||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (106,898) | (1,539) | (86,770) | |||
Balance | 6,615 | 6,615 | 6,615 | |||
May 2022 exchange transaction | (73) | |||||
Exercises | (5,465) | (193) | (17,243) | |||
Reclassified to equity | (55) | |||||
Conversion of series B-2 convertible preferred stock | (46) | |||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | Derivative Liability Convertible Preferred Stock [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 1 | 202 | ||||
Balance at issuance | ||||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (1) | (83) | ||||
Balance | ||||||
May 2022 exchange transaction | (73) | |||||
Exercises | ||||||
Reclassified to equity | ||||||
Conversion of series B-2 convertible preferred stock | (46) | |||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | May 2022 Public Offering Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 1,018 | 41,241 | 303 | |||
Balance at issuance | 18,034 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (35,282) | (295) | (4,930) | |||
Balance | 1,018 | 1,018 | 1,018 | |||
May 2022 exchange transaction | ||||||
Exercises | (4,941) | (7) | (12,086) | |||
Reclassified to equity | (1) | |||||
Conversion of series B-2 convertible preferred stock | ||||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | June 2022 Baker Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 4,916 | 170 | ||||
Balance at issuance | 5,440 | 70,238 | ||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (169) | (69,582) | ||||
Balance | 656 | 4,916 | 656 | |||
May 2022 exchange transaction | ||||||
Exercises | (524) | |||||
Reclassified to equity | (1) | |||||
Conversion of series B-2 convertible preferred stock | ||||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | December 2022 Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 107 | |||||
Balance at issuance | ||||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (107) | |||||
Balance | ||||||
Exercises | ||||||
Reclassified to equity | ||||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | February And March 2023 Notes [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | ||||||
Balance at issuance | 6 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (6) | |||||
Balance | ||||||
Exercises | ||||||
Reclassified to equity | ||||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | Rights [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 1,095 | |||||
Balance at issuance | 105 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (961) | |||||
Balance | ||||||
Exercises | (186) | |||||
Reclassified to equity | $ (53) | |||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | January 2022 Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 9 | 689 | ||||
Balance at issuance | 4,562 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (680) | (4,553) | ||||
Balance | 9 | 9 | 9 | |||
May 2022 exchange transaction | ||||||
Exercises | ||||||
Conversion of series B-2 convertible preferred stock | ||||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | March 2022 Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 9 | 683 | ||||
Balance at issuance | 6,025 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (674) | (6,016) | ||||
Balance | 9 | 9 | 9 | |||
May 2022 exchange transaction | ||||||
Exercises | ||||||
Conversion of series B-2 convertible preferred stock | ||||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | May 2022 Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 7 | 687 | ||||
Balance at issuance | 1,613 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (680) | (1,606) | ||||
Balance | 7 | 7 | 7 | |||
May 2022 exchange transaction | ||||||
Exercises | ||||||
Conversion of series B-2 convertible preferred stock | ||||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | May 2022 Public Offering Pre-Funded Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | 656 | 70,238 | ||||
Balance at issuance | 4,633 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | (69,582) | |||||
Balance | 656 | |||||
May 2022 exchange transaction | ||||||
Exercises | (4,633) | |||||
Conversion of series B-2 convertible preferred stock | ||||||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | Purchase Rights [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance | ||||||
Balance at issuance | 5,440 | |||||
Change in fair value presented in the Condensed Consolidated Statements of Operations | ||||||
Balance | $ 4,916 | 4,916 | ||||
May 2022 exchange transaction | ||||||
Exercises | (524) | |||||
Conversion of series B-2 convertible preferred stock |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Revenue from cumulative net sales | $ 100,000 | |||
Loss on issuance of financial instruments | $ 300 | |||
Retained earnings accumulated deficit | (884,624) | (884,624) | $ (938,694) | |
Convertible And Redeemable Preferred Stock [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Retained earnings accumulated deficit | $ 1,000 | $ 1,000 | ||
Baker Bros. Notes [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Revenue from cumulative net sales | $ 100,000 | |||
Baker Bros. Notes [Member] | Measurement Input Royalty Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt instrument, measurement input | 0.035 | 0.035 | ||
Baker Bros. Notes [Member] | Measurement Input, Discount Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt instrument, measurement input | 0.150 | 0.150 |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | ||||
Operating lease expense | $ 58 | $ 343 | $ 764 | $ 1,522 |
Research and Development Expense [Member] | ||||
Loss Contingencies [Line Items] | ||||
Operating lease expense | 1 | 37 | 126 | 208 |
Selling and Marketing Expense [Member] | ||||
Loss Contingencies [Line Items] | ||||
Operating lease expense | 55 | 225 | 302 | 724 |
General and Administrative Expense [Member] | ||||
Loss Contingencies [Line Items] | ||||
Operating lease expense | $ 2 | $ 81 | $ 336 | $ 590 |
Schedule of Lease Term and Disc
Schedule of Lease Term and Discount Rate (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted Average Remaining Lease Term (in years) | 11 months 12 days | 2 years 8 months 4 days |
Weighted Average Discount Rate | 12% | 12% |
Schedule of Operating Lease Mat
Schedule of Operating Lease Maturities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2023 (3 months) | $ 47 |
Year ending December 31, 2024 | 109 |
Year ending December 31, 2025 | 9 |
Total lease payments | 165 |
Less imputed interest | (14) |
Total | $ 151 |
Schedule of Supplement Cash Out
Schedule of Supplement Cash Outflows in Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash outflows in operating leases | $ 1,470 | $ 1,969 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
May 27, 2022 USD ($) ft² | Jan. 01, 2021 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Integer | Sep. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 20, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 14, 2020 USD ($) ft² | Dec. 31, 2019 | Oct. 03, 2019 USD ($) ft² | |
Loss Contingencies [Line Items] | ||||||||||||||
Number of leased vehicles | Integer | 21 | |||||||||||||
Restricted cash | $ 1,293,000 | $ 410,000 | $ 1,293,000 | $ 410,000 | $ 1,293,000 | $ 1,207,000 | ||||||||
Square footage | ft² | 8,816 | 24,474 | ||||||||||||
Operating lease right-of-use assets | $ 3,300,000 | 151,000 | 151,000 | 4,406,000 | ||||||||||
Operating lease liabilities | 4,200,000 | 13,000 | 13,000 | 3,133,000 | ||||||||||
Gain on termination of lease | $ 200,000 | 466,000 | ||||||||||||
Company area (in square feet) | ft² | 16,637 | |||||||||||||
Lease expenses | $ 100,000 | |||||||||||||
Lease percentage | 3.50% | |||||||||||||
Sublease gross income | 0 | 300,000 | 300,000 | |||||||||||
Purchase obligation, purchases during the period | 0 | 0 | 0 | 0 | ||||||||||
Accounts Payable, Trade | $ 1,500,000 | $ 1,500,000 | ||||||||||||
[custom:AccountsPayableTrade90DaysPastDueOrMorePercent-0] | 89% | 89% | ||||||||||||
Accrued expenses | $ 5,100,000 | $ 5,100,000 | 4,124,000 | |||||||||||
Rush License Agreement [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Royalty cost | 200,000 | $ 200,000 | 400,000 | $ 700,000 | ||||||||||
Accrued expenses | 900,000 | 900,000 | 600,000 | |||||||||||
Rush License Agreement [Member] | Minimum [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Royalty cost | $ 100,000 | |||||||||||||
Rush License Agreement [Member] | Maximum [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Royalty cost | $ 100,000 | |||||||||||||
Letter of Credit [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Security deposit | $ 50,000 | $ 750,000 | ||||||||||||
Vehicles [Member] | Securities Deposit [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Restricted cash | $ 300,000 | |||||||||||||
Building and Building Improvements [Member] | Letter of Credit [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Restricted cash | $ 800,000 | |||||||||||||
Security deposit | $ 300,000 | $ 300,000 | ||||||||||||
Building and Building Improvements [Member] | Securities Deposit [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Restricted cash | $ 800,000 | |||||||||||||
Lease Contract Term One [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Weighted average remaining lease term (in years) | 24 months | 24 months | 24 months | |||||||||||
Extended lease term | 12 months | |||||||||||||
Lease Contract Term One [Member] | Vehicles [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Weighted average remaining lease term (in years) | 24 months | |||||||||||||
Lease Contract Term [Member] | Vehicles [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Weighted average remaining lease term (in years) | 36 months |
Schedule of Warrants (Details)
Schedule of Warrants (Details) - $ / shares | Sep. 27, 2023 | Aug. 04, 2023 | Jul. 03, 2023 | Apr. 05, 2023 | Mar. 20, 2023 | Mar. 13, 2023 | Feb. 17, 2023 | Dec. 21, 2022 | Jun. 28, 2022 | May 24, 2022 | May 04, 2022 | Mar. 01, 2022 | Jan. 13, 2022 | Jun. 09, 2020 | Apr. 24, 2020 | Jun. 10, 2019 | Apr. 11, 2019 | May 24, 2018 | Jun. 11, 2014 | Sep. 30, 2023 | Apr. 08, 2023 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Class of warrant or right outstanding | 32,639,382,000 | ||||||||||||||||||||
Common Warrants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Class of warrant or right outstanding | 22,189,349 | 1,200,000 | 615,384 | 258,584 | 240,000 | 653,538 | 369,230 | 582,886 | 894,194 | 6,666 | 8,303 | 8,003 | 1,092 | 1,639 | 1,480 | 888 | 451 | 4 | 799,999 | ||
Exercise price | $ 0.1300 | $ 0.0845 | $ 0.0845 | $ 0.0845 | $ 0.0845 | $ 0.0845 | $ 0.0845 | $ 0.0845 | $ 0.0845 | $ 0.0845 | $ 309.56 | $ 897.56 | $ 735 | $ 0.0845 | $ 0.0845 | $ 11,962.50 | $ 11,962.50 | $ 14,062.50 | $ 6,918.75 | ||
Warrants exercise period | September 27, 2023 to September 27, 2028 | August 4, 2023 to August 4, 2028 | July 3, 2023 to July 3, 2028 | April 5, 2023 to April 5, 2028 | March 20, 2023 to March 20, 2028 | March 13, 2023 to March 13, 2028 | February 17, 2023 to February 17, 2028 | December 21, 2022 to December 21, 2027 | May 24, 2022 to June 28, 2027 | May 24, 2022 to May 24, 2027 | May 4, 2022 to May 4, 2027 | March 1, 2022 to March 1, 2027 | March 1, 2022 to March 1, 2027 | June 9, 2020 to June 9, 2025 | April 24, 2020 to April 24, 2025 | December 10, 2019 to June 10, 2026 | October 11, 2019 to April 11, 2026 | May 24, 2018 to May 24 2025 | June 11, 2014 to June 11, 2024 | ||
Prefunded Warrants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Class of warrant or right outstanding | 4,807,692 | ||||||||||||||||||||
Exercise price | $ 0.0010 | ||||||||||||||||||||
Warrants exercise period | September 27, 2023 to September 27, 2028 |
Summary of Common Stock Reserve
Summary of Common Stock Reserved for Future Issuance (Details) shares in Thousands | Sep. 30, 2023 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Common stock reserved upon exercise of common stock warrants | 32,639,382 |
Common stock reserved for the exercise of purchase rights | 288,237,667 |
Common stock reserved for conversion of convertible notes | 428,570,789 |
Number of shares available for grant | 21,621,302 |
Common stock capital shares reserved for future issuance | 771,079,793 |
Inducement Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares available for grant | 609 |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Common stock reserved upon exercise of stock options outstanding | 3,754 |
Share-Based Payment Arrangement, Option [Member] | Employee Stock Purchase Plan 2019 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares available for grant | 509 |
Share-Based Payment Arrangement, Option [Member] | Amended and Restated 2014 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares available for grant | 5,781 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||
Aug. 07, 2023 USD ($) $ / shares shares | Sep. 15, 2022 Integer | Jul. 18, 2022 USD ($) $ / shares shares | Jun. 08, 2022 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares shares | Mar. 24, 2022 $ / shares shares | Feb. 15, 2022 USD ($) shares | Jun. 30, 2022 $ / shares shares | May 31, 2022 USD ($) $ / shares shares | Apr. 30, 2022 $ / shares shares | Oct. 31, 2021 $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 shares | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) Integer $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 27, 2023 $ / shares shares | Jun. 30, 2023 $ / shares shares | Apr. 30, 2023 $ / shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 16, 2022 $ / shares shares | Oct. 03, 2022 $ / shares | May 04, 2022 USD ($) shares | Apr. 25, 2022 $ / shares | Jan. 31, 2022 $ / shares shares | Jan. 13, 2022 | Dec. 15, 2021 $ / shares shares | Apr. 30, 2020 $ / shares shares | |
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Total proceeds from warrants exercised | $ | $ 174,000 | $ 25,211,000 | |||||||||||||||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.01 | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 32,639,382,000 | 32,639,382,000 | |||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Temporary equity, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 0 | 0 | 0 | ||||||||||||||||||||||||||
Increase to additional paid in capital | $ | $ 1,800,000 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||||||||||||||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | |||||||||||||||||||||||||
Loss on issuance of financial instruments | $ | $ 4,900,000 | ||||||||||||||||||||||||||||
Common stock capital share reserved for future issuance | 288,237,667,000 | 288,237,667,000 | |||||||||||||||||||||||||||
a360 Media, LLC [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Service agreement cash option | $ | $ 1,409,858 | $ 860,119 | |||||||||||||||||||||||||||
Issued for services | 12,802 | 18,547 | |||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 110.125 | $ 46.375 | |||||||||||||||||||||||||||
a360 Media, LLC [Member] | Unregistered Shares [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Issued for services | 31,349 | ||||||||||||||||||||||||||||
Adjuvant and May 2022 Notes [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | Integer | 942,080 | 262,221,766 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights During Period | 2,767,332 | ||||||||||||||||||||||||||||
Common stock capital share reserved for future issuance | 288,237,667 | 288,237,667 | |||||||||||||||||||||||||||
Unsecured Debt [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||||
[custom:DebtInstrumentRedemptionPremiumInEventOfDefault-0] | 25% | ||||||||||||||||||||||||||||
Series B-2 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Stock issued during convertible securities | 2,347 | ||||||||||||||||||||||||||||
Temporary equity shares exchange of convertible securities | 1,700 | ||||||||||||||||||||||||||||
Exchange agreement, number of convertible shares to be redeemed | 2,100 | ||||||||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Temporary equity shares exchange of convertible securities | 1,700 | ||||||||||||||||||||||||||||
Temporary equity, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Temporary equity stated value per share | $ / shares | $ 1,000 | ||||||||||||||||||||||||||||
Exchange agreement, number of convertible shares to be redeemed | 1,700 | ||||||||||||||||||||||||||||
Exchange agreement, aggregate principal amount redeemed | $ | $ 4,800,000 | ||||||||||||||||||||||||||||
Exchange agreement, number of warrants to be issued | 6,666 | ||||||||||||||||||||||||||||
Series E1 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.40 | $ 0.0845 | $ 0.0845 | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 1,800,000 | ||||||||||||||||||||||||||||
Series E1 Convertible And Redeemable Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 1,800 | 1,800 | |||||||||||||||||||||||||||
Series D Non-Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 70 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Preferred stock voting right power percentage | 1% | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 70 | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 675 | ||||||||||||||||||||||||||||
Issued for commitment fee | 8,648 | ||||||||||||||||||||||||||||
Common Stock [Member] | Seven Knots LLC [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Stock sale agreement, authorized amount | $ | $ 50,000,000 | ||||||||||||||||||||||||||||
Issued for commitment fee | 1,025 | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 0.19 | ||||||||||||||||||||||||||||
Stock issued during convertible securities | 1,369 | ||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 587.50 | ||||||||||||||||||||||||||||
Issued for services | 35,361 | 18,547 | |||||||||||||||||||||||||||
Preferred Stock [Member] | Series E1 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 1,800 | ||||||||||||||||||||||||||||
Preferred Stock [Member] | Series E1 Convertible And Redeemable Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 1,800 | 1,800 | |||||||||||||||||||||||||||
Prefunded Warrants [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 0.0010 | ||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 4,807,692 | ||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Benefical ownership limitation | 4.99% | ||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Benefical ownership limitation | 19.99% | ||||||||||||||||||||||||||||
May 2022 Public Offering [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 568,000 | ||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 93.75 | ||||||||||||||||||||||||||||
May 2022 Public Offering [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Limitations on exercise provisions percentage | 4.99% | ||||||||||||||||||||||||||||
May 2022 Public Offering [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Limitations on exercise provisions percentage | 19.99% | ||||||||||||||||||||||||||||
Registered Direct Offering [Member] | Series B1 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Number of shares issued in transaction | 5,000 | ||||||||||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 1,000 | ||||||||||||||||||||||||||||
Conversion of stock | 1,200 | 5,000 | |||||||||||||||||||||||||||
Registered Direct Offering [Member] | Series B-2 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Number of shares issued in transaction | 5,000 | ||||||||||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 1,000 | ||||||||||||||||||||||||||||
Fixed conversion price | $ / shares | $ 332.50 | ||||||||||||||||||||||||||||
Public Offering [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Number of shares issued in transaction | 181,320 | ||||||||||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 93.75 | ||||||||||||||||||||||||||||
May 2022 Public Offering Pre-Funded Warrants [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 93.63 | ||||||||||||||||||||||||||||
Baker Warrants [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 0.0845 | $ 0.0845 | $ 0.8125 | $ 1.625 | |||||||||||||||||||||||||
Prefunded Warrants [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 102,680 | ||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 0.125 | ||||||||||||||||||||||||||||
Second May 2022 Public Offering Warrants [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||||
May 2022 Public Offering [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants exercised | 225,039 | 225,039 | |||||||||||||||||||||||||||
Total proceeds from warrants exercised | $ | $ 21,100,000 | ||||||||||||||||||||||||||||
June 2022 Baker Warrants [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 582,886 | 582,886 | |||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 93.75 | 0.0845 | $ 93.75 | 0.0845 | 1.625 | ||||||||||||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
June 2022 Baker Warrants [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Benefical ownership limitation | 4.99% | ||||||||||||||||||||||||||||
June 2022 Baker Warrants [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Benefical ownership limitation | 19.99% | ||||||||||||||||||||||||||||
Second May 2022 Public Offering [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | 0.8125 | ||||||||||||||||||||||||||||
May 2022 Public Offering Warrants [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 362,640 | ||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 93.75 | 0.0845 | 0.0845 | $ 0.8125 | |||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||||
May 2022 Public Offering Warrants [Member] | Warrant [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 1.625 | ||||||||||||||||||||||||||||
May 2022 Public Offering Pre-Funded Warrants [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 205,360 | ||||||||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ | $ 18,100,000 | ||||||||||||||||||||||||||||
Payments for Repurchase of Initial Public Offering | $ | $ 5,900,000 | ||||||||||||||||||||||||||||
May 2022 Public Offering Pre-Funded Warrants [Member] | Prefunded Warrants [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 102,680 | ||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 0.125 | ||||||||||||||||||||||||||||
Baker Bros Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 2,732 | ||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 4,575 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 8,303 | 8,003 | |||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 897.56 | $ 735 | |||||||||||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 6,666 | ||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 309.56 | ||||||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||||
Security Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 1,152,122 | ||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 1.64 | $ 1.64 | $ 0.8125 | $ 2.50 | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 32,639,382 | 32,639,382 | |||||||||||||||||||||||||||
Security Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase | 1,999,999 | ||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 1.25 | ||||||||||||||||||||||||||||
Warrants exercised | 615,384 | ||||||||||||||||||||||||||||
Security Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||
Stock option warrant to purchase, exercise price per share | $ / shares | $ 0.0845 | $ 0.0845 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expense Related to Stock Options (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 258 | $ 981 | $ 943 | $ 3,129 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | 30 | 150 | 99 | 491 |
Selling and Marketing Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | 42 | 144 | 146 | 459 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 186 | $ 687 | $ 698 | $ 2,179 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions (Details) - Employee Stock Purchase Plan 2019 [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 177.20% |
Risk-free interest rate | 2.30% |
Expected dividend yield | 0% |
Expected term (years) | 6 months |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 USD ($) shares | |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 0 |
Employee Benefits and Share-Based Compensation | $ 1,400,000 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 days |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares of performance-based RSAs granted | shares | 0 |
Unrecognized noncash stock-based compensation expense | $ 0 |
Employee Stock [Member] | Employee Stock Purchase Plan 2019 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Purchase price of common stock | 85% |
Maximum stock value available for purchase denominator | $ 25,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Oct. 02, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||||
Net revenue | $ 100,000,000 | ||||
Stock issued | $ 3,412,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Accounts payable, trade current | $ 600,000 | ||||
Stock issued | $ 5,050,000 |