Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 21, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-36754 | |||
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 Rd | |||
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 Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 1.9 | |||
Entity Common Stock, Shares Outstanding | 45,939,509 | |||
Documents Incorporated by Reference [Text Block] | None. | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Auditor Firm ID | 207 | 34 | ||
Auditor Name | BPM, LLP | Deloitte & Touche LLP | ||
Auditor Location | Walnut Creek, California | San Diego, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 2,769 | |
Restricted cash | 580 | 1,207 |
Trade accounts receivable, net | 5,738 | 1,126 |
Inventories | 1,697 | 5,379 |
Prepaid and other current assets | 1,195 | 2,218 |
Total current assets | 9,210 | 12,699 |
Property and equipment, net | 1,203 | 3,940 |
Operating lease right-of-use assets | 106 | 4,406 |
Other noncurrent assets | 35 | 4,118 |
Total assets | 10,554 | 25,163 |
Current liabilities: | ||
Accounts payable | 17,020 | 14,984 |
Convertible notes payable carried at fair value (Note 4) | 14,731 | 39,416 |
Convertible notes payable - Adjuvant (Note 4) | 28,537 | 26,268 |
Accrued expenses | 4,227 | 4,124 |
Accrued compensation | 2,609 | 2,175 |
Operating lease liabilities - current | 97 | 2,311 |
Derivative liabilities | 1,926 | 1,676 |
Other current liabilities | 3,316 | 2,876 |
Total current liabilities | 72,463 | 93,830 |
Operating lease liabilities - non-current | 8 | 3,133 |
Total liabilities | 72,471 | 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, E-1, and F-1 convertible preferred stock, 5,000, 5,000, 1,700, 2,300, and 95,000 shares authorized; 1,874 shares of E-1 and 22,280 shares of F-1 issued and outstanding at December 31, 2023; ID="xdx_902_eus-gaap--TemporaryEquitySharesOutstanding_iI_pid_do_c20221231_z9td8XwZCcQ3" TITLE="Temporary equity, shares outstanding" | 4,593 | |
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2023 or 2022 | ||
Common Stock, $0.0001 par value; 3,000,000,000 shares authorized; 20,007,799 and 984,786 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 2 | |
Additional paid-in capital | 823,036 | 817,367 |
Accumulated other comprehensive income (loss) | (849) | 49,527 |
Accumulated deficit | (888,699) | (938,694) |
Total stockholders’ deficit | (66,510) | (71,800) |
Total liabilities, convertible and redeemable preferred stock and stockholders’ deficit | $ 10,554 | $ 25,163 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 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 | 20,007,799 | 984,786 |
Common stock, shares outstanding | 20,007,799 | 984,786 |
Series B-1 Convertible and Redeemable Preferred Stock [Member] | ||
Temporary equity, shares authorized | 5,000 | 5,000 |
Series B-2 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 E-1 Convertible and Redeemable Preferred Stock [Member] | ||
Temporary equity, shares authorized | 2,300 | 2,300 |
Temporary equity, shares issued | 1,874 | |
Temporary equity, shares outstanding | 1,874 | |
Series F-1 Convertible and Redeemable Preferred Stock [Member] | ||
Temporary equity, shares authorized | 95,000 | 95,000 |
Temporary equity, shares issued | 22,280 | |
Temporary equity, shares outstanding | 22,280 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Product sales, net | $ 18,218 | $ 16,837 |
Operating expenses: | ||
Cost of goods sold | 6,512 | 4,415 |
Research and development | 2,939 | 25,032 |
Selling and marketing | 11,664 | 43,951 |
General and administrative | 14,950 | 27,563 |
Total operating expenses | 36,065 | 100,961 |
Loss from operations | (17,847) | (84,124) |
Other income (expense): | ||
Interest income | 31 | 85 |
Other expense, net | (2,628) | (2,087) |
Loss on issuance of financial instruments | (6,776) | (72,993) |
Gain (loss) on debt extinguishment | 75,337 | (24,487) |
Change in fair value of financial instruments | 4,879 | 106,952 |
Total other income, net | 70,843 | 7,470 |
Income (loss) before income tax | 52,996 | (76,654) |
Income tax expense | (17) | (44) |
Net income (loss) | 52,979 | (76,698) |
Deemed dividends | (2,984) | (1,316) |
Net income (loss) attributable to common stockholders | $ 49,995 | $ (78,014) |
Net income (loss) per share attributable to common stockholders: | ||
Basic (Note 2) | $ 10.36 | $ (167.42) |
Diluted (Note 2) | $ 0.05 | $ (167.42) |
Weighted-average shares used to compute net income (loss) per share: | ||
Basic | 4,826,763 | 465,967 |
Diluted | 984,038,574 | 465,967 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net income (loss) | $ 52,979 | $ (76,698) |
Other comprehensive income: | ||
Change in fair value of financial instruments attributed to credit risk change | 22,814 | 44,438 |
Reclassification adjustment related to debt extinguishment | (73,187) | |
Comprehensive income (loss) | $ 2,606 | $ (32,260) |
Consolidated Statements of Conv
Consolidated Statements of Convertible and Redeemable Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Series B Convertible and Redeemable Preferred Stock [Member] Preferred Stock [Member] | Series C Convertible and Redeemable Preferred Stock [Member] Preferred Stock [Member] | Series E-1 Convertible and Redeemable Preferred Stock [Member] Preferred Stock [Member] | Series E-1 Convertible and Redeemable Preferred Stock [Member] | Series F-1 Convertible and Redeemable Preferred Stock [Member] Preferred Stock [Member] | Series F-1 Convertible and Redeemable Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2021 | $ 4,740 | $ 751,276 | $ 5,089 | $ (860,680) | $ (104,315) | ||||||
Temporary equity, Balance, shares at Dec. 31, 2021 | 5,000 | ||||||||||
Common stock, Balance, shares at Dec. 31, 2021 | 86,666 | ||||||||||
Issuance of common stock - Stock Purchase Agreement (Note 8) | 7,953 | 7,953 | |||||||||
Issuance of common stock - Stock Purchase Agreement (Note 8), shares | 16,739 | ||||||||||
Issuance of common stock - May 2022 Public Offering (see Note 8) | 1,239 | 1,239 | |||||||||
Issuance of common stock - May 2022 Public Offering (see Note 8), shares | 181,320 | ||||||||||
Issuance of common stock upon cash exercise of warrants | 41,932 | 41,932 | |||||||||
Issuance of common stock upon cash exercise of warrants, shares | 385,198 | ||||||||||
Issuance of common stock - ESPP | 20 | 20 | |||||||||
Issuance of common stock - ESPP, shares | 601 | ||||||||||
Issuance of common stock - a360 Media | 3,408 | 3,408 | |||||||||
Issuance of common stock - a360 Media, shares | 53,908 | ||||||||||
Issuance of common stock upon noncash exercise of purchase rights | 1,005 | 1,005 | |||||||||
Issuance of common stock upon noncash exercise of purchase rights, shares | 260,692 | ||||||||||
Conversion of series B-2 convertible preferred stock | $ (1,143) | $ (72) | 1,251 | 1,251 | |||||||
Temporary equity, Conversion of series B-2 convertible preferred stock, shares | (1,200) | ||||||||||
Conversion of series B-2 convertible preferred stock, shares | 2,347 | ||||||||||
Exchange of series B-2 convertible preferred stock (see Note 8) | $ (1,616) | $ 1,616 | |||||||||
Exchange of series B-2 convertible preferred stock (see Note 8), shares | (1,700) | 1,700 | |||||||||
Convertible preferred stock deemed dividends | $ 118 | $ 84 | (81) | (81) | |||||||
Restricted stock awards issued | |||||||||||
Restricted stock awards issued, shares | 1,258 | ||||||||||
Restricted stock awards cancelled | |||||||||||
Restricted stock awards cancelled, shares | (1,258) | ||||||||||
May 2022 exchange transaction | $ (2,099) | $ (1,628) | 3,655 | (1,316) | 2,339 | ||||||
Temporary equity, May 2022 exchange transaction, shares | (2,100) | (1,700) | |||||||||
May 2022 exchange transaction, shares | (2,600) | ||||||||||
Cash repurchase of fractional common stock after the reverse stock split | (18) | (18) | |||||||||
Cash repurchase of fractional common stock after the reverse stock split, shares | (85) | ||||||||||
Issuance of December 2022 Notes | 1,344 | 1,344 | |||||||||
Change in fair value of financial instruments attributed to credit risk change (see Note 4) | 44,438 | 44,438 | |||||||||
Modification of Baker Warrants (see Note 4) | 1,070 | 1,070 | |||||||||
Stock-based compensation | 3,313 | 3,313 | |||||||||
Net income (loss) | (76,698) | (76,698) | |||||||||
Balance at Dec. 31, 2022 | 817,367 | 49,527 | (938,694) | $ (71,800) | |||||||
Temporary equity, Balance, shares at Dec. 31, 2022 | 0 | ||||||||||
Common stock, Balance, shares at Dec. 31, 2022 | 984,786 | 984,786 | |||||||||
Issuance of common stock upon cash exercise of warrants | 284 | $ 284 | |||||||||
Issuance of common stock upon cash exercise of warrants, shares | 1,760,544 | ||||||||||
Issuance of common stock upon noncash exercise of purchase rights | $ 2 | 424 | 426 | ||||||||
Issuance of common stock upon noncash exercise of purchase rights, shares | 16,534,856 | ||||||||||
Change in fair value of financial instruments attributed to credit risk change (see Note 4) | 22,814 | 22,814 | |||||||||
Stock-based compensation | 1,189 | 1,189 | |||||||||
Net income (loss) | 52,979 | 52,979 | |||||||||
Issuance of SSNs (See Note 4) | 5,420 | 5,420 | |||||||||
Issuance of common stock upon conversion of notes | |||||||||||
Issuance of common stock upon conversion of notes, shares | 730,997 | ||||||||||
Issuance of convertible and redeemable preferred stock upon exchange of notes with existing equity holders | $ 1,800 | (1,797) | (3) | (1,800) | |||||||
Issuance of convertible and redeemable preferred stock upon exchange of notes with existing equity holders, shares | 1,800 | ||||||||||
Issuance of convertible and redeemable preferred stock upon exchange of partial purchase rights value and warrants (see Note 8) | $ 2,719 | (13) | (2,748) | (2,761) | |||||||
Issuance of convertible and redeemable preferred stock upon exchange of partial purchase rights value and warrants, shares | 22,280 | ||||||||||
Adjustment related to reverse stock split (fractional shares) | |||||||||||
Adjustment related to downround feature for financial instruments | 162 | (162) | |||||||||
Reverse of AOCI upon Baker’s 4th Amendment | (73,187) | (73,187) | |||||||||
Series E-1 Shares dividends | $ 74 | (74) | (74) | ||||||||
Series E-1 Shares dividends, shares | 74 | ||||||||||
Balance at Dec. 31, 2023 | $ 1,874 | $ 2,719 | $ 2 | $ 823,036 | $ (849) | $ (888,699) | $ (66,510) | ||||
Temporary equity, Balance, shares at Dec. 31, 2023 | 1,874 | 1,874 | 22,280 | 22,280 | 0 | ||||||
Common stock, Balance, shares at Dec. 31, 2023 | 20,007,799 | 20,007,799 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 52,979 | $ (76,698) |
Adjustments to reconcile net income (loss) to net cash and restricted cash used in operating activities: | ||
Loss on issuance of financial instruments | 6,776 | 72,993 |
Gain on debt extinguishment | (75,337) | 24,487 |
Change in fair value of financial instruments | (4,879) | (106,952) |
Financial instrument modification expense | 1,067 | |
Stock-based compensation | 1,189 | 3,313 |
Depreciation | 477 | 1,015 |
Noncash interest expenses | 2,270 | 2,176 |
Noncash right-of-use amortization | 1,304 | 1,031 |
Noncash inventory reserve for excess & obsolescence | 1,576 | (300) |
Net gain on lease termination | (466) | |
Noncash instrument exchange expense | 514 | |
Loss on disposal and write-down of property and equipment | 2,511 | 926 |
Gain on accounts payable settlements | (2,096) | |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (4,612) | 5,323 |
Inventories | 2,106 | 1,566 |
Prepaid and other assets | 3,661 | 2,593 |
Accounts payable | 4,090 | 4,474 |
Accrued expenses and other liabilities | 527 | (4,106) |
Accrued compensation | 434 | (2,478) |
Lease liabilities | (1,478) | (1,354) |
Net cash and restricted cash used in operating activities | (8,968) | (70,410) |
Purchases of property and equipment | (4) | (341) |
Net cash and restricted cash used in investing activities | (4) | (341) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock - exercise of warrants | 290 | 25,211 |
Proceeds from issuance of common stock and warrants, net of offering costs | 24,882 | |
Proceeds from issuance of common stock – Public Offering, net of commissions – ATM transactions | 7,438 | |
Proceeds from issuance of common stock- ESPP and exercise of stock options | 20 | |
Borrowings under term notes | 5,640 | 11,500 |
Payments under term notes | (1,154) | (5,892) |
Cash repurchase of fractional common stock after reverse stock split | (18) | |
Cash paid for offering costs | (1,202) | |
Net cash and restricted cash provided by financing activities | 4,776 | 61,939 |
Net change in cash, cash equivalents and restricted cash | (4,196) | (8,812) |
Cash, cash equivalents and restricted cash, beginning of period | 4,776 | 13,588 |
Cash, cash equivalents and restricted cash, end of period | 580 | 4,776 |
Supplemental cash flow information: | ||
Cash paid for interest | 338 | 698 |
Cash paid for taxes | 4 | 26 |
Supplemental disclosure of noncash investing and financing activities: | ||
Exchange of convertible notes to Series E-1 Shares | 1,800 | |
Exchange of warrants and partial purchase rights value to Series F-1 Shares | 2,761 | |
Issuance of common stock upon exercise of purchase rights | 426 | 1,007 |
Series E-1 shares dividends | 74 | |
Right-of-use assets obtained in exchange for operating lease liabilities | 219 | |
Purchases of property and equipment included in accounts payable and accrued expenses | 105 | |
Conversion of series B-2 and B-1 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 for Purchase Rights | 634 | |
Exchange of term notes for Purchase Rights | $ 4,806 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 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 18.2 On December 11, 2023, the Company entered into an Agreement and Plan of Merger, as amended (the Merger Agreement) with Aditxt, Inc., a Delaware corporation (Aditxt), Adicure, Inc., a Delaware corporation, and a wholly-owned Subsidiary of Aditxt (Merger Sub), pursuant to which, and on the terms and subject to the conditions thereof, the Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Aditxt (the Merger). The Merger is expected to close in the second half of 2024; the accompanying consolidated financial statements do not reflect the potential impact of the Merger Agreement. Basis of Presentation and Principles of Consolidation The Company prepared the consolidated financial statements in accordance with accounting principles generally accepted in the US (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) related to annual reports on Form 10-K. 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. 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, which became effective on May 18, 2023. 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 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. As of December 31, 2023, the Company had cash and cash equivalents, including restricted cash from the Adjuvant Notes (as defined in Note 4 - Debt 0.6 million, a working capital deficit of $ 63.3 888.7 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 per share bid price requirement (the Bid Price Requirement) for continued inclusion on the OTCQB. The closing bid price for the Company’s common stock must remain at or above $ 0.01 per share to comply with the Bid Price Requirement for continued listing. As of March 21, 2024, the closing price was $ 0.0158 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 its 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 US or foreign markets, or other potential business combinations, including the Merger. The Company anticipates it will continue to incur net losses for the foreseeable future. According to management estimates, liquidity resources as of December 31, 2023 and 2022 were not sufficient to maintain the Company’s cash flow needs for the twelve months from the date of issuance of these 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 US 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 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. Significant estimates affecting amounts reported or disclosed in the 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 right - - Note 2 – Summary of Significant Accounting Policies Note 3 - Revenue Note 4 - Debt Note 6 - Fair Value of Financial Instruments Note 7 - Commitments and Contingencies Note 9 - Stock-based Compensation Note 11 – Income Taxes 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 Securities Investor Protection Corporation. The Company invests in 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 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 their closure by regulators; however, the Company was subsequently able to regain full access to all its deposits and 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 U.S. 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 December 31, 2023, 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, who receive service fees calculated as a percentage of the gross sales, and a 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 years ended December 31, 2023, and 2022, the Company’s three largest customers combined made up approximately 84 77 87 81 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 as described in Note 7 - Commitments and Contingencies 0.3 25.0 0.8 The following table provides a reconciliation of cash, cash equivalents and restricted cash, reported within the consolidated statements of cash flows (in thousands): Schedule of Reconciliation of Cash and Restricted Cash 2023 2022 Twelve months ended 2023 2022 Cash and cash equivalents $ - $ 2,769 Restricted cash 580 1,207 Restricted cash included in other noncurrent assets - 800 Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows $ 580 $ 4,776 Trade Accounts Receivable and Allowance Trade accounts receivable are amounts owed to the Company by its customers for product that has been delivered. The trade accounts receivable are recorded at the invoice amount, less prompt pay and other discounts, chargebacks and an allowance for credit losses, if any. The allowance for credit losses is the Company’s estimate of losses over the life of the receivables. The Company determines the allowance for credit losses based on its historical payment information by customer and the analysis of the trade accounts receivable balance by customer segment. When the collectability of an invoice is no longer probable, the Company will create a reserve for that specific receivable. If a receivable is determined to be uncollectible, it is charged against the general credit loss reserve or the reserve for the specific receivable, if one exists. No Fair Value of Financial Instruments The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The valuation of assets and liabilities are subject to fair value measurements using a three-tiered approach. Fair value measurement is classified and disclosed by the Company in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts payable, accrued expenses and accrued compensation approximate their fair values due to their short-term nature. The Company believes that the Adjuvant Notes bear interest at a rate that approximates prevailing market rates for instruments with similar characteristics. The Company estimates the fair value of other debt carried at fair value (the Baker Notes and the Senior Subordinate Notes) utilizing a specialist using a Monte Carlo methodology as described in Note 6 – Fair Value of Financial Instruments Inventories Inventories, consisting of purchased materials, direct labor and manufacturing overheads, are stated at the lower of cost, or net realizable value. Cost is determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At each balance sheet date, the Company evaluates ending inventories for excess quantities, obsolescence, or shelf-life expiration. The evaluation includes an analysis of the Company’s current and future strategic plans, anticipated future sales, the price projections of future demand, and the remaining shelf life of goods on hand. To the extent that management determines there are excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value in accordance with the first-in, first-out inventory costing method. Inventories consist of the following (in thousands) for the period indicated: Schedule of Inventories 2023 2022 December 31, 2023 2022 Raw Materials (1) $ 520 $ 758 Work in process 386 4,142 Finished Goods (1) 791 1,748 Total (2) $ 1,697 $ 6,648 (1) The raw materials and finished goods balances included a combined estimated reserve on obsolescence and excess inventory which might not be sold prior to expiration of $ 0.3 1.3 (2) 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 as of December 31, 2022. Property and Equipment Property and equipment generally consist of research equipment, computer equipment and software and office furniture. Property and equipment are recorded at cost and depreciated over the estimated useful lives of the assets (generally three five years Impairment of Long-lived Assets The Company reviews property and equipment for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset or asset group are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset or asset group exceeds its fair value. The Company recognized an immaterial impairment of construction in process in the year ended December 31, 2023 and no such impairment loss was recorded during the year ended December 31, 2022. Clinical Trial Accruals As part of the process of preparing the consolidated financial statements, the Company is required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations (CROs), consultants and under clinical site agreements relating to conducting clinical trials. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate clinical trial expenses in our consolidated financial statements by recording those expenses in the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the clinical trial as measured by patient progression and the timing of various aspects of the trial. Management determines accrual estimates through financial models and discussions with applicable personnel and outside service providers as to the progress of clinical trials. During a clinical trial, the Company adjusts the clinical expense recognition if actual results differ from its estimates. The Company makes estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known at that time. The Company’s clinical trial accruals are partially dependent upon accurate reporting by CROs and other third-party vendors. The Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low for any period. Fair Value of Warrants Upon the issuance of warrants, they are initially measured at fair value and reviewed for the appropriate classification (liability or equity). Warrants determined to require liability accounting are subsequently re-measured with changes in fair value being recognized as a component of other income (expense), net in the consolidated statements of operations. Warrants are valued using an option pricing model based on the applicable assumptions, which include the exercise price of the warrants, time to expiration, expected volatility of our peer group, risk-free interest rate, and expected dividends. The Company re-evaluates the classification of its warrants at each balance sheet date to determine the proper balance sheet classification for each warrant. The assumptions used in the Option Pricing Model (OPM) are considered level 3 assumptions and include, but are not limited to, the market value of invested capital, our cumulative equity value as a proxy for the exercise price, the expected term the purchase rights will be held prior to exercise and a risk-free interest rate, and probability of change of control events. Leases The Company determines if an arrangement is a lease or implicitly contains a lease as well as if the lease is classified as an operating or finance lease in accordance with ASC 842, Leases For leases which do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date or the adoption date in determining the present value of lease payments over a similar term. In determining the estimated incremental borrowing rate, the Company considers a rate obtained from its primary banker for discussion purposes of a potential collateralized loan with a term similar to the lease term; the Company’s historical borrowing capability in the market; and the Company’s costs incurred for underwriting discounts and financing costs in its previous equity financings. For leases which have an implicit rate, the Company uses the rate implicit in the lease to determine the present value of the lease payments. The ROU assets also include any lease payments made and exclude lease incentives. For operating leases, lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components within a contract are generally accounted for separately. Short-term leases of 12 months or less, if any, are expensed as incurred which approximates the straight-line basis due to the short-term nature of the leases. Operating lease ROU assets and lease liabilities were $ 0.1 4.4 5.4 Note 7 - Commitments and Contingencies . Revenue The Company recognizes revenue from the sale of Phexxi in accordance with ASC 606, Revenue from Contracts with Customers 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 and the amount is recorded either as a reduction to accounts receivable or as a current liability based on the nature of the allowance and the terms of the related arrangements. Research and Development Research and development expenses include costs associated with the Company’s research and development activities, including, but not limited to, payroll and personnel-related expenses, stock-based compensation expense, materials, laboratory supplies, clinical studies, and outside services. Research and development costs are expensed as incurred, except when accounting for nonrefundable advance payments for goods or services not yet received. These payments, if any, are capitalized at the time of payment and expensed as the related goods are delivered or the services are performed. Advertising Costs for producing advertising are expensed when incurred. Costs for communicating advertising, such as television commercial airtime and print media space, are recorded as prepaid expenses and then expensed when the advertisement occurs. Advertising costs were immaterial in both of the presented periods. Patent Expenses The Company expenses all costs incurred relating to patent applications, including, but not limited to, direct application fees and the legal and consulting expenses related to making such applications. Such costs are included in general and administrative expenses in the consolidated statements of operations. Stock-based Compensation Stock-based compensation expense for stock options issued to employees, non-employee directors and consultants is measured based on estimating the fair value of each stock option on the date of grant using the Black-Scholes (BSM) option-pricing model. The following table summarizes the Company’s stock-based awards expensing policies for employees and non-employees: Schedule of Stock-Based Awards Expensing Policies for Employees and Non-Employees Employees and Nonemployee Consultants Service only condition Straight-line based on the grant date fair value Performance criterion is probable of being met: Service criterion is complete Recognize the grant date fair value of the award(s) once the performance criterion is considered probable of occurrence Service criterion is not complete Expense using an accelerated multiple-option approach (1) Performance criterion is not probable of being met: No expense is recognized until the performance criterion is considered probable at which point expense is recognized using an accelerated multiple-option approach (1) The accelerated multiple-option approach results in compensation expense being recognized for each separately vesting tranche of the award as though the award was in substance multiple awards and, therefore, results in accelerated expense recognition during the earlier vesting periods. Fair Value of Stock Options The fair value of stock options is determined using the BSM option-pricing model based on the applicable assumptions, which includes the exercise price of options, time to expiration, expected volatility of our peer group, risk-free interest rate and expected dividend. The Company records forfeitures when they occur. Performance-based Awards For performance-based RSAs (i) the fair value of the award is determined on the grant date, (ii) the Company assesses the probability of the individual milestone under the award being achieved, and (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. If the performance-based RSAs are modified, the Company applies the share-based payment modification accounting in accordance with ASC 718, Compensation-Stock Compensation Income Taxes The accounting guidance for uncertainty in income taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Net Income (Loss) per Share Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) 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 deemed dividends triggered for certain financial instruments. Such adjustment was $ 3.0 zero Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share 2023 2022 Years Ended December 31, 2023 2022 Options to purchase common stock 3,747 5,672 Warrants to purchase common stock 21,053,694 2,052,367 Series E-1 Shares 30,472,989 - Series F-1 Shares 370,731,708 - Purchase rights to purchase common stock 385,312,084 4,490,202 Convertible notes 616,497,236 18,105,684 Total 1,424,071,458 24,653,925 The following table sets forth the computation of net income attributable to common shareholders, weighted average common shares outstanding for diluted net income per share, and diluted net income per share attributable to common shareholders for the year ended December 31, 2023 (in thousands, except share and per share amounts). Schedule of Weighed Average Common Shares Outstanding for Diluted Net Loss Per Share Twelve Months Ended 2023 Numerator: Net income attributable to common stockholders $ 49,995 Adjustments: Change in fair value of purchase rights 1,253 Noncash interest expense on convertible notes, net of tax 1,432 Net income attributable to common stockholders $ 52,680 Denominator: Weighted average shares used to compute net income attributable to common stockholder, basic 4,826,763 Add: Pro forma 549,963,204 Pro forma 405,803,188 Pro forma 12,272,683 Pro forma adjustments to reflect the assumed conversion of Series F-1 Shares 11,172,736 Weighted average shares used to compute net loss attributable to common stockholder, diluted 984,038,574 Net income per share attributable to common stockholders, diluted $ 0.05 Recently Adopted Accounting Pronouncements No significant new standards were adopted during the year ended December 31, 2023. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standards setting bodies that are adopted as of the specified effective date. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures The Company does not believe the impact of any other recently issued standards and any issued but not yet effective standards will have a material impact on its consolidated financial statements upon adoption. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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 U.S. 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 and the estimated amounts are recorded as a reduction to accounts receivable or as a current liability based on the nature of the allowance and the terms of the related arrangements. 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 The variable considerations discussed above were recorded in the consolidated balance sheet and consisted of $ 0.3 0.1 3.2 2.6 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Baker Bros. Notes (temporarily owned by Aditxt from December 11, 2023 through February 26, 2024) 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 million and (ii) warrants to purchase shares of common stock (the Baker Warrants) in a private placement, which closed in two closings (April 24, 2020, the Baker Initial Closing, and June 9, 2020, the Baker Second Closing) As a result of the two closings, the Company issued and sold Baker Notes with an aggregate principal amount of $ 25.0 million and Baker Warrants exercisable for 2,731 shares of common stock. Upon the completion of the underwritten public offering in June 2020, the exercise price of the Baker Warrants was $ 4,575 per share. The Baker Warrants have a five-year term with a cashless exercise provision and are immediately exercisable at any time from their respective issuance date. The Baker Notes had a five-year three years 10.0 10.0 8.7 3.3 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 0.0615 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 $ 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 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% of such global net revenues; 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 were 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 ASC 470, Debt . 15.6 73.2 12.5 75.3 73.2 Note 6 – Fair Value of Financial Instruments As part of the consideration for the Merger, on December 11, 2023, the Baker Purchasers signed an agreement to assign the Baker Notes to Aditxt (the December Assignment Agreement). Upon this December Assignment Agreement, Aditxt assumed all terms under the Baker Notes, with Aditxt becoming the new senior secured debtholder of the Company, governed by the requirements under the Fourth Baker Amendment. Note 13 – Subsequent Events the Baker Notes were re-assigned back to the Baker Purchasers on February 26, 2024. Due to the execution of the December Assignment Agreement, the Company reviewed the Baker Notes in accordance with ASC 470. The Baker Notes, having been effectively terminated were extinguished on December 11, 2023, resulting in removing the fair value of the old Baker Notes of $ 12.5 Note 6 – Fair Value of Financial Instruments As of December 31, 2023, the Baker Notes are recorded at fair value in the consolidated balance sheet as short-term convertible notes payable with a total balance of $ 13.5 99.5 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 consist of the following, and is included in short-term convertible notes payable on the consolidated balance sheet as of December 31, 2023 and 2022 and in other expense, net on the consolidated statements of operations for the years ended December 31, 2023 and 2022 (in thousands): Schedule of Interest Expense 2023 2022 Years Ended December 31, 2023 2022 Coupon interest $ 2,046 $ 2,048 Amortization of issuance costs 224 129 Total (4) $ 2,270 $ 2,177 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 default with the Baker Notes under the cross-default provision. On September 15, 2022, the Company entered into a Forbearance Agreement (the Adjuvant Forbearance Agreement) with the Adjuvant Purchasers, pursuant to which the Adjuvant Purchasers agreed to forbear from exercising any of their rights and remedies during the Forbearance Period as defined in therein, but solely with respect to the specified events of default provided under the Adjuvant Forbearance Agreement. 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 0.0615 The Adjuvant Notes are accounted for in accordance with authoritative guidance for convertible debt instruments and are classified as current liabilities in the consolidated balance sheets. The aggregate proceeds of $ 25.0 Derivatives and Hedging 0.6 0.9 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 ASC 470 . 2.5 As of December 31, 2023, the Adjuvant Notes are recorded in the consolidated balance sheet as short-term convertible notes payable with a total balance of $ 28.5 22.5 6.1 26.3 22.3 4.0 As of December 31, 2023, and assuming the current conversion price of $ 0.0615 464,027,724 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 Notes 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 Notes Purchasers) pursuant to which the Company agreed to sell in a registered direct offering (i) unsecured 5.0 7.5 2.5 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. The Company evaluated the January and March 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 option and interest rate increase feature would both require bifurcation and separate accounting. Therefore, the Company elected to use the fair value option under ASC 825, Financial Instruments The Company evaluated the January and March 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 consolidated balance sheet. Both the January and March 2022 Notes and Warrants were marked-to-market at each reporting date. Under the valuation methods as described in Note 6 - Fair Value of Financial Instruments 0.2 10.6 0.9 10.6 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 shares of Series B-2 Convertible Preferred Stock, 1,700 shares of Series C Convertible Preferred Stock, and 4,266 shares of the Company’s Common Stock for (i) new 5.0 % Senior Subordinated Notes with an aggregate principal amount of $ 22.3 million (the May 2022 Notes), (ii) 1,666 new shares of Common Stock and (iii) new warrants to purchase up to 6 ,666 shares of Common Stock (the May 2022 Warrants). The May 2022 Warrants have an exercise price of $ 309.56 per share and were exercisable immediately with a five-year term. The 2,100 shares of Series B-2 Convertible Preferred Stock, 1,700 shares of Series C Convertible Preferred Stock, and 4,266 shares of the Company’s Common Stock that were exchanged in the May 2022 Exchange were retired by the Company. All aforementioned exchange transactions were cashless. The May 2022 Notes were 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 agreed to by the Company. 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 balances of the May Notes as of September 15, 2022 using the higher interest rate and redemption premium aforementioned 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 features would all require bifurcation and separate accounting. Therefore, the Company elected to use the fair value option under ASC 825, Financial Instruments 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 consolidated balance sheet. Both the May 2022 Notes and Warrants are marked-to-market at each reporting date before the exchange as described above. Under the valuation methods as described in Note 6 - Fair Value of Financial Instruments 22.3 1.6 10.3 1.6 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 SSNs interest rates are subject to increase to 12 32.5 0.0158 The Company evaluated the SSNs 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 were required to be recorded as liabilities at fair value in the Company’s consolidated balance sheets. The applicable SSNs were marked-to-market at each reporting date with changes in fair value recognized in the 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 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, the Company determined they were required to be recorded in equity. On December 21, 2023, warrants to purchase up to 9,972,074 613 22,280 Summary of SSNs and Warrants (December 2022 to September 2023): Schedule of SSNs and Warrants Conversion Price Notes Principal at issuance Gross proceeds before issuance costs Warrants at issuance Preferred Shares Maturity Date At Issuance At 12/31/2022 At 3/31/2023 At 6/30/2023 At 9/30/2023 At 12/31/2023 December 2022 Notes $ 2,308 $ 1,500 369,230 70 12/21/2025 $ 6.25 $ 6.25 $ 1.625 $ 0.8125 $ 0.0845 $ 0.0615 February 2023 Notes (1) 1,385 900 653,538 - 2/17/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 $ 0.0615 March 2023 Notes 600 390 240,000 - 3/17/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 $ 0.0615 March 2023 Notes (2) 538 350 258,584 - 3/20/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 $ 0.0615 April 2023 Notes 769 500 615,384 - 3/6/2026 $ 1.25 N/A N/A $ 0.8125 $ 0.0845 $ 0.0615 July 2023 Notes 1,500 975 1,200,000 - 3/6/2026 $ 1.25 N/A N/A N/A $ 0.0845 $ 0.0615 August 2023 Notes 1,000 650 799,999 - 8/4/2026 $ 1.25 N/A N/A N/A $ 0.0845 $ 0.0615 September 2023 Notes (3) 2,885 1,875 26,997,041 - 9/26/2026 $ 0.13 N/A N/A N/A $ 0.13 $ 0.0615 Total Senior Subordinate Notes $ 10,985 $ 7,140 31,133,776 (1) Warrants include 99,692 (2) Warrants include 43,200 (3) Warrants include 22,189,349 0.13 4,807,692 0.001 |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): Schedule of Prepaid and Other Current Assets 2023 2022 December 31, 2023 2022 Insurance $ 777 $ 1,387 Research & development costs 13 403 Other 405 428 Total $ 1,195 $ 2,218 Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): Schedule of Property and Equipment Net December 31, Useful Life 2023 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 — 1,156 1,568 Property and equipment gross 2,389 7,129 Less: accumulated depreciation (1,186 ) (3,189 ) Total, net $ 1,203 $ 3,940 Depreciation and amortization expense for property and equipment is disclosed in the consolidated statements of cash flows. Other Noncurrent Assets Other noncurrent assets consist of the following (in thousands): Schedule of Other Noncurrent Assets 2023 2022 December 31, 2023 2022 Restricted cash included in noncurrent assets $ - $ 800 Inventories, long-term - 1,270 Prepaid directors & officers’ insurance - 1,717 Other 35 331 Total $ 35 $ 4,118 Accrued Expenses Accrued expenses consist of the following (in thousands): Schedule of Accrued Expenses 2023 2022 December 31, 2023 2022 Clinical trial related costs $ 2,498 $ 2,574 Accrued royalty 1,146 674 Other 583 876 Total $ 4,227 $ 4,124 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 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 December 31, 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 and restricted cash on the consolidated balance sheet. Fair Value of Financial Liabilities The following table is a summary of the Company’s convertible debt instruments as of December 31, 2023 and 2022, respectively (in thousands): Schedule of Fair Value of Financial Liabilities Fair Value As of December 31, 2023 Principal Amount Unamortized Issuance Costs Accrued Interest Net Carrying Amount Amount Leveling Baker Notes (1)(2) $ 99,460 $ - $ - $ 99,460 $ 13,510 Level 3 Adjuvant Notes (3) 22,500 (27 ) 6,064 28,537 N/A N/A December 2022 Notes (1) 940 - - 940 118 Level 3 February 2023 Notes (1) 905 - - 905 118 Level 3 March 2023 Notes (1) 1,204 - - 1,204 157 Level 3 April 2023 Notes (1) 816 - - 816 106 Level 3 July 2023 Notes (1) 1,534 - - 1,534 202 Level 3 August 2023 Notes (1) 1,033 - - 1,033 136 Level 3 September 2023 Notes (1) 2,945 - - 2,945 384 Level 3 (1) These liabilities are/were carried at fair value in the 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. (2) The Baker Notes principal amount includes $ 13.7 (3) The Adjuvant Notes are recorded in the consolidated balance sheets at their net carrying amount which includes principal and accrued interest, net of unamortized issuance costs. 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 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. (2) The Baker Notes principal amount includes $ 5.6 (3) The Adjuvant Notes are recorded in the 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 December 31, 2023 and 2022 as discussed in Note 8 - Stockholders’ Deficit Schedule of Fair Value of Financial Liabilities Fair Value December 31, 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 1,926 1,095 Level 3 Total Derivative Liabilities $ 1,926 $ 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 $ 6.25 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 warrants in the table above were marked-to-market 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 SSNs measured at fair value on a recurring basis for the year ended December 31, 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 Baker Notes (Assigned to Aditxt; Note 4) Total SSNs (Note 4) Total Balance at December 31, 2022 $ 23,556 $ 15,704 $ - $ - $ 156 $ 39,416 Balance at issuance - - 13,450 13,510 220 27,180 Payments - - (1,154 ) - - (1,154 ) Extinguishment/conversion (9,360 ) (6,240 ) (11,082 ) - (1) (26,683 ) Change in fair value presented in the Consolidated Statements of Operations - - (1,214 ) - - (1,214 ) Change in fair value presented in the Consolidated Statements of Comprehensive Operations (14,196 ) (9,464 ) - - 846 (22,814 ) Balance at December 31, 2023 $ - $ - $ - $ 13,510 $ 1,221 $ 14,731 The following table summarizes the changes in Level 3 financial liabilities related to Term Notes, Baker Notes and December 2022 Notes measured at fair value on a recurring basis for the year ended December 31, 2022 (in thousands): Term Notes - January 2022 Notes Term Notes - March 2022 Notes Term Notes - May 2022 Notes Baker First Closing Notes Baker Second Closing Notes Total Senior Subordinate Notes (Note 4) Total Balance at December 31, 2021 $ - $ - $ - $ 49,030 $ 32,687 $ - $ 81,717 Balance at issuance 116 149 447 - - 156 868 Payments - - (5,892 ) - - - (5,892 ) Change in fair value presented in the Consolidated Statements of Operations 4 2 10,251 1,189 792 - 12,238 Change in fair value presented in the Consolidated Statements of Comprehensive Operations - - - (26,663 ) (17,775 ) - (44,438 ) Exchange of notes (noncash) (120 ) (151 ) (4,806 ) - - - (5,077 ) Balance at December 31, 2022 $ - $ - $ - $ 23,556 $ 15,704 $ 156 $ 39,416 The following table summarizes the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the year ended December 31, 2023 (in thousands): 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 at issuance - - - - 6 5,556 5,562 Exercises - (7 ) - - - (424 ) (431 ) Change in fair value presented in the Consolidated Statements of Operations (1 ) (295 ) (169 ) (107 ) (6 ) (4,301 ) (4,879 ) Reclassified to equity - (1 ) (1 ) - - - (2 ) Balance at December 31, 2023 $ - $ - $ - $ - $ - $ 1,926 $ 1,926 The following table summarizes the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the year ended December 31, 2022 (in thousands): Convertible Preferred Stock Conversion Feature Derivative Liabilities Previously Classified as Equity Instruments January 2022 Warrants March 2022 Warrants May 2022 Warrants May 2022 Public Offering Common Warrants May 2022 Public Offering Pre-Funded Warrants June December 2022 Warrants Purchase Rights Derivative Liabilities Total Balance at December 31, 2021 $ 202 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 202 Balance at issuance - - 4,562 6,025 1,613 18,074 4,633 70,238 107 6,284 111,536 Exercises - - - - - (12,086 ) (4,633 ) - - (1,007 ) (17,726 ) Change in fair value presented in the Consolidated Statements of Operations (83 ) - (4,562 ) (6,025 ) (1,613 ) (5,685 ) - (70,068 ) - (4,182 ) (92,218 ) Conversion of series B-2 convertible preferred stock (46 ) - - - - - - - - - (46 ) Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. - 1 - - - - - - - - 1 May 2022 exchange transaction (73 ) - - - - - - - - - (73 ) Balance at December 31, 2022 $ - $ 1 $ - $ - $ - $ 303 $ - $ 170 $ 107 $ 1,095 $ 1,676 Valuation Methodology Baker Notes 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 5.0 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, March and May 2022 Notes The fair value of the January and March 2022 as well as the May 2022 Notes issued as described in Note 4 - Debt SSNs The fair value of the SSNs issued as described in Note 4 - Debt 0.8 Purchase Rights The Adjuvant Purchase Rights and the May Note Purchase Rights (collectively Purchase Rights) are recorded as derivative liabilities in the consolidated balance sheets. The Purchase Rights are valued using an OPM, like a Black-Scholes Methodology with changes in the fair value being recorded in the 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 consolidated balance sheet as of December 31, 2022. In accordance with ASC 815 , The Company recorded a $ 0.2 million adjustment into accumulated deficit in the consolidated statement of convertible and redeemable preferred stock and stockholders’ deficit during the year ended December 31, 2023 in accordance with ASC 260, Earnings per Share |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 or 36 months, commencing on each corresponding delivery date. The leased vehicles are for use by eligible employees of the Company’s commercial operations team. As of December 31, 2023, there was a total of 21 leased vehicles. The Company maintained a letter of credit as collateral in favor of the Lessor, which was included in restricted cash in the consolidated balance sheet as December 31, 2022. This letter of credit was $ 0.3 million, which was released by the Lessor during the first quarter of 2023. The Company determined that the leased vehicles are accounted for as operating leases under ASC 842, Leases 12 months for the vehicles with a term of 24 months. The Company determined that such extension is accounted for as a modification, for which the Company reassessed the lease classification and the incremental borrowing rate on the modification date and accounted for accordingly. 2020 Lease and the First Amendment On October 3, 2019, the Company entered into an office lease for approximately 24,474 0.8 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% 0.3 0.6 Schedule of Lease Cost Years Ended December 31, Lease Cost (in thousands) Classification 2023 2022 Operating lease expense Research and development $ 127 $ 210 Operating lease expense Selling and marketing 360 886 Operating lease expense General and administrative 339 597 Total $ 826 $ 1,693 Schedule of Lease Term and Discount Rate Years Ended December 31, Lease Term and Discount Rate 2023 2022 Weighted Average Remaining Lease Term (in years) 0.75 2.68 Weighted Average Discount Rate 12 % 12 % Schedule of Operating Lease Maturities Maturity of Operating Lease Liabilities (in thousands) December 31, 2023 Year ending December 31, 2024 $ 47 Year ending December 31, 2025 62 Year ending December 31, 2026 5 Total lease payments 114 Less imputed interest (9 ) Total $ 105 Schedule of Supplement Cash Outflows in Operating Leases Other information (in thousands) 2023 2022 Years Ended December 31, Other information (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows in operating leases $ 1,524 $ 2,639 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. There were no 1.0 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 year ended December 31, 2023, the Company settled a portion of its trade payables with numerous vendors, which resulted in a $ 2.1 90% On December 14, 2020, a trademark dispute captioned TherapeuticsMD, Inc. v Evofem Biosciences, Inc., was filed in the US District Court for the Southern District of Florida against the Company, alleging trademark infringement of certain trademarks owned by TherapeuticsMD under federal and state law (Case No. 9:20-cv-82296). On July 18, 2022, the Company settled the lawsuit with TherapeuticsMD, with certain requirements which may need to be performed within two years. In April 2023, the Company received a Paragraph IV certification notice letter regarding an Abbreviated New Drug Application (“ANDA”) submitted to the FDA by Padagis Israel Pharmaceuticals Inc. (Padagis). The ANDA sought approval from the FDA to commercially manufacture, use, or sell a generic version of Phexxi ® On June 1, 2023, the Company filed a complaint for patent infringement in the US District Court for the District of New Jersey. The complaint alleges that Padagis’ proposed generic version of Phexxi infringes the Phexxi Patents. The Company subsequently filed a substantively identical action in the US District Court for the District of Delaware. On August 7, 2023, Padagis filed its Answer and Defenses to Complaint for Patent Infringement and Defendant’s Counterclaims. On September 18, 2023, Padagis withdrew the Paragraph IV certification in the previously-submitted ANDA and 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 0.7 1.1 1.1 0.6 |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Stockholders’ Deficit Warrants In April and June 2020, pursuant to the Baker Bros. Purchase Agreement, as discussed in Note 4 - Debt 2,732 4,575 0.0615 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 shares of common stock at an exercise price of $ 93.75 per share, and pre-funded warrants to purchase up to 102,680 shares of common stock at an exercise price of $ 0.125 per share. The warrants have a five-year term and were exercisable beginning May 24, 2022. The common warrants contain (and the pre-funded warrants contained) customary 4.99% and 19.99% limitations on exercise provisions. The exercise price and number of shares issuable upon exercise of the common warrants is subject to adjustment for certain dilutive issuances, stock splits and similar recapitalization transactions. During the year ended December 31, 2022, all pre-funded warrants were exercised for an immaterial amount of cash and 282,518 25.2 million. In June 2022, as required by the Second Baker Amendment, the Company issued the June 2022 Baker Warrants to purchase up to 582,886 0.0001 93.75 five-year 4.99% 19.99% 0.0615 In February, March, April, July, August, and September 2023, pursuant to the SSNs 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 2,615,383 shares of the Company’s common stock at an exercise price of $ 1.25 per share and up to 22,189,349 shares of the Company’s common stock at an exercise price of $ 0.13 per share. The exercise price of these warrants reset multiple times in 2023 and to $ 0.0615 On December 21, 2023, warrants to purchase up to 9,972,074 shares of the Company’s common stock were exchanged for 613 shares of the Company’s Series F-1 Shares. As of December 31, 2023, warrants to purchase up to 21,053,694 2.43 , 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 $ 0.0615 April 24, 2020 April 24, 2020 to April 24, 2025 Common Warrants 1,092 $ 0.0615 June 9, 2020 June 9, 2020 to June 9, 2025 Common Warrants 8,003 $ 735.00 January 31, 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 $ 0.0615 May 24, 2022 May 24, 2022 to May 24, 2027 Common Warrants 582,886 $ 0.0615 June 28, 2022 May 24, 2022 to June 28, 2027 Common Warrants 49,227 $ 0.0615 December 21, 2022 December 21, 2022 to December 21, 2027 Common Warrants 130,461 $ 0.0615 February 17, 2023 February 17, 2023 to February 17, 2028 Common Warrants 258,584 $ 0.0615 March 20, 2023 March 20, 2023 to March 20, 2028 Common Warrants 615,384 $ 0.0615 April 5, 2023 April 5, 2023 to April 5, 2028 Common Warrants 164,848 $ 0.0615 July 3, 2023 July 3, 2023 to July 3, 2028 Common Warrants 799,999 $ 0.0615 August 4, 2023 August 4, 2023 to August 4, 2028 Common Warrants 12,721,893 $ 0.0615 September 27, 2023 September 27, 2023 to September 27, 2028 Prefunded Warrants 4,807,692 $ 0.0010 September 27, 2023 September 27, 2023 to September 27, 2028 Total 21,053,694 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 4,232 1,181.25 332.50 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 2,300 0.40 25% 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 December 31, 2023 was adjusted to $ 0.0615 per share. The Series E-1 Shares are classified as mezzanine equity within the consolidated balance sheets in accordance with ASC 480 because of a fixed 25% redemption premium upon a Triggering Event and no mandatory redemption feature. During the year ended December 31, 2023, $ 1.8 million was recorded as an increase to additional paid-in-capital for the preferred shares in the consolidated statement of convertible and redeemable preferred stock and stockholders’ deficit related to the August 2023 Preferred Stock Transaction and a dividend of $ 0.1 On December 11, 2023, the Company filed a Certificate of Designation of Series F-1 Convertible Preferred Stock (F-1 Certificate of Designation), par value $ 0.0001 95,000 0.0635 On December 21, 2023, the Company issued a total of 22,280 613 9,972,074 21,667 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 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 -year 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 0.0615 in December 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 million in shares of the Company’s common stock. Sales made to Seven Knots were at the Company’s sole discretion, and the Company controlled the timing and amount of any and all sales. The price per share was based on the market price of the Company’s common stock at the time of sale as computed under the Stock Purchase Agreement. As consideration for Seven Knots’ commitment to purchase shares of common stock, the Company issued 1,025 shares of common stock to Seven Knots as commitment fee shares. 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. Prior to termination, the Company issued a total of 15,714 7.4 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 46.38 1,409,858 12,802 110.13 1,142,048 22,558 50.63 53,908 Compensation-Stock Compensation 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 Note 6 - Fair Value of Financial Instruments In connection with the SSNs issuances, during the year ended December 31, 2023, the Company increased the number of outstanding Purchase Rights by 380,821,882 due to the reset of its exercise price, recorded as a loss on issuance of financial instruments in the amount of $ 4.3 million in the Consolidated Statements of Operations. The exercise price will also be adjusted if any other convertible instruments have price resets. In addition, the Company issued 16,534,856 shares of common stock upon the exercises of certain Purchase Rights during the year ended December 31, 2023. On December 21, 2023, the Company issued 21,667 As of December 31, 2023, Purchase Rights of 385,312,084 Common Stock Reserved for Future Issuance Common stock reserved for future issuance, on a one-for-one basis, is as follows in common equivalent shares as of December 31, 2023: Summary of Common Stock Reserved for Future Issuance Common stock issuable upon the exercise of stock options outstanding 3,747 Common stock issuable upon the exercise of common stock warrants 21,053,694 Common stock available for future issuance under the 2019 ESPP 509 Common stock available for future issuance under the Amended and Restated 2014 Plan 5,789 Common stock available for future issuance under the Amended Inducement Plan 609 Common stock reserved for the exercise of purchase rights 385,312,084 Common stock reserved for the conversion of convertible notes 616,497,236 Common stock reserved for the conversion of series E-1 Shares 30,472,989 Common stock reserved for the conversion of Series F-1 Shares 370,731,708 Total common stock reserved for future issuance 1,424,078,365 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Equity Incentive Plans The following table summarizes stock-based compensation expense related to stock options, restricted stock awards (RSAs) and RSUs granted to employees, non-employee directors and consultants, and the 2019 ESPP (as defined below) included in the consolidated statements of operations as follows (in thousands): Schedule of Stock-based Compensation Expense Related to Stock Options 2023 2022 Years Ended December 31, 2023 2022 Research and development $ 117 $ 553 Sales and marketing 188 497 General and administrative 884 2,263 Total $ 1,189 $ 3,313 The 2012 Equity Incentive Plan (the 2012 Plan) provides for the issuance of RSAs, RSUs, or non-qualified and incentive common stock options to its employees, non-employee directors and consultants, from its authorized shares. In general, the options expire ten years four 25% three 25% On September 15, 2014, the Company’s board of directors adopted, and stockholders approved, the 2014 Equity Incentive Plan (the 2014 Plan), which was amended and restated on each of May 2018 and February 26, 2019 (the Amended and Restated 2014 Plan). Per the terms of the Amended and Restated 2014 Plan, the shares reserved will automatically increase on each January 1 through 2024, by an amount equal to the smaller of (i) 4% On July 24, 2018, upon the recommendation by the Compensation Committee, the Company’s board of directors adopted the Evofem Biosciences, Inc. 2018 Inducement Equity Incentive Plan (the Inducement Plan). Under the Inducement Plan, as amended, the number of authorized shares total 666 Stock Options The following table summarizes share option activity for the years ended December 31, 2023: Schedule of Stock Option Activity Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 5,672 $ 7,761.25 5.1 - Granted - $ - - - Exercised - $ - - - Forfeited (1,925 ) $ 9,363.75 - - Outstanding as of December 31, 2023 3,747 $ 6,950.00 6.3 - Options expected to vest as of December 31, 2023 3,747 $ 6,950.00 6.3 - Options vested and exercisable as of December 31, 2023 3,153 $ 7,798.75 6.1 - The following table summarizes certain information regarding stock options for the year ended December 31, 2022 (in thousands, except per share data). No such activities occurred during the year ended December 31, 2023. 2022 Weighted average grant date fair value per share of options granted during the period 645.00 Cash received from options exercised during the period - Intrinsic value of options exercised during the period - As of December 31, 2023, unrecognized stock-based compensation expense for employee stock options was approximately $ 1.1 1.7 years, assuming all unvested options become fully vested. Summary of Assumptions The fair value of noncash stock-based compensation for stock options granted to employees and non-employees was estimated on the date of grant using the Black-Scholes option pricing model based on the following weighted-average assumptions for options granted for the periods indicated. Schedule of Weighted Average Assumptions Year Ended December 31, 2022 Expected volatility 102.5 % Risk-free interest rate 2.0 % Expected dividend yield — % Expected term (years) 6.0 Expected volatility. Risk-free interest rate. Expected dividend yield. Expected term. Compensation-Stock Compensation 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 (v) 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 December 31, 2023, there was no Of the total RSAs granted during the year ended December 31, 2022, no shares vested in accordance with the Company’s achievement of the Performance-based RSAs milestones. The following table summarizes RSAs activity for the year ended December 31, 2022: Schedule of Restricted Stock Awards Shares (RSAs) Weighted Average Fair Value per Share Unvested as of December 31, 2021 — $ — Granted 1,258 $ 917.50 Forfeited (1,258 ) $ 917.50 Released — $ — Unvested as of December 31, 2022 — $ — Employee Stock Purchase Plan On May 7, 2019, the board of directors approved a 2019 Employee Stock Purchase Plan (the 2019 ESPP), which was approved by stockholders at the 2019 annual meeting held on June 5, 2019. The 2019 ESPP initially authorized the issuance of 266 533 2% 133 The 2019 ESPP enables eligible full-time and part-time employees to purchase shares of the Company’s common stock through payroll deductions of between 1% and 15% of eligible compensation during an offering period. A new offering period begins around June 15 and December 15 of each year. At the last business day of each offering period, the accumulated contributions made during the offering period will be used to purchase shares. The purchase price is 85% of the lesser of the fair market value of the common stock on the first or the last business day of an offering period. The maximum number of shares of common stock that may be purchased by any participant during an offering period will be equal to $ 25,000 divided by the fair market value of the common stock on the first business day of an offering period. During the year ended December 31, 2022, there were 601 The Company did not recognize any stock-based compensation expense related to the 2019 ESPP for the year ended December 31, 2023 and $ 0.1 The fair 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 year ended December 31, 2022. Schedule of Weighted Average Assumptions Year Ended December 31, 2022 Expected volatility 177.2 % Risk-free interest rate 2.3 % Expected dividend yield — % Expected term (years) 0.5 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee Benefits The Company has a defined contribution 401(k) plan (401(k) Plan) for all qualifying employees. Employees are eligible to participate in the plan beginning on the first day of the month following their three-month anniversary of employment. Under the terms of the 401(k) Plan, employees may make voluntary contributions as a percentage of their compensation. The Company makes a safe-harbor contribution of three percent ( 3.0 %) of each employee’s gross earnings, subject to Internal Revenue Service limitations. In the years ended December 31, 2023 and 2022, the Company made safe-harbor contributions of approximately $ 0.2 million and $ 0.6 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is subject to taxation in the US and various states jurisdictions. Tax years since inception remain open to examination by the major taxing jurisdictions. The Company’s consolidated pretax income (loss) for the years ended December 31, 2023 and 2022 were generated by domestic as follows (in thousands). There are no consolidated pretax losses generated by foreign operations for the periods indicated. Schedule of Consolidated Pretax Loss from Continuing Operations 2023 2022 US $ 52,996 $ (76,654 ) Total $ 52,996 $ (76,654 ) The income tax provision for the years ended December 31, 2023 and 2022 consisted of the following (in thousands): Schedule of Income Tax Provision from Continuing Operations 2023 2022 US - $ - State (17 ) (44 ) Total current tax provision (17 (44 ) Total deferred tax provision - - Total $ (17 ) $ (44 ) The reconciliation between the Company’s effective tax rate on income (loss) before income tax and the statutory tax rate for the years ended December 31, 2023 and 2022 was as follows: Schedule of Effective Tax Rate on Loss from Continuing Operations and the Statutory Tax Rate 2023 2022 Statutory rate 21.00 % 21.00 % State income tax, net of federal benefit (0.39 ) % 2.12 % Nondeductible expenses 0.23 % (0.41 )% Equity-based expenses 3.04 % (1.82 )% Change in fair value of purchase rights (1.93 ) % 22.60 % Change in fair value of financial instruments (27.17 ) % (20.00 )% Return to provision 0.18 % (0.47 )% Tax credits (0.44 ) % 1.41 % Uncertain tax positions 0.12 % (0.39 )% Change in valuation allowance 5.37 % (24.11 )% Effective tax rate (0.01 ) % (0.07 )% Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s net deferred tax assets arising from its taxable subsidiaries consisted of the following components as of December 31, 2023 and 2022 (in thousands): Schedule of Net Deferred Tax Assets arising from its Taxable Subsidiaries 2023 2022 Deferred tax assets: Net loss carryforwards $ 130,746 $ 126,056 Fixed assets and intangibles 246 338 Research and development capitalization 4,067 4,951 Research and development credits 6,320 6,136 Stock-based compensation 2,513 3,367 Other 1,098 2,247 Total deferred tax assets 144,990 143,095 Deferred tax liabilities Lease assets (22 ) (1,011 ) Fixed assets (156 ) (113 ) Other (27 ) (29 ) Less: valuation allowance (144,785 ) (141,942 ) Net deferred tax assets $ - $ - In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. Generally, the ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based on historical performance and future expectations, management has determined a valuation allowance is needed in respect to its ending deferred tax assets. As of December 31, 2023, the Company had net operating loss (NOL) carryforwards for federal income tax purposes of approximately $ 569.4 226.8 million. The state carryforwards have varying expiration dates beginning in 2029. As of December 31, 2023, the Company had federal and state research and development (R&D) tax credit carryforwards of approximately $ 6.4 million and $ 2.5 million, respectively. The federal R&D tax credits begin to expire in 2031, unless utilized, and the state credits do not expire. For the tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to currently deduct research and development expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the US and 15 years for research activities performed outside the US pursuant to IRC Section 174. Although Congress is considering legislation that would repeal or defer this capitalization and amortization requirement, it is not certain that this provision will be repealed or otherwise modified. If the requirement is not repealed or replaced, it will decrease our tax deduction for research and development expense in future years. The following table summarized the activity related to the Company’s gross unrecognized tax benefits as of December 31, 2023 and 2022 (in thousands): Schedule of Activity related to the Gross Unrecognized Tax Benefits 2023 2022 Balance at the beginning of the year $ 2,988 $ 2,679 Adjustments related to prior year tax positions 55 5 Increases related to current year tax positions 8 304 Decreases due to statute of limitation expiration - - Balance at end of year $ 3,051 $ 2,988 The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits, and uncertain income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. There were no accrued interest and penalties associated with unrecognized tax benefits as of December 31, 2023. The Company does not anticipate a significant change in its uncertain tax benefits over the next 12 months. Management believes it is more likely than not that all significant tax positions taken to date would be sustained by the relevant taxing authorities. Furthermore, the Company has not recognized any tax benefits to date because the Company has established a full valuation allowance for its deferred tax assets due to uncertainties as to their ultimate realization. Pursuant to Internal Revenue Code (IRC) sections 382 and 383, use of the Company’s NOLs and R&D credit carryforwards may be limited if a cumulative change in ownership of more than 50.0% (by value) occurs within a rolling three-year period. The Company completed a formal Section 382 analysis through the period ending December 31, 2019, and determined it experienced ownership changes in 2010 and 2018. Accordingly, the Company has reduced its deferred tax asset for NOLs and R&D tax credits by the estimated impact of IRC sections 382 and 383 as of December 31, 2019. Any future ownership changes could further impact the utilization of the NOLs and R&D tax credits, however given the full valuation allowance this would not result in an impact to the Company’s tax expense. |
Out of Period Adjustments
Out of Period Adjustments | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Out of Period Adjustments | 12. Out of Period Adjustments In connection with the preparation of the Annual Report on Form 10-K for the year ended December 31, 2023, the Company discovered an error related to the classification of Purchase Rights in the interim condensed consolidated financial statements for the three and six months ended June 30, 2023 and the three and nine months ended September 30, 2023 (the Interim Periods). The Annual Report on Form 10-K for the year ended December 31, 2022 and the three months ended March 31, 2023 were not impacted by the error. The Purchase Rights were appropriately classified as a derivative liability as of December 31, 2022 and March 31, 2023. When the Company completed the Reverse Stock Split in May 2023, all derivative liabilities were reclassified to equity as the common stock reservation requirement deficit that had previously prevented several instruments from being classified as equity was remedied. However, the Purchase Rights should have remained liability classified due to a subsequent agreement signed with the holders of the Purchase Rights upon which the Purchase Rights have Note 6 – Fair Value of Financial Instruments Adjustments have been retrospectively made to the comparative periods as of and for the six months ended June 30, 2023 and nine months ended September 30, 2023 to reflect the adjustments described herein and will be presented in subsequent interim filings. The correction of this classification error does not have any impact on the Company’s revenues, operating expenses, cash balance, or liquidity. The net impact of the adjustment on the Condensed Consolidated Balance Sheet as of June 30, 2023 was an reclassification to increase derivative liabilities and decrease additional paid-in capital. There was no impact to the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023. The net impact of the adjustment on the Condensed Consolidated Balance Sheet as of September 30, 2023 was an increase of $ 5.4 5.8 0.9 0.4 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 26, 2024, Aditxt and the Baker Purchasers entered into an Assignment Agreement (the February Assignment Agreement), pursuant to which the Company consented to the assignment of all remaining amounts due under the Baker Notes back to the original Holders, the Baker Purchasers. On February 29, 2024, the Company entered into the third amendment to the Merger Agreement to (i) Amend and restate Section 6.10 in its entirety as follows: “Parent Equity Investment. On or prior to (a) April 1, 2024, Parent shall purchase 2,000 shares of the Company’s Series F-1 Shares, par value $ 0.0001 per share for an aggregate purchase price of $ 2.0 million (the Initial Parent Equity Investment) and (b) April 30, 2024, Parent shall purchase 1,500 shares of F-1 Preferred Stock for an aggregate purchase price of $ 1.5 million (the Subsequent Parent Equity Investment). (ii) the provision in Section 6.16 was deleted in its entirety, (iii) the date to file a Joint Proxy Statement was extended to April 30, 2024, (iv) a new Section 7.2(i) was added as follows “(i) Repurchase Price |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. Significant estimates affecting amounts reported or disclosed in the 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 right - - Note 2 – Summary of Significant Accounting Policies Note 3 - Revenue Note 4 - Debt Note 6 - Fair Value of Financial Instruments Note 7 - Commitments and Contingencies Note 9 - Stock-based Compensation Note 11 – Income Taxes |
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 Securities Investor Protection Corporation. The Company invests in 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 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 their closure by regulators; however, the Company was subsequently able to regain full access to all its deposits and 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 U.S. 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 December 31, 2023, 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, who receive service fees calculated as a percentage of the gross sales, and a 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 years ended December 31, 2023, and 2022, the Company’s three largest customers combined made up approximately 84 77 87 81 |
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 as described in Note 7 - Commitments and Contingencies 0.3 25.0 0.8 The following table provides a reconciliation of cash, cash equivalents and restricted cash, reported within the consolidated statements of cash flows (in thousands): Schedule of Reconciliation of Cash and Restricted Cash 2023 2022 Twelve months ended 2023 2022 Cash and cash equivalents $ - $ 2,769 Restricted cash 580 1,207 Restricted cash included in other noncurrent assets - 800 Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows $ 580 $ 4,776 |
Trade Accounts Receivable and Allowance | Trade Accounts Receivable and Allowance Trade accounts receivable are amounts owed to the Company by its customers for product that has been delivered. The trade accounts receivable are recorded at the invoice amount, less prompt pay and other discounts, chargebacks and an allowance for credit losses, if any. The allowance for credit losses is the Company’s estimate of losses over the life of the receivables. The Company determines the allowance for credit losses based on its historical payment information by customer and the analysis of the trade accounts receivable balance by customer segment. When the collectability of an invoice is no longer probable, the Company will create a reserve for that specific receivable. If a receivable is determined to be uncollectible, it is charged against the general credit loss reserve or the reserve for the specific receivable, if one exists. No |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The valuation of assets and liabilities are subject to fair value measurements using a three-tiered approach. Fair value measurement is classified and disclosed by the Company in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts payable, accrued expenses and accrued compensation approximate their fair values due to their short-term nature. The Company believes that the Adjuvant Notes bear interest at a rate that approximates prevailing market rates for instruments with similar characteristics. The Company estimates the fair value of other debt carried at fair value (the Baker Notes and the Senior Subordinate Notes) utilizing a specialist using a Monte Carlo methodology as described in Note 6 – Fair Value of Financial Instruments |
Inventories | Inventories Inventories, consisting of purchased materials, direct labor and manufacturing overheads, are stated at the lower of cost, or net realizable value. Cost is determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At each balance sheet date, the Company evaluates ending inventories for excess quantities, obsolescence, or shelf-life expiration. The evaluation includes an analysis of the Company’s current and future strategic plans, anticipated future sales, the price projections of future demand, and the remaining shelf life of goods on hand. To the extent that management determines there are excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value in accordance with the first-in, first-out inventory costing method. Inventories consist of the following (in thousands) for the period indicated: Schedule of Inventories 2023 2022 December 31, 2023 2022 Raw Materials (1) $ 520 $ 758 Work in process 386 4,142 Finished Goods (1) 791 1,748 Total (2) $ 1,697 $ 6,648 (1) The raw materials and finished goods balances included a combined estimated reserve on obsolescence and excess inventory which might not be sold prior to expiration of $ 0.3 1.3 (2) 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 as of December 31, 2022. |
Property and Equipment | Property and Equipment Property and equipment generally consist of research equipment, computer equipment and software and office furniture. Property and equipment are recorded at cost and depreciated over the estimated useful lives of the assets (generally three five years |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews property and equipment for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset or asset group are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset or asset group exceeds its fair value. The Company recognized an immaterial impairment of construction in process in the year ended December 31, 2023 and no such impairment loss was recorded during the year ended December 31, 2022. |
Clinical Trial Accruals | Clinical Trial Accruals As part of the process of preparing the consolidated financial statements, the Company is required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations (CROs), consultants and under clinical site agreements relating to conducting clinical trials. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate clinical trial expenses in our consolidated financial statements by recording those expenses in the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the clinical trial as measured by patient progression and the timing of various aspects of the trial. Management determines accrual estimates through financial models and discussions with applicable personnel and outside service providers as to the progress of clinical trials. During a clinical trial, the Company adjusts the clinical expense recognition if actual results differ from its estimates. The Company makes estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known at that time. The Company’s clinical trial accruals are partially dependent upon accurate reporting by CROs and other third-party vendors. The Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low for any period. |
Fair Value of Warrants | Fair Value of Warrants Upon the issuance of warrants, they are initially measured at fair value and reviewed for the appropriate classification (liability or equity). Warrants determined to require liability accounting are subsequently re-measured with changes in fair value being recognized as a component of other income (expense), net in the consolidated statements of operations. Warrants are valued using an option pricing model based on the applicable assumptions, which include the exercise price of the warrants, time to expiration, expected volatility of our peer group, risk-free interest rate, and expected dividends. The Company re-evaluates the classification of its warrants at each balance sheet date to determine the proper balance sheet classification for each warrant. The assumptions used in the Option Pricing Model (OPM) are considered level 3 assumptions and include, but are not limited to, the market value of invested capital, our cumulative equity value as a proxy for the exercise price, the expected term the purchase rights will be held prior to exercise and a risk-free interest rate, and probability of change of control events. |
Leases | Leases The Company determines if an arrangement is a lease or implicitly contains a lease as well as if the lease is classified as an operating or finance lease in accordance with ASC 842, Leases For leases which do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date or the adoption date in determining the present value of lease payments over a similar term. In determining the estimated incremental borrowing rate, the Company considers a rate obtained from its primary banker for discussion purposes of a potential collateralized loan with a term similar to the lease term; the Company’s historical borrowing capability in the market; and the Company’s costs incurred for underwriting discounts and financing costs in its previous equity financings. For leases which have an implicit rate, the Company uses the rate implicit in the lease to determine the present value of the lease payments. The ROU assets also include any lease payments made and exclude lease incentives. For operating leases, lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components within a contract are generally accounted for separately. Short-term leases of 12 months or less, if any, are expensed as incurred which approximates the straight-line basis due to the short-term nature of the leases. Operating lease ROU assets and lease liabilities were $ 0.1 4.4 5.4 Note 7 - Commitments and Contingencies . |
Revenue | Revenue The Company recognizes revenue from the sale of Phexxi in accordance with ASC 606, Revenue from Contracts with Customers 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 and the amount is recorded either as a reduction to accounts receivable or as a current liability based on the nature of the allowance and the terms of the related arrangements. |
Research and Development | Research and Development Research and development expenses include costs associated with the Company’s research and development activities, including, but not limited to, payroll and personnel-related expenses, stock-based compensation expense, materials, laboratory supplies, clinical studies, and outside services. Research and development costs are expensed as incurred, except when accounting for nonrefundable advance payments for goods or services not yet received. These payments, if any, are capitalized at the time of payment and expensed as the related goods are delivered or the services are performed. |
Advertising | Advertising Costs for producing advertising are expensed when incurred. Costs for communicating advertising, such as television commercial airtime and print media space, are recorded as prepaid expenses and then expensed when the advertisement occurs. Advertising costs were immaterial in both of the presented periods. |
Patent Expenses | Patent Expenses The Company expenses all costs incurred relating to patent applications, including, but not limited to, direct application fees and the legal and consulting expenses related to making such applications. Such costs are included in general and administrative expenses in the consolidated statements of operations. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense for stock options issued to employees, non-employee directors and consultants is measured based on estimating the fair value of each stock option on the date of grant using the Black-Scholes (BSM) option-pricing model. The following table summarizes the Company’s stock-based awards expensing policies for employees and non-employees: Schedule of Stock-Based Awards Expensing Policies for Employees and Non-Employees Employees and Nonemployee Consultants Service only condition Straight-line based on the grant date fair value Performance criterion is probable of being met: Service criterion is complete Recognize the grant date fair value of the award(s) once the performance criterion is considered probable of occurrence Service criterion is not complete Expense using an accelerated multiple-option approach (1) Performance criterion is not probable of being met: No expense is recognized until the performance criterion is considered probable at which point expense is recognized using an accelerated multiple-option approach (1) The accelerated multiple-option approach results in compensation expense being recognized for each separately vesting tranche of the award as though the award was in substance multiple awards and, therefore, results in accelerated expense recognition during the earlier vesting periods. |
Fair Value of Stock Options | Fair Value of Stock Options The fair value of stock options is determined using the BSM option-pricing model based on the applicable assumptions, which includes the exercise price of options, time to expiration, expected volatility of our peer group, risk-free interest rate and expected dividend. The Company records forfeitures when they occur. |
Performance-based Awards | Performance-based Awards For performance-based RSAs (i) the fair value of the award is determined on the grant date, (ii) the Company assesses the probability of the individual milestone under the award being achieved, and (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. If the performance-based RSAs are modified, the Company applies the share-based payment modification accounting in accordance with ASC 718, Compensation-Stock Compensation |
Income Taxes | Income Taxes The accounting guidance for uncertainty in income taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) 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 deemed dividends triggered for certain financial instruments. Such adjustment was $ 3.0 zero Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share 2023 2022 Years Ended December 31, 2023 2022 Options to purchase common stock 3,747 5,672 Warrants to purchase common stock 21,053,694 2,052,367 Series E-1 Shares 30,472,989 - Series F-1 Shares 370,731,708 - Purchase rights to purchase common stock 385,312,084 4,490,202 Convertible notes 616,497,236 18,105,684 Total 1,424,071,458 24,653,925 The following table sets forth the computation of net income attributable to common shareholders, weighted average common shares outstanding for diluted net income per share, and diluted net income per share attributable to common shareholders for the year ended December 31, 2023 (in thousands, except share and per share amounts). Schedule of Weighed Average Common Shares Outstanding for Diluted Net Loss Per Share Twelve Months Ended 2023 Numerator: Net income attributable to common stockholders $ 49,995 Adjustments: Change in fair value of purchase rights 1,253 Noncash interest expense on convertible notes, net of tax 1,432 Net income attributable to common stockholders $ 52,680 Denominator: Weighted average shares used to compute net income attributable to common stockholder, basic 4,826,763 Add: Pro forma 549,963,204 Pro forma 405,803,188 Pro forma 12,272,683 Pro forma adjustments to reflect the assumed conversion of Series F-1 Shares 11,172,736 Weighted average shares used to compute net loss attributable to common stockholder, diluted 984,038,574 Net income per share attributable to common stockholders, diluted $ 0.05 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements No significant new standards were adopted during the year ended December 31, 2023. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standards setting bodies that are adopted as of the specified effective date. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures The Company does not believe the impact of any other recently issued standards and any issued but not yet effective standards will have a material impact on its consolidated financial statements upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated statements of cash flows (in thousands): Schedule of Reconciliation of Cash and Restricted Cash 2023 2022 Twelve months ended 2023 2022 Cash and cash equivalents $ - $ 2,769 Restricted cash 580 1,207 Restricted cash included in other noncurrent assets - 800 Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows $ 580 $ 4,776 |
Schedule of Inventories | Inventories consist of the following (in thousands) for the period indicated: Schedule of Inventories 2023 2022 December 31, 2023 2022 Raw Materials (1) $ 520 $ 758 Work in process 386 4,142 Finished Goods (1) 791 1,748 Total (2) $ 1,697 $ 6,648 (1) The raw materials and finished goods balances included a combined estimated reserve on obsolescence and excess inventory which might not be sold prior to expiration of $ 0.3 1.3 (2) 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 as of December 31, 2022. |
Schedule of Stock-Based Awards Expensing Policies for Employees and Non-Employees | The following table summarizes the Company’s stock-based awards expensing policies for employees and non-employees: Schedule of Stock-Based Awards Expensing Policies for Employees and Non-Employees Employees and Nonemployee Consultants Service only condition Straight-line based on the grant date fair value Performance criterion is probable of being met: Service criterion is complete Recognize the grant date fair value of the award(s) once the performance criterion is considered probable of occurrence Service criterion is not complete Expense using an accelerated multiple-option approach (1) Performance criterion is not probable of being met: No expense is recognized until the performance criterion is considered probable at which point expense is recognized using an accelerated multiple-option approach (1) The accelerated multiple-option approach results in compensation expense being recognized for each separately vesting tranche of the award as though the award was in substance multiple awards and, therefore, results in accelerated expense recognition during the earlier vesting periods. |
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 2023 2022 Years Ended December 31, 2023 2022 Options to purchase common stock 3,747 5,672 Warrants to purchase common stock 21,053,694 2,052,367 Series E-1 Shares 30,472,989 - Series F-1 Shares 370,731,708 - Purchase rights to purchase common stock 385,312,084 4,490,202 Convertible notes 616,497,236 18,105,684 Total 1,424,071,458 24,653,925 |
Schedule of Weighed Average Common Shares Outstanding for Diluted Net Loss Per Share | The following table sets forth the computation of net income attributable to common shareholders, weighted average common shares outstanding for diluted net income per share, and diluted net income per share attributable to common shareholders for the year ended December 31, 2023 (in thousands, except share and per share amounts). Schedule of Weighed Average Common Shares Outstanding for Diluted Net Loss Per Share Twelve Months Ended 2023 Numerator: Net income attributable to common stockholders $ 49,995 Adjustments: Change in fair value of purchase rights 1,253 Noncash interest expense on convertible notes, net of tax 1,432 Net income attributable to common stockholders $ 52,680 Denominator: Weighted average shares used to compute net income attributable to common stockholder, basic 4,826,763 Add: Pro forma 549,963,204 Pro forma 405,803,188 Pro forma 12,272,683 Pro forma adjustments to reflect the assumed conversion of Series F-1 Shares 11,172,736 Weighted average shares used to compute net loss attributable to common stockholder, diluted 984,038,574 Net income per share attributable to common stockholders, diluted $ 0.05 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 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 consist of the following, and is included in short-term convertible notes payable on the consolidated balance sheet as of December 31, 2023 and 2022 and in other expense, net on the consolidated statements of operations for the years ended December 31, 2023 and 2022 (in thousands): Schedule of Interest Expense 2023 2022 Years Ended December 31, 2023 2022 Coupon interest $ 2,046 $ 2,048 Amortization of issuance costs 224 129 Total (4) $ 2,270 $ 2,177 |
Schedule of SSNs and Warrants | Summary of SSNs and Warrants (December 2022 to September 2023): Schedule of SSNs and Warrants Conversion Price Notes Principal at issuance Gross proceeds before issuance costs Warrants at issuance Preferred Shares Maturity Date At Issuance At 12/31/2022 At 3/31/2023 At 6/30/2023 At 9/30/2023 At 12/31/2023 December 2022 Notes $ 2,308 $ 1,500 369,230 70 12/21/2025 $ 6.25 $ 6.25 $ 1.625 $ 0.8125 $ 0.0845 $ 0.0615 February 2023 Notes (1) 1,385 900 653,538 - 2/17/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 $ 0.0615 March 2023 Notes 600 390 240,000 - 3/17/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 $ 0.0615 March 2023 Notes (2) 538 350 258,584 - 3/20/2026 $ 2.50 N/A $ 1.625 $ 0.8125 $ 0.0845 $ 0.0615 April 2023 Notes 769 500 615,384 - 3/6/2026 $ 1.25 N/A N/A $ 0.8125 $ 0.0845 $ 0.0615 July 2023 Notes 1,500 975 1,200,000 - 3/6/2026 $ 1.25 N/A N/A N/A $ 0.0845 $ 0.0615 August 2023 Notes 1,000 650 799,999 - 8/4/2026 $ 1.25 N/A N/A N/A $ 0.0845 $ 0.0615 September 2023 Notes (3) 2,885 1,875 26,997,041 - 9/26/2026 $ 0.13 N/A N/A N/A $ 0.13 $ 0.0615 Total Senior Subordinate Notes $ 10,985 $ 7,140 31,133,776 (1) Warrants include 99,692 (2) Warrants include 43,200 (3) Warrants include 22,189,349 0.13 4,807,692 0.001 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 2023 2022 December 31, 2023 2022 Insurance $ 777 $ 1,387 Research & development costs 13 403 Other 405 428 Total $ 1,195 $ 2,218 |
Schedule of Property and Equipment Net | Property and equipment, net, consists of the following (in thousands): Schedule of Property and Equipment Net December 31, Useful Life 2023 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 — 1,156 1,568 Property and equipment gross 2,389 7,129 Less: accumulated depreciation (1,186 ) (3,189 ) Total, net $ 1,203 $ 3,940 |
Schedule of Other Noncurrent Assets | Other noncurrent assets consist of the following (in thousands): Schedule of Other Noncurrent Assets 2023 2022 December 31, 2023 2022 Restricted cash included in noncurrent assets $ - $ 800 Inventories, long-term - 1,270 Prepaid directors & officers’ insurance - 1,717 Other 35 331 Total $ 35 $ 4,118 |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): Schedule of Accrued Expenses 2023 2022 December 31, 2023 2022 Clinical trial related costs $ 2,498 $ 2,574 Accrued royalty 1,146 674 Other 583 876 Total $ 4,227 $ 4,124 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 and restricted cash on the consolidated balance sheet. |
Schedule of Fair Value of Financial Liabilities | The following tables summarize the Company’s derivative liabilities as of December 31, 2023 and 2022 as discussed in Note 8 - Stockholders’ Deficit Schedule of Fair Value of Financial Liabilities Fair Value December 31, 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 1,926 1,095 Level 3 Total Derivative Liabilities $ 1,926 $ 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 $ 6.25 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 warrants in the table above were marked-to-market 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 SSNs measured at fair value on a recurring basis for the year ended December 31, 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 Baker Notes (Assigned to Aditxt; Note 4) Total SSNs (Note 4) Total Balance at December 31, 2022 $ 23,556 $ 15,704 $ - $ - $ 156 $ 39,416 Balance at issuance - - 13,450 13,510 220 27,180 Payments - - (1,154 ) - - (1,154 ) Extinguishment/conversion (9,360 ) (6,240 ) (11,082 ) - (1) (26,683 ) Change in fair value presented in the Consolidated Statements of Operations - - (1,214 ) - - (1,214 ) Change in fair value presented in the Consolidated Statements of Comprehensive Operations (14,196 ) (9,464 ) - - 846 (22,814 ) Balance at December 31, 2023 $ - $ - $ - $ 13,510 $ 1,221 $ 14,731 The following table summarizes the changes in Level 3 financial liabilities related to Term Notes, Baker Notes and December 2022 Notes measured at fair value on a recurring basis for the year ended December 31, 2022 (in thousands): Term Notes - January 2022 Notes Term Notes - March 2022 Notes Term Notes - May 2022 Notes Baker First Closing Notes Baker Second Closing Notes Total Senior Subordinate Notes (Note 4) Total Balance at December 31, 2021 $ - $ - $ - $ 49,030 $ 32,687 $ - $ 81,717 Balance at issuance 116 149 447 - - 156 868 Payments - - (5,892 ) - - - (5,892 ) Change in fair value presented in the Consolidated Statements of Operations 4 2 10,251 1,189 792 - 12,238 Change in fair value presented in the Consolidated Statements of Comprehensive Operations - - - (26,663 ) (17,775 ) - (44,438 ) Exchange of notes (noncash) (120 ) (151 ) (4,806 ) - - - (5,077 ) Balance at December 31, 2022 $ - $ - $ - $ 23,556 $ 15,704 $ 156 $ 39,416 The following table summarizes the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the year ended December 31, 2023 (in thousands): 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 at issuance - - - - 6 5,556 5,562 Exercises - (7 ) - - - (424 ) (431 ) Change in fair value presented in the Consolidated Statements of Operations (1 ) (295 ) (169 ) (107 ) (6 ) (4,301 ) (4,879 ) Reclassified to equity - (1 ) (1 ) - - - (2 ) Balance at December 31, 2023 $ - $ - $ - $ - $ - $ 1,926 $ 1,926 The following table summarizes the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the year ended December 31, 2022 (in thousands): Convertible Preferred Stock Conversion Feature Derivative Liabilities Previously Classified as Equity Instruments January 2022 Warrants March 2022 Warrants May 2022 Warrants May 2022 Public Offering Common Warrants May 2022 Public Offering Pre-Funded Warrants June December 2022 Warrants Purchase Rights Derivative Liabilities Total Balance at December 31, 2021 $ 202 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 202 Balance at issuance - - 4,562 6,025 1,613 18,074 4,633 70,238 107 6,284 111,536 Exercises - - - - - (12,086 ) (4,633 ) - - (1,007 ) (17,726 ) Change in fair value presented in the Consolidated Statements of Operations (83 ) - (4,562 ) (6,025 ) (1,613 ) (5,685 ) - (70,068 ) - (4,182 ) (92,218 ) Conversion of series B-2 convertible preferred stock (46 ) - - - - - - - - - (46 ) Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. - 1 - - - - - - - - 1 May 2022 exchange transaction (73 ) - - - - - - - - - (73 ) Balance at December 31, 2022 $ - $ 1 $ - $ - $ - $ 303 $ - $ 170 $ 107 $ 1,095 $ 1,676 |
Convertible Debt [Member] | |
Short-Term Debt [Line Items] | |
Schedule of Fair Value of Financial Liabilities | The following table is a summary of the Company’s convertible debt instruments as of December 31, 2023 and 2022, respectively (in thousands): Schedule of Fair Value of Financial Liabilities Fair Value As of December 31, 2023 Principal Amount Unamortized Issuance Costs Accrued Interest Net Carrying Amount Amount Leveling Baker Notes (1)(2) $ 99,460 $ - $ - $ 99,460 $ 13,510 Level 3 Adjuvant Notes (3) 22,500 (27 ) 6,064 28,537 N/A N/A December 2022 Notes (1) 940 - - 940 118 Level 3 February 2023 Notes (1) 905 - - 905 118 Level 3 March 2023 Notes (1) 1,204 - - 1,204 157 Level 3 April 2023 Notes (1) 816 - - 816 106 Level 3 July 2023 Notes (1) 1,534 - - 1,534 202 Level 3 August 2023 Notes (1) 1,033 - - 1,033 136 Level 3 September 2023 Notes (1) 2,945 - - 2,945 384 Level 3 (1) These liabilities are/were carried at fair value in the 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. (2) The Baker Notes principal amount includes $ 13.7 (3) The Adjuvant Notes are recorded in the consolidated balance sheets at their net carrying amount which includes principal and accrued interest, net of unamortized issuance costs. 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 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. (2) The Baker Notes principal amount includes $ 5.6 (3) The Adjuvant Notes are recorded in the 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 December 31, 2023 and 2022 as discussed in Note 8 - Stockholders’ Deficit Schedule of Fair Value of Financial Liabilities Fair Value December 31, 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 1,926 1,095 Level 3 Total Derivative Liabilities $ 1,926 $ 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 $ 6.25 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 warrants in the table above were marked-to-market on May 18, 2023, and then reclassified to equity. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Cost | Schedule of Lease Cost Years Ended December 31, Lease Cost (in thousands) Classification 2023 2022 Operating lease expense Research and development $ 127 $ 210 Operating lease expense Selling and marketing 360 886 Operating lease expense General and administrative 339 597 Total $ 826 $ 1,693 |
Schedule of Lease Term and Discount Rate | Schedule of Lease Term and Discount Rate Years Ended December 31, Lease Term and Discount Rate 2023 2022 Weighted Average Remaining Lease Term (in years) 0.75 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) December 31, 2023 Year ending December 31, 2024 $ 47 Year ending December 31, 2025 62 Year ending December 31, 2026 5 Total lease payments 114 Less imputed interest (9 ) Total $ 105 |
Schedule of Supplement Cash Outflows in Operating Leases | Schedule of Supplement Cash Outflows in Operating Leases Other information (in thousands) 2023 2022 Years Ended December 31, Other information (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows in operating leases $ 1,524 $ 2,639 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 12 Months Ended |
Dec. 31, 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 $ 0.0615 April 24, 2020 April 24, 2020 to April 24, 2025 Common Warrants 1,092 $ 0.0615 June 9, 2020 June 9, 2020 to June 9, 2025 Common Warrants 8,003 $ 735.00 January 31, 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 $ 0.0615 May 24, 2022 May 24, 2022 to May 24, 2027 Common Warrants 582,886 $ 0.0615 June 28, 2022 May 24, 2022 to June 28, 2027 Common Warrants 49,227 $ 0.0615 December 21, 2022 December 21, 2022 to December 21, 2027 Common Warrants 130,461 $ 0.0615 February 17, 2023 February 17, 2023 to February 17, 2028 Common Warrants 258,584 $ 0.0615 March 20, 2023 March 20, 2023 to March 20, 2028 Common Warrants 615,384 $ 0.0615 April 5, 2023 April 5, 2023 to April 5, 2028 Common Warrants 164,848 $ 0.0615 July 3, 2023 July 3, 2023 to July 3, 2028 Common Warrants 799,999 $ 0.0615 August 4, 2023 August 4, 2023 to August 4, 2028 Common Warrants 12,721,893 $ 0.0615 September 27, 2023 September 27, 2023 to September 27, 2028 Prefunded Warrants 4,807,692 $ 0.0010 September 27, 2023 September 27, 2023 to September 27, 2028 Total 21,053,694 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance, on a one-for-one basis, is as follows in common equivalent shares as of December 31, 2023: Summary of Common Stock Reserved for Future Issuance Common stock issuable upon the exercise of stock options outstanding 3,747 Common stock issuable upon the exercise of common stock warrants 21,053,694 Common stock available for future issuance under the 2019 ESPP 509 Common stock available for future issuance under the Amended and Restated 2014 Plan 5,789 Common stock available for future issuance under the Amended Inducement Plan 609 Common stock reserved for the exercise of purchase rights 385,312,084 Common stock reserved for the conversion of convertible notes 616,497,236 Common stock reserved for the conversion of series E-1 Shares 30,472,989 Common stock reserved for the conversion of Series F-1 Shares 370,731,708 Total common stock reserved for future issuance 1,424,078,365 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
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) and RSUs granted to employees, non-employee directors and consultants, and the 2019 ESPP (as defined below) included in the consolidated statements of operations as follows (in thousands): Schedule of Stock-based Compensation Expense Related to Stock Options 2023 2022 Years Ended December 31, 2023 2022 Research and development $ 117 $ 553 Sales and marketing 188 497 General and administrative 884 2,263 Total $ 1,189 $ 3,313 |
Schedule of Stock Option Activity | The following table summarizes share option activity for the years ended December 31, 2023: Schedule of Stock Option Activity Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 5,672 $ 7,761.25 5.1 - Granted - $ - - - Exercised - $ - - - Forfeited (1,925 ) $ 9,363.75 - - Outstanding as of December 31, 2023 3,747 $ 6,950.00 6.3 - Options expected to vest as of December 31, 2023 3,747 $ 6,950.00 6.3 - Options vested and exercisable as of December 31, 2023 3,153 $ 7,798.75 6.1 - The following table summarizes certain information regarding stock options for the year ended December 31, 2022 (in thousands, except per share data). No such activities occurred during the year ended December 31, 2023. 2022 Weighted average grant date fair value per share of options granted during the period 645.00 Cash received from options exercised during the period - Intrinsic value of options exercised during the period - |
Schedule of Weighted Average Assumptions | Schedule of Weighted Average Assumptions Year Ended December 31, 2022 Expected volatility 102.5 % Risk-free interest rate 2.0 % Expected dividend yield — % Expected term (years) 6.0 |
Schedule of Restricted Stock Awards | Schedule of Restricted Stock Awards Shares (RSAs) Weighted Average Fair Value per Share Unvested as of December 31, 2021 — $ — Granted 1,258 $ 917.50 Forfeited (1,258 ) $ 917.50 Released — $ — Unvested as of December 31, 2022 — $ — |
Employee Stock Purchase Plan 2019 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Weighted Average Assumptions | Schedule of Weighted Average Assumptions Year Ended December 31, 2022 Expected volatility 177.2 % Risk-free interest rate 2.3 % Expected dividend yield — % Expected term (years) 0.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Consolidated Pretax Loss from Continuing Operations | Schedule of Consolidated Pretax Loss from Continuing Operations 2023 2022 US $ 52,996 $ (76,654 ) Total $ 52,996 $ (76,654 ) |
Schedule of Income Tax Provision from Continuing Operations | Schedule of Income Tax Provision from Continuing Operations 2023 2022 US - $ - State (17 ) (44 ) Total current tax provision (17 (44 ) Total deferred tax provision - - Total $ (17 ) $ (44 ) |
Schedule of Effective Tax Rate on Loss from Continuing Operations and the Statutory Tax Rate | The reconciliation between the Company’s effective tax rate on income (loss) before income tax and the statutory tax rate for the years ended December 31, 2023 and 2022 was as follows: Schedule of Effective Tax Rate on Loss from Continuing Operations and the Statutory Tax Rate 2023 2022 Statutory rate 21.00 % 21.00 % State income tax, net of federal benefit (0.39 ) % 2.12 % Nondeductible expenses 0.23 % (0.41 )% Equity-based expenses 3.04 % (1.82 )% Change in fair value of purchase rights (1.93 ) % 22.60 % Change in fair value of financial instruments (27.17 ) % (20.00 )% Return to provision 0.18 % (0.47 )% Tax credits (0.44 ) % 1.41 % Uncertain tax positions 0.12 % (0.39 )% Change in valuation allowance 5.37 % (24.11 )% Effective tax rate (0.01 ) % (0.07 )% |
Schedule of Net Deferred Tax Assets arising from its Taxable Subsidiaries | Schedule of Net Deferred Tax Assets arising from its Taxable Subsidiaries 2023 2022 Deferred tax assets: Net loss carryforwards $ 130,746 $ 126,056 Fixed assets and intangibles 246 338 Research and development capitalization 4,067 4,951 Research and development credits 6,320 6,136 Stock-based compensation 2,513 3,367 Other 1,098 2,247 Total deferred tax assets 144,990 143,095 Deferred tax liabilities Lease assets (22 ) (1,011 ) Fixed assets (156 ) (113 ) Other (27 ) (29 ) Less: valuation allowance (144,785 ) (141,942 ) Net deferred tax assets $ - $ - |
Schedule of Activity related to the Gross Unrecognized Tax Benefits | Schedule of Activity related to the Gross Unrecognized Tax Benefits 2023 2022 Balance at the beginning of the year $ 2,988 $ 2,679 Adjustments related to prior year tax positions 55 5 Increases related to current year tax positions 8 304 Decreases due to statute of limitation expiration - - Balance at end of year $ 3,051 $ 2,988 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Mar. 15, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 15, 2024 | Oct. 03, 2022 | |
Product Information [Line Items] | |||||
Revenue from product sales | $ 18,218 | $ 16,837 | |||
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, which became effective on May 18, 2023. | ||||
Restricted cash | 580 | 1,207 | |||
Working capital deficit | 63,300 | ||||
Accumulated deficit | 888,699 | 938,694 | |||
Share price | $ 0.01 | ||||
Debt instrument, restrictive covenants, cumulative net sales requirement | 100,000 | ||||
Subsequent Event [Member] | |||||
Product Information [Line Items] | |||||
Share price | $ 0.0158 | ||||
Phexxi [Member] | |||||
Product Information [Line Items] | |||||
Revenue from product sales | $ 18,200 | $ 16,800 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 2,769 | ||
Restricted cash | 580 | 1,207 | |
Restricted cash included in other noncurrent assets | 800 | ||
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows | $ 580 | $ 4,776 | $ 13,588 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Raw Materials | [1] | $ 520 | $ 758 |
Work in process | 386 | 4,142 | |
Finished Goods | [1] | 791 | 1,748 |
Total | [2] | $ 1,697 | $ 6,648 |
[1]The raw materials and finished goods balances included a combined estimated reserve on obsolescence and excess inventory which might not be sold prior to expiration of $ 0.3 1.3 |
Schedule of Inventories (Deta_2
Schedule of Inventories (Details) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Inventory, net of reserves | $ 0.3 |
Additional inventory write down | $ 1.3 |
Schedule of Stock-Based Awards
Schedule of Stock-Based Awards Expensing Policies for Employees and Non-Employees (Details) - Employees and Nonemployee Consultants [Member] | 12 Months Ended | |
Dec. 31, 2023 | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Performance criterion is probable and not probable description | Straight-line based on the grant date fair value | |
Performance Criterion Probable [Member] | Service Criterion Complete [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Performance criterion is probable and not probable description | Recognize the grant date fair value of the award(s) once the performance criterion is considered probable of occurrence | |
Performance Criterion Probable [Member] | Service Criterion Not Complete [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Performance criterion is probable and not probable description | Expense using an accelerated multiple-option approach(1) over the remaining requisite service period | [1] |
Performance Criterion Not Probable [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Performance criterion is probable and not probable description | No expense is recognized until the performance criterion is considered probable at which point expense is recognized using an accelerated multiple-option approach | |
[1]The accelerated multiple-option approach results in compensation expense being recognized for each separately vesting tranche of the award as though the award was in substance multiple awards and, therefore, results in accelerated expense recognition during the earlier vesting periods. |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,424,071,458 | 24,653,925 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,747 | 5,672 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 21,053,694 | 2,052,367 |
Series E One Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 30,472,989 | |
Series F One Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 370,731,708 | |
Rights [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 385,312,084 | 4,490,202 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 616,497,236 | 18,105,684 |
Schedule of Weighed Average Com
Schedule of Weighed Average Common Shares Outstanding for Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income attributable to common stockholders | $ 49,995 | $ (78,014) |
Change in fair value of purchase rights | 1,253 | |
Noncash interest expense on convertible notes, net of tax | 1,432 | |
Net income attributable to common stockholders | $ 52,680 | |
Weighted average shares used to compute net income attributable to common stockholder, basic | 4,826,763 | 465,967 |
Weighted average shares used to compute net loss attributable to common stockholder, diluted | 984,038,574 | |
Net income per share attributable to common stockholders, diluted | $ 0.05 | $ (167.42) |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Pro forma adjustments to reflect the assumed conversion of Series F-1 Shares | 549,963,204 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Pro forma adjustments to reflect the assumed conversion of Series F-1 Shares | 405,803,188 | |
Series E One Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Pro forma adjustments to reflect the assumed conversion of Series F-1 Shares | 12,272,683 | |
Series F One Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Pro forma adjustments to reflect the assumed conversion of Series F-1 Shares | 11,172,736 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 20, 2023 | |
Product Information [Line Items] | |||
Proceeds from issuancde of notes | $ 25,000,000 | ||
Trade accounts receivable and allowance | 0 | $ 0 | |
Operating lease right-of-use assets | 106,000 | 4,406,000 | $ 3,300,000 |
Operating lease liability | 105,000 | 5,400,000 | |
Down round feature, decrease in net income (loss) to common shareholder, amount | $ 3,000,000 | $ 0 | |
Minimum [Member] | |||
Product Information [Line Items] | |||
Useful life | 3 years | ||
Maximum [Member] | |||
Product Information [Line Items] | |||
Useful life | 5 years | ||
Building and Building Improvements [Member] | |||
Product Information [Line Items] | |||
Letters of credit | $ 300,000 | ||
Building and Building Improvements [Member] | Letter of Credit [Member] | |||
Product Information [Line Items] | |||
Notice of default increase decrease in restricted cash | $ 800,000 | ||
Revenue Benchmark [Member] | Three Largest Customers Combined [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 84% | 77% | |
Accounts Receivable [Member] | Three Largest Customers Combined [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 87% | ||
Accounts Receivable [Member] | Four 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Trade Accounts Receivable [Member] | ||
Product revenue variable consideration liability current | $ 0.3 | $ 0.1 |
Other Current Liabilities [Member] | ||
Product revenue variable consideration liability current | $ 3.2 | $ 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 |
September 9, 2024 - September 8, 2025 [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, repurchase amount | 16,750 |
September 9, 2025 - September 8, 2026 [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, repurchase amount | 19,500 |
September 9, 2026 - September 8, 2027 [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, repurchase amount | 22,250 |
September 9, 2027 - September 8, 2028 [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, repurchase amount | $ 25,000 |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Coupon interest | $ 2,046 | $ 2,048 |
Amortization of issuance costs | 224 | 129 |
Total (4) | $ 2,270 | $ 2,177 |
Schedule of SSNs and Warrants (
Schedule of SSNs and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | ||
Short-Term Debt [Line Items] | |||||||
Principal at issuance | $ 10,985 | ||||||
Gross proceeds before issuance costs | $ 7,140 | ||||||
Warrants at issued (common stock) | 31,133,776 | ||||||
Preferred Shares | 0 | 0 | |||||
December 2022 Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal at issuance | $ 2,308 | ||||||
Gross proceeds before issuance costs | $ 1,500 | ||||||
Warrants at issued (common stock) | 369,230 | ||||||
Preferred Shares | 70 | ||||||
Maturity Date | Dec. 21, 2025 | ||||||
Conversion price | $ 0.0615 | $ 0.0845 | $ 0.8125 | $ 1.625 | $ 6.25 | $ 6.25 | |
February 2023 Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal at issuance | [1] | $ 1,385 | |||||
Gross proceeds before issuance costs | [1] | $ 900 | |||||
Warrants at issued (common stock) | [1] | 653,538,000 | |||||
Maturity Date | [1] | Feb. 17, 2026 | |||||
Conversion price | [1] | $ 0.0615 | 0.0845 | 0.8125 | 1.625 | 2.50 | |
March 2023 Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal at issuance | $ 600 | ||||||
Gross proceeds before issuance costs | $ 390 | ||||||
Warrants at issued (common stock) | 240,000 | ||||||
Maturity Date | Mar. 17, 2026 | ||||||
Conversion price | $ 0.0615 | 0.0845 | 0.8125 | 1.625 | 2.50 | ||
March Two 2023 Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal at issuance | [2] | $ 538 | |||||
Gross proceeds before issuance costs | [2] | $ 350 | |||||
Warrants at issued (common stock) | [2] | 258,584 | |||||
Maturity Date | [2] | Mar. 20, 2026 | |||||
Conversion price | [2] | $ 0.0615 | 0.0845 | 0.8125 | $ 1.625 | 2.50 | |
April 2023 Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal at issuance | $ 769 | ||||||
Gross proceeds before issuance costs | $ 500 | ||||||
Warrants at issued (common stock) | 615,384 | ||||||
Maturity Date | Mar. 06, 2026 | ||||||
Conversion price | $ 0.0615 | 0.0845 | $ 0.8125 | 1.25 | |||
July 2023 Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal at issuance | $ 1,500 | ||||||
Gross proceeds before issuance costs | $ 975 | ||||||
Warrants at issued (common stock) | 1,200,000 | ||||||
Maturity Date | Mar. 06, 2026 | ||||||
Conversion price | $ 0.0615 | 0.0845 | 1.25 | ||||
August 2023 Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal at issuance | $ 1,000 | ||||||
Gross proceeds before issuance costs | $ 650 | ||||||
Warrants at issued (common stock) | 799,999 | ||||||
Maturity Date | Aug. 04, 2026 | ||||||
Conversion price | $ 0.0615 | 0.0845 | 1.25 | ||||
September 2023 Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal at issuance | [3] | $ 2,885 | |||||
Gross proceeds before issuance costs | [3] | $ 1,875 | |||||
Warrants at issued (common stock) | [3] | 26,997,041 | |||||
Maturity Date | [3] | Sep. 26, 2026 | |||||
Conversion price | [3] | $ 0.0615 | $ 0.13 | $ 0.13 | |||
[1]Warrants include 99,692 43,200 22,189,349 0.13 4,807,692 0.001 |
Schedule of SSNs and Warrants_2
Schedule of SSNs and Warrants (Details) (Parenthetical) - $ / shares | Dec. 31, 2023 | Mar. 20, 2023 | Feb. 17, 2023 |
Short-Term Debt [Line Items] | |||
Warrants | $ 2.43 | ||
Placement Agent [Member] | December Two Thousand Twenty Two To September Two Thousand Twenty Three [Member] | |||
Short-Term Debt [Line Items] | |||
Number of shares to purchase capital stock | 43,200 | 99,692 | |
Placement Agent [Member] | December Two Thousand Twenty Two To September Two Thousand Twenty Three [Member] | Series A Preferred Stock [Member] | |||
Short-Term Debt [Line Items] | |||
Warrants | 22,189,349 | ||
Warrants | $ 0.13 | ||
Placement Agent [Member] | December Two Thousand Twenty Two To September Two Thousand Twenty Three [Member] | Series B Preferred Stock [Member] | |||
Short-Term Debt [Line Items] | |||
Warrants | 4,807,692 | ||
Warrants | $ 0.001 |
Debt (Details Narrative)
Debt (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Oct. 01, 2023 USD ($) | Sep. 08, 2023 USD ($) | Mar. 07, 2023 USD ($) | Dec. 19, 2022 USD ($) | Sep. 15, 2022 USD ($) $ / shares shares | May 04, 2022 USD ($) $ / shares shares | Apr. 04, 2022 USD ($) $ / shares | Mar. 21, 2022 USD ($) $ / shares | Feb. 15, 2022 | Nov. 20, 2021 USD ($) $ / shares shares | Oct. 14, 2020 USD ($) $ / shares | Jun. 09, 2020 USD ($) $ / shares shares | Apr. 26, 2020 | Apr. 24, 2020 $ / shares | Sep. 30, 2023 | May 31, 2022 Integer | Sep. 30, 2022 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Sep. 30, 2023 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 21, 2023 shares | Aug. 07, 2023 | Apr. 30, 2022 $ / shares | Mar. 01, 2022 USD ($) $ / shares shares | Jan. 13, 2022 USD ($) $ / shares shares | Oct. 31, 2021 $ / shares | Apr. 23, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 10,985 | |||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 2.43 | |||||||||||||||||||||||||||
Interest expense | $ 2,270 | $ 2,176 | ||||||||||||||||||||||||||
Proceeds from issuance of sale of equity | $ 50,000 | |||||||||||||||||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.0615 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 92,700 | |||||||||||||||||||||||||||
Cumulative net sales | $ 100,000 | |||||||||||||||||||||||||||
Accrued interest percentage | 10% | |||||||||||||||||||||||||||
Interest revenue expenses net | $ 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% of such global net revenues; 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 were 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. | |||||||||||||||||||||||||||
Short-term convertible notes payable | $ 14,731 | 39,416 | ||||||||||||||||||||||||||
Gains losses on extinguishment of debt | 75,337 | $ (24,487) | ||||||||||||||||||||||||||
Revalued amount extinguishment of debt amount | $ 73,200 | |||||||||||||||||||||||||||
Beneficial ownership limitation percentage | 4.99% | |||||||||||||||||||||||||||
Beneficial ownership limitation percentage | 19.99% | |||||||||||||||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Redemption premium percentage | 25% | |||||||||||||||||||||||||||
Gain (loss) on issuance | $ 6,776 | $ 72,993 | ||||||||||||||||||||||||||
Exchange agreement, number of B2 convertible shares to be redeemed | shares | 2,100 | |||||||||||||||||||||||||||
Exchange agreement, number of convertible shares to be redeemed | shares | 1,700 | |||||||||||||||||||||||||||
Warrants outstanding | shares | 370,731,708 | |||||||||||||||||||||||||||
Series F One Shares [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Warrants outstanding | shares | 22,280 | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.13 | |||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 587.50 | $ 1,181.25 | ||||||||||||||||||||||||||
Warrants to purchase up | shares | 9,972,074 | |||||||||||||||||||||||||||
Warrants outstanding | shares | 613 | |||||||||||||||||||||||||||
June 2022 Baker Warrants [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 582,886 | |||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 93.75 | |||||||||||||||||||||||||||
Baker Warrants [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.0615 | |||||||||||||||||||||||||||
January and March 2022 Warrants [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Gain (loss) in fair value of financial instrument | 10,600 | |||||||||||||||||||||||||||
May 2022 Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Gain (loss) in fair value of financial instrument | 10,300 | |||||||||||||||||||||||||||
May 2022 Warrants [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Gain (loss) in fair value of financial instrument | 1,600 | |||||||||||||||||||||||||||
Unsecured Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | |||||||||||||||||||||||||||
Unsecured Debt [Member] | January 2022 Warrants [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 735 | |||||||||||||||||||||||||||
Unsecured Debt [Member] | January 2022 Warrants [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 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] | ||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 8,303 | |||||||||||||||||||||||||||
Warrant exercise 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 B2 convertible shares to be redeemed | shares | 2,100 | |||||||||||||||||||||||||||
Exchange agreement, number of convertible shares to be redeemed | shares | 1,700 | |||||||||||||||||||||||||||
Exchange agreement number of common shares to be redeemed | shares | 4,266 | |||||||||||||||||||||||||||
Exchange agreement number of common shares to be issued to investors | shares | 1,666 | |||||||||||||||||||||||||||
Debt instrument, redemption price, percentage | 100% | |||||||||||||||||||||||||||
Debt instrument, underwritten public offering threshold amount | $ 20,000 | |||||||||||||||||||||||||||
Repayment of debt | $ 5,900 | |||||||||||||||||||||||||||
Trading period suspension | Integer | 5 | |||||||||||||||||||||||||||
Debt default interest rate | 18% | |||||||||||||||||||||||||||
Debt default redemption percentage | 125% | |||||||||||||||||||||||||||
May 2022 Notes [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Exchange agreement number of common shares to be redeemed | shares | 4,266 | |||||||||||||||||||||||||||
May 2022 Notes [Member] | Warrant [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 6 | |||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 309.56 | |||||||||||||||||||||||||||
Baker Bros. Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
[custom:ClassOfWarrantOrRightVestingTerm] | 5 years | |||||||||||||||||||||||||||
Debt instrument, term | 2 years | |||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 4,575 | |||||||||||||||||||||||||||
Conversion price as a percentage of lowest stock price | 115% | |||||||||||||||||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000 | |||||||||||||||||||||||||||
Conversion price threshold percentage | 100% | |||||||||||||||||||||||||||
Short-term convertible notes payable | $ 12,500 | |||||||||||||||||||||||||||
Accrued interest | 99,500 | |||||||||||||||||||||||||||
Baker Bros. Notes [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 25,000 | |||||||||||||||||||||||||||
Debt instrument, term | 5 years | |||||||||||||||||||||||||||
Debt instrument, term with no prepayment | 3 years | |||||||||||||||||||||||||||
Debt instrument conversion rate | 10% | |||||||||||||||||||||||||||
Debt instrument interest rate effective percent | 10% | |||||||||||||||||||||||||||
Interest expense | 8,700 | 3,300 | ||||||||||||||||||||||||||
Written notice period | 10 days | |||||||||||||||||||||||||||
Debt instrument, benchmark price per share | $ / shares | $ 9,356.25 | |||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / 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 Second Closing Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 25,000 | |||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 2,731 | |||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 4,575 | |||||||||||||||||||||||||||
Second Baker Amendment [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 725.81 | |||||||||||||||||||||||||||
Debt covenant, cumulative net sales requirement | 100,000 | |||||||||||||||||||||||||||
Conversion price threshold percentage | 100% | |||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 20,000 | |||||||||||||||||||||||||||
Second Baker Amendment [Member] | Baker Warrants [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 93.75 | |||||||||||||||||||||||||||
Third Baker Amendment [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 26.25 | |||||||||||||||||||||||||||
Secured Creditor Forbearance Agreement [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument indebtedness amount | $ 5,000 | |||||||||||||||||||||||||||
Old Baker Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Notes payable fair value | 15,600 | |||||||||||||||||||||||||||
Accumulated other comprehensive income | 73,200 | |||||||||||||||||||||||||||
Short-term Convertible Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Short-term convertible notes payable | $ 13,500 | |||||||||||||||||||||||||||
Adjuvant Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument interest rate effective percent | 8.80% | |||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 678.49 | $ 0.0615 | ||||||||||||||||||||||||||
Conversion price as a percentage of lowest stock price | 100% | |||||||||||||||||||||||||||
Debt Conversion, converted instrument, shares issued | shares | 464,027,724 | |||||||||||||||||||||||||||
Adjuvant Notes [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 25,000 | |||||||||||||||||||||||||||
Debt instrument, term | 5 years | |||||||||||||||||||||||||||
Debt instrument conversion rate | 7.50% | |||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 26.25 | $ 6,843.75 | $ 0.0615 | |||||||||||||||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||
Gains losses on extinguishment of debt | $ 2,500 | |||||||||||||||||||||||||||
Beneficial ownership limitation percentage | 4.99% | |||||||||||||||||||||||||||
Beneficial ownership limitation percentage | 19.99% | |||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Debt instrument convertible exchange percentage | 10% | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,900 | |||||||||||||||||||||||||||
Debt conversion converted instrument amount | shares | 109,842 | |||||||||||||||||||||||||||
Restricted cash | $ 25,000 | $ 600 | 900 | |||||||||||||||||||||||||
Convertible debt | 28,500 | 26,300 | ||||||||||||||||||||||||||
Convertible debt, current principal amount | 22,500 | 22,300 | ||||||||||||||||||||||||||
Convertible debt, current, accrued interest | $ 6,100 | 4,000 | ||||||||||||||||||||||||||
5.0% Senior Subordinated Notes Due 2025 Issued January 2022 [Member] | Unsecured Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 5,900 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percent | 5% | |||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 900 | |||||||||||||||||||||||||||
5.0% Senior Subordinated Notes Due 2025 Issued March 2022 [Member] | Unsecured Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 7,500 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percent | 5% | |||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 2,500 | |||||||||||||||||||||||||||
January and March 2022 Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Redemption premium percentage | 25% | |||||||||||||||||||||||||||
January and March 2022 Notes [Member] | Unsecured Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument interest rate stated percent | 5% | |||||||||||||||||||||||||||
Notes interest rate increased percentage | 18% | |||||||||||||||||||||||||||
January and March 2022 Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Notes payable | 200 | |||||||||||||||||||||||||||
January and March 2022 Notes and Warrants [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Warrants rights and outstanding | 10,600 | |||||||||||||||||||||||||||
Issuance [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Gain (loss) on issuance | 900 | |||||||||||||||||||||||||||
5.0% Senior Subordinated Notes [Member] | May 2022 Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 22,300 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percent | 5% | |||||||||||||||||||||||||||
May 2022 Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Conversion, converted instrument, shares issued | shares | 832,237 | |||||||||||||||||||||||||||
Notes payable | 22,300 | |||||||||||||||||||||||||||
May 2022 Warrants [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Warrants rights and outstanding | $ 1,600 | |||||||||||||||||||||||||||
8.0% Senior Subordinated Notes Due 2025 Issued December 2022 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Redemption premium percentage | 32.50% | |||||||||||||||||||||||||||
8.0% Senior Subordinated Notes Due 2025 Issued December 2022 [Member] | Unsecured Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.0158 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percent | 8% | |||||||||||||||||||||||||||
Notes interest rate increased percentage | 12% |
Schedule of Prepaid and Other C
Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Impairment Effects on Earnings Per Share [Line Items] | ||
Total | $ 1,195 | $ 2,218 |
Insurance [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Total | 777 | 1,387 |
Research and Development Related Costs [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Total | 13 | 403 |
Other Current Assets [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Total | $ 405 | $ 428 |
Schedule of Property and Equipm
Schedule of Property and Equipment Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 2,389 | $ 7,129 |
Less: accumulated depreciation | (1,186) | (3,189) |
Total, net | $ 1,203 | 3,940 |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
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 | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 1,156 | $ 1,568 |
Schedule of Other Noncurrent As
Schedule of Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash included in noncurrent assets | $ 800 | |
Inventories, long-term | 1,270 | |
Prepaid directors & officers’ insurance | 1,717 | |
Other | 35 | 331 |
Total | $ 35 | $ 4,118 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Clinical trial related costs | $ 2,498 | $ 2,574 |
Accrued royalty | 1,146 | 674 |
Other | 583 | 876 |
Total | $ 4,227 | $ 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 and restricted cash on the consolidated balance sheet. |
Schedule of Fair Value of Fin_2
Schedule of Fair Value of Financial Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | $ 10,985 | ||||
Derivative liabilities | 1,926 | $ 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 | 1,926 | [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 | 1,926 | [1] | 1,095 | [2] | |
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 | 99,460 | [3],[4] | 45,528 | [5],[6] | |
Unamortized Issuance Costs | [3],[4] | [5],[6] | |||
Accrued Interest | [3],[4] | [5],[6] | |||
Net carrying amount | 99,460 | [3],[4] | 45,528 | [5],[6] | |
Fair value amount | 13,510 | [3],[4] | 39,260 | [5],[6] | |
Redemption Amount | [5],[6] | ||||
Amount Exchanged | [5],[6] | ||||
Adjuvant Notes [Member] | Convertible Debt [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | 22,500 | [7] | 22,500 | [8],[9] | |
Unamortized Issuance Costs | (27) | [7] | (252) | [8],[9] | |
Accrued Interest | 6,064 | [7] | 4,020 | [8],[9] | |
Redemption Amount | [8],[9] | ||||
Amount Exchanged | [8],[9] | ||||
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 | 28,537 | [7] | 26,268 | [8],[9] | |
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 | [7] | [8],[9] | |||
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 | 940 | [4] | 2,308 | [6] | |
Unamortized Issuance Costs | [4] | [6] | |||
Accrued Interest | [4] | [6] | |||
Net carrying amount | 940 | [4] | 2,308 | [6] | |
Fair value amount | 118 | [4] | 156 | [6] | |
Redemption Amount | [6] | ||||
Amount Exchanged | [6] | ||||
February 2023 Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [10] | 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] | 905 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 905 | |||
Fair value amount | [4] | 118 | |||
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] | 1,204 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 1,204 | |||
Fair value amount | [4] | 157 | |||
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] | 816 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 816 | |||
Fair value amount | [4] | 106 | |||
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] | 1,534 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 1,534 | |||
Fair value amount | [4] | 202 | |||
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] | 1,033 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 1,033 | |||
Fair value amount | [4] | 136 | |||
September 2023 Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [11] | 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] | 2,945 | |||
Unamortized Issuance Costs | [4] | ||||
Accrued Interest | [4] | ||||
Net carrying amount | [4] | 2,945 | |||
Fair value amount | [4] | $ 384 | |||
May 2022 Notes [Member] | Convertible Debt [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Principal Amount | [6] | 16,376 | |||
Unamortized Issuance Costs | [6] | ||||
Accrued Interest | [6] | 1,101 | |||
Redemption Amount | [6] | 4,369 | |||
Amount Exchanged | [6] | (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 | [6] | ||||
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 | [6] | ||||
[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 warrants in the table above were marked-to-market 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 $ 6.25 de minimus 13.7 5.6 10 2.5 0.4 99,692 22,189,349 0.13 4,807,692 0.001 |
Schedule of Fair Value of Fin_3
Schedule of Fair Value of Financial Liabilities (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 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 | $ 6.25 | |
Baker Notes [Member] | Convertible Debt [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Interest paid in kind | $ 13.7 | |
Baker Bros. Notes [Member] | Convertible Debt [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Interest paid in kind | $ 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) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Long-Term Debt [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | $ 39,416 | $ 81,717 |
Balance at issuance | 27,180 | 868 |
Payments | (1,154) | |
Extinguishment/conversion | (26,683) | |
Change in fair value presented in the consolidated statements of operations | (1,214) | 12,238 |
Change in fair value presented in the Consolidated Statements of Operations | (22,814) | (44,438) |
Balance at December 31, 2022 | 14,731 | 39,416 |
Payments | (5,892) | |
May 2022 exchange transaction | (5,077) | |
Long-Term Debt [Member] | Bakers First Closing Note [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 23,556 | 49,030 |
Balance at issuance | ||
Payments | ||
Extinguishment/conversion | (9,360) | |
Change in fair value presented in the consolidated statements of operations | 1,189 | |
Change in fair value presented in the Consolidated Statements of Operations | (14,196) | (26,663) |
Balance at December 31, 2022 | 23,556 | |
Payments | ||
May 2022 exchange transaction | ||
Long-Term Debt [Member] | Bakers Second Closing Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 15,704 | 32,687 |
Balance at issuance | ||
Payments | ||
Extinguishment/conversion | (6,240) | |
Change in fair value presented in the consolidated statements of operations | 792 | |
Change in fair value presented in the Consolidated Statements of Operations | (9,464) | (17,775) |
Balance at December 31, 2022 | 15,704 | |
Payments | ||
May 2022 exchange transaction | ||
Long-Term Debt [Member] | Bakers Notes Fourth Amendment [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | ||
Balance at issuance | 13,450 | |
Payments | (1,154) | |
Extinguishment/conversion | (11,082) | |
Change in fair value presented in the consolidated statements of operations | (1,214) | |
Change in fair value presented in the Consolidated Statements of Operations | ||
Balance at December 31, 2022 | ||
Long-Term Debt [Member] | Baker Notes Assigned To Aditxt Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | ||
Balance at issuance | 13,510 | |
Payments | ||
Extinguishment/conversion | ||
Change in fair value presented in the consolidated statements of operations | ||
Change in fair value presented in the Consolidated Statements of Operations | ||
Balance at December 31, 2022 | 13,510 | |
Long-Term Debt [Member] | Total Offerings [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 156 | |
Balance at issuance | 220 | |
Payments | ||
Extinguishment/conversion | (1) | |
Change in fair value presented in the consolidated statements of operations | ||
Change in fair value presented in the Consolidated Statements of Operations | 846 | |
Balance at December 31, 2022 | 1,221 | 156 |
Long-Term Debt [Member] | 5.0% Senior Subordinated Notes Due 2025 Issued January 2022 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | ||
Balance at issuance | 116 | |
Change in fair value presented in the consolidated statements of operations | 4 | |
Change in fair value presented in the Consolidated Statements of Operations | ||
Balance at December 31, 2022 | ||
Payments | ||
May 2022 exchange transaction | (120) | |
Long-Term Debt [Member] | 5.0% Senior Subordinated Notes Due 2025 Issued March 2022 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | ||
Balance at issuance | 149 | |
Change in fair value presented in the consolidated statements of operations | 2 | |
Change in fair value presented in the Consolidated Statements of Operations | ||
Balance at December 31, 2022 | ||
Payments | ||
May 2022 exchange transaction | (151) | |
Long-Term Debt [Member] | 5.0% Senior Subordinated Notes Due 2025 Issued May 2022 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | ||
Balance at issuance | 447 | |
Change in fair value presented in the consolidated statements of operations | 10,251 | |
Change in fair value presented in the Consolidated Statements of Operations | ||
Balance at December 31, 2022 | ||
Payments | (5,892) | |
May 2022 exchange transaction | (4,806) | |
Long-Term Debt [Member] | December Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 156 | |
Balance at issuance | 156 | |
Change in fair value presented in the consolidated statements of operations | ||
Change in fair value presented in the Consolidated Statements of Operations | ||
Balance at December 31, 2022 | 156 | |
Payments | ||
May 2022 exchange transaction | ||
Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 1,676 | 202 |
Balance at issuance | 5,562 | 111,536 |
Change in fair value presented in the Consolidated Statements of Operations | (4,879) | (92,218) |
Balance at December 31, 2022 | 1,926 | 1,676 |
May 2022 exchange transaction | (73) | |
Exercises | (431) | (17,726) |
Reclassified to equity | (2) | |
Conversion of series B-2 convertible preferred stock | (46) | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 1 | |
Derivative Financial Instruments, Liabilities [Member] | Derivative Liability Convertible Preferred Stock [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 1 | |
Balance at issuance | ||
Change in fair value presented in the Consolidated Statements of Operations | (1) | |
Balance at December 31, 2022 | 1 | |
Exercises | ||
Reclassified to equity | ||
Derivative Financial Instruments, Liabilities [Member] | May 2022 Public Offering Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 303 | |
Balance at issuance | 18,074 | |
Change in fair value presented in the Consolidated Statements of Operations | (295) | (5,685) |
Balance at December 31, 2022 | 303 | |
May 2022 exchange transaction | ||
Exercises | (7) | (12,086) |
Reclassified to equity | (1) | |
Conversion of series B-2 convertible preferred stock | ||
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | ||
Derivative Financial Instruments, Liabilities [Member] | June 2022 Baker Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 170 | |
Balance at issuance | 70,238 | |
Change in fair value presented in the Consolidated Statements of Operations | (169) | (70,068) |
Balance at December 31, 2022 | 170 | |
May 2022 exchange transaction | ||
Exercises | ||
Reclassified to equity | (1) | |
Conversion of series B-2 convertible preferred stock | ||
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | ||
Derivative Financial Instruments, Liabilities [Member] | December 2022 Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 107 | |
Balance at issuance | 107 | |
Change in fair value presented in the Consolidated Statements of Operations | (107) | |
Balance at December 31, 2022 | 107 | |
May 2022 exchange transaction | ||
Exercises | ||
Reclassified to equity | ||
Conversion of series B-2 convertible preferred stock | ||
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | ||
Derivative Financial Instruments, Liabilities [Member] | February and March 2023 Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | ||
Balance at issuance | 6 | |
Change in fair value presented in the Consolidated Statements of Operations | (6) | |
Balance at December 31, 2022 | ||
Exercises | ||
Reclassified to equity | ||
Derivative Financial Instruments, Liabilities [Member] | Rights [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 1,095 | |
Balance at issuance | 5,556 | |
Change in fair value presented in the Consolidated Statements of Operations | (4,301) | |
Balance at December 31, 2022 | 1,926 | 1,095 |
Exercises | (424) | |
Reclassified to equity | ||
Derivative Financial Instruments, Liabilities [Member] | Convertible Preferred Stock Conversion Feature [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 202 | |
Balance at issuance | ||
Change in fair value presented in the Consolidated Statements of Operations | (83) | |
Balance at December 31, 2022 | ||
May 2022 exchange transaction | (73) | |
Exercises | ||
Conversion of series B-2 convertible preferred stock | (46) | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | ||
Derivative Financial Instruments, Liabilities [Member] | Derivative Liabilities Previously Classifiedas Equity Instruments [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | 1 | |
Balance at issuance | ||
Change in fair value presented in the Consolidated Statements of Operations | ||
Balance at December 31, 2022 | 1 | |
May 2022 exchange transaction | ||
Exercises | ||
Conversion of series B-2 convertible preferred stock | ||
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 1 | |
Derivative Financial Instruments, Liabilities [Member] | January 2022 Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | ||
Balance at issuance | 4,562 | |
Change in fair value presented in the Consolidated Statements of Operations | (4,562) | |
Balance at December 31, 2022 | ||
May 2022 exchange transaction | ||
Exercises | ||
Conversion of series B-2 convertible preferred stock | ||
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | ||
Derivative Financial Instruments, Liabilities [Member] | March 2022 Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | ||
Balance at issuance | 6,025 | |
Change in fair value presented in the Consolidated Statements of Operations | (6,025) | |
Balance at December 31, 2022 | ||
May 2022 exchange transaction | ||
Exercises | ||
Conversion of series B-2 convertible preferred stock | ||
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | ||
Derivative Financial Instruments, Liabilities [Member] | May 2022 Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | ||
Balance at issuance | 1,613 | |
Change in fair value presented in the Consolidated Statements of Operations | (1,613) | |
Balance at December 31, 2022 | ||
May 2022 exchange transaction | ||
Exercises | ||
Conversion of series B-2 convertible preferred stock | ||
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | ||
Derivative Financial Instruments, Liabilities [Member] | May 2022 Public Offering Pre-Funded Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | ||
Balance at issuance | 4,633 | |
Change in fair value presented in the Consolidated Statements of Operations | ||
Balance at December 31, 2022 | ||
May 2022 exchange transaction | ||
Exercises | (4,633) | |
Conversion of series B-2 convertible preferred stock | ||
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | ||
Derivative Financial Instruments, Liabilities [Member] | Purchase Rights [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at December 31, 2021 | $ 1,095 | |
Balance at issuance | 6,284 | |
Change in fair value presented in the Consolidated Statements of Operations | (4,182) | |
Balance at December 31, 2022 | 1,095 | |
May 2022 exchange transaction | ||
Exercises | (1,007) | |
Conversion of series B-2 convertible preferred stock | ||
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Narrative) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Revenue from cumulative net sales | $ 100,000 | ||
Change in fair value of financial instruments | (6,776) | $ (72,993) | |
Retained Earnings (Accumulated Deficit) | (888,699) | $ (938,694) | |
Convertible and Redeemable Preferred Stock [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Retained Earnings (Accumulated Deficit) | $ 200 | ||
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 | 0.050 | ||
Baker Bros. Notes [Member] | Measurement Input, Discount Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, measurement input | 0.150 | ||
Senior Subordinated Notes [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Change in fair value of financial instruments | $ 800 |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Operating lease expense | $ 826 | $ 1,693 |
Research and Development Expense [Member] | ||
Loss Contingencies [Line Items] | ||
Operating lease expense | 127 | 210 |
Selling and Marketing Expense [Member] | ||
Loss Contingencies [Line Items] | ||
Operating lease expense | 360 | 886 |
General and Administrative Expense [Member] | ||
Loss Contingencies [Line Items] | ||
Operating lease expense | $ 339 | $ 597 |
Schedule of Lease Term and Disc
Schedule of Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted Average Remaining Lease Term (in years) | 9 months | 2 years 8 months 4 days |
Weighted Average Discount Rate | 12% | 12% |
Schedule of Operating Lease Mat
Schedule of Operating Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Year ending December 31, 2024 | $ 47 | |
Year ending December 31, 2025 | 62 | |
Year ending December 31, 2026 | 5 | |
Total lease payments | 114 | |
Less imputed interest | (9) | |
Total | $ 105 | $ 5,400 |
Schedule of Supplement Cash Out
Schedule of Supplement Cash Outflows in Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash outflows in operating leases | $ 1,524 | $ 2,639 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 27, 2022 USD ($) ft² | Jan. 01, 2021 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2022 | Sep. 30, 2023 Integer | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 20, 2023 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 | $ 580,000 | $ 1,207,000 | ||||||||||
Square footage | ft² | 8,816 | 24,474 | ||||||||||
Operating lease right-of-use assets | 106,000 | 4,406,000 | $ 3,300,000 | |||||||||
Operating lease liabilities | 8,000 | 3,133,000 | 4,200,000 | |||||||||
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 | 300,000 | 600,000 | ||||||||||
Purchase obligation, purchases during the period | 0 | 1,000,000 | ||||||||||
Accounts payable, trade | $ 2,100,000 | |||||||||||
Percentage of accounts payable trade | 90% | |||||||||||
Accrued expenses | $ 4,227,000 | 4,124,000 | ||||||||||
Rush License Agreement [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Royalty cost | 700,000 | 1,100,000 | ||||||||||
Accrued expenses | $ 1,100,000 | 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 | $ 800,000 | ||||||||||
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 | |||||||||||
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] | ||||||||||||
Lessee, Operating Lease, Term of Contract | 24 months | |||||||||||
Lessee operating lease extended lease term | 12 months | |||||||||||
Lease Contract Term One [Member] | Vehicles [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Lessee, Operating Lease, Term of Contract | 24 months | |||||||||||
Lease Contract Term [Member] | Vehicles [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Lessee, Operating Lease, Term of Contract | 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 | Feb. 17, 2023 | Dec. 21, 2022 | Jun. 28, 2022 | May 24, 2022 | May 04, 2022 | Mar. 01, 2022 | Jan. 31, 2022 | Jun. 09, 2020 | Apr. 24, 2020 | Jun. 10, 2019 | Apr. 11, 2019 | May 24, 2018 | Jun. 11, 2014 | Dec. 31, 2023 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Class of warrant or right outstanding | 21,053,694 | ||||||||||||||||||
Exercise price | $ 2.43 | ||||||||||||||||||
Common Warrants [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Class of warrant or right outstanding | 12,721,893 | 799,999 | 164,848 | 615,384 | 258,584 | 130,461 | 49,227 | 582,886 | 894,194 | 6,666 | 8,303 | 8,003 | 1,092 | 1,639 | 1,480 | 888 | 451 | 4 | |
Exercise price | $ 0.0615 | $ 0.0615 | $ 0.0615 | $ 0.0615 | $ 0.0615 | $ 0.0615 | $ 0.0615 | $ 0.0615 | $ 0.0615 | $ 309.56 | $ 897.56 | $ 735 | $ 0.0615 | $ 0.0615 | $ 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 | 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) | Dec. 31, 2023 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Common stock reserved upon exercise of stock options outstanding | 3,747 |
Common stock reserved upon exercise of common stock warrants | 21,053,694 |
Common stock reserved for the exercise of purchase rights | 385,312,084 |
Common stock reserved for conversion of convertible notes | 616,497,236 |
Number of shares available for grant | 30,472,989 |
Common stock reserved for the conversion of Series F-1 Shares | 370,731,708 |
Common stock capital shares reserved for future issuance | 1,424,078,365 |
Employee Stock Purchase Plan 2019 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares available for grant | 509 |
Amended and Restated 2014 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares available for grant | 5,789 |
Inducement Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares available for grant | 609 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 21, 2023 shares | Aug. 07, 2023 USD ($) $ / shares shares | Sep. 15, 2022 shares | Aug. 15, 2022 USD ($) $ / shares shares | Jul. 18, 2022 USD ($) $ / shares shares | Jun. 08, 2022 USD ($) $ / shares shares | May 18, 2022 USD ($) 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 | Dec. 31, 2023 USD ($) Integer $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 11, 2023 $ / shares shares | Sep. 27, 2023 $ / shares shares | Dec. 16, 2022 $ / shares shares | Oct. 03, 2022 $ / shares | May 04, 2022 USD ($) shares | Apr. 25, 2022 $ / shares | Mar. 31, 2022 $ / shares shares | Jan. 31, 2022 $ / shares shares | Dec. 15, 2021 $ / shares shares | Apr. 30, 2020 $ / shares shares | |
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 2.43 | ||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 290,000 | $ 25,211,000 | |||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Benefical ownership limitation | 4.99% | ||||||||||||||||||||||||
Benefical ownership limitation | 19.99% | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.01 | ||||||||||||||||||||||||
Warrants to purchase up | 21,053,694 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Temporary equity, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Exchange agreement, number of B2 convertible shares to be redeemed | 2,100 | ||||||||||||||||||||||||
Exchange agreement, number of convertible shares to be redeemed | 1,700 | ||||||||||||||||||||||||
Redemption premium percentage | 25% | ||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 0 | 0 | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | $ | $ 1,800,000 | ||||||||||||||||||||||||
Warrants outstanding | 370,731,708 | ||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.0615 | ||||||||||||||||||||||||
Common stock capital share reserved for future issuance | 385,312,084 | ||||||||||||||||||||||||
Purchase rights to purchase common stock | 1,424,071,458 | 24,653,925 | |||||||||||||||||||||||
Rights [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Purchase rights to purchase common stock | 385,312,084 | 4,490,202 | |||||||||||||||||||||||
Adjuvant and May 2022 Notes [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Aggregate purchase rights | 942,080 | ||||||||||||||||||||||||
A 360 Media LLC Agreement For Services [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Service agreement, cash option | $ | $ 1,142,048 | ||||||||||||||||||||||||
Issued for services | 22,558 | ||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 50.63 | ||||||||||||||||||||||||
Series F-1 Common Stock [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Warrants to purchase up | 9,972,074 | ||||||||||||||||||||||||
Conversion of stock, shares issued | 613 | ||||||||||||||||||||||||
Series B-1 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Stock issued during convertible securities | 4,232 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Temporary equity, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Temporary equity stated value per share | $ / shares | $ 1,000 | ||||||||||||||||||||||||
Exchange agreement, aggregate principal amount redeemed | $ | $ 4,800,000 | ||||||||||||||||||||||||
Exchange agreement, number of warrants to be issued | 6,666 | ||||||||||||||||||||||||
Series E-1 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Preferred stock, shares authorized | 2,300 | 95,000 | |||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.40 | $ 0.0615 | $ 0.0635 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 1,800,000 | ||||||||||||||||||||||||
Dividend | $ | $ 100,000 | ||||||||||||||||||||||||
Series F One Shares [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Warrants outstanding | 22,280 | ||||||||||||||||||||||||
Series F-1 Convertible and Redeemable Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 22,280 | ||||||||||||||||||||||||
Preferred stock, convertible shares issuable | 21,667 | ||||||||||||||||||||||||
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] | |||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.13 | ||||||||||||||||||||||||
Stock issued during convertible securities | 730,997 | ||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 587.50 | $ 1,181.25 | |||||||||||||||||||||||
Warrants outstanding | 613 | ||||||||||||||||||||||||
Issued for services | 18,547 | 53,908 | |||||||||||||||||||||||
Aggregate purchase rights | 16,739 | ||||||||||||||||||||||||
Preferred Stock [Member] | Series E-1 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 1,800 | ||||||||||||||||||||||||
Preferred Stock [Member] | Series F-1 Convertible and Redeemable Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 22,280 | ||||||||||||||||||||||||
Prefunded Warrants [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.0010 | ||||||||||||||||||||||||
Warrants to purchase up | 4,807,692 | ||||||||||||||||||||||||
Unregistered Shares [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Service agreement, cash option | $ | $ 1,409,858 | $ 860,119 | |||||||||||||||||||||||
Issued for services | 12,802 | 53,908 | |||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 110.13 | $ 46.38 | |||||||||||||||||||||||
May 2022 Public Offering [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 568,000 | ||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 93.75 | ||||||||||||||||||||||||
Debt instrument convertible threshold percentage of stock price trigger minimum | 4.99% | ||||||||||||||||||||||||
Debt instrument convertible threshold percentage of stock price trigger maximum | 19.99% | ||||||||||||||||||||||||
Registered Direct Offering [Member] | Series B-1 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Sale of stock 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 | ||||||||||||||||||||||||
Sale of stock 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] | |||||||||||||||||||||||||
Sale of stock 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 | ||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Seven Knots LLC [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Sale of stock number of shares issued in transaction | 15,714 | ||||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 7,400,000 | ||||||||||||||||||||||||
Baker Warrants [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.0615 | ||||||||||||||||||||||||
Prefunded Warrants [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 102,680 | ||||||||||||||||||||||||
Warrant 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] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by each warrant or right | 282,518 | ||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 25,200,000 | ||||||||||||||||||||||||
June 2022 Baker Warrants [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 582,886 | ||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 93.75 | 0.0615 | |||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Benefical ownership limitation | 4.99% | ||||||||||||||||||||||||
Benefical ownership limitation | 19.99% | ||||||||||||||||||||||||
May 2022 Public Offering Warrants [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 362,640 | ||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 93.75 | $ 0.0615 | |||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||
May 2022 Public Offering Pre-Funded Warrants [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 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] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 102,680 | ||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.125 | ||||||||||||||||||||||||
Baker Bros Purchase Agreement [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 2,732 | ||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 4,575 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 8,303 | 8,003 | |||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 897.56 | $ 735 | |||||||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 6,666 | ||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 309.56 | ||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||
Security Purchase Agreement [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 1,152,122 | ||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.0615 | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 2.50 | ||||||||||||||||||||||||
Security Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 22,189,349 | ||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 1.25 | ||||||||||||||||||||||||
Class of warrant or right, number of securities called by each warrant or right | 2,615,383 | ||||||||||||||||||||||||
Common Stock Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Stock sale agreement, authorized amount | $ | $ 50,000,000 | ||||||||||||||||||||||||
Commitment fee | 1,025 | ||||||||||||||||||||||||
Exchange Agreements [Member] | |||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | Integer | 380,821,882 | ||||||||||||||||||||||||
[custom:LossOnIssuanceOfFinancialInstruments] | $ | $ 4,300,000 | ||||||||||||||||||||||||
Common stock capital share reserved for future issuance | 16,534,856 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expense Related to Stock Options (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 1,189 | $ 3,313 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 117 | 553 |
Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 188 | 497 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 884 | $ 2,263 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Options, Outstanding | 5,672 | |
Weighted Average Exercise Price, Outstanding | $ 7,761.25 | |
Weighted Average Remaining Contractual Term, Outstanding | 6 years 3 months 18 days | 5 years 1 month 6 days |
Aggregate Intrinsic Value, Outstanding | ||
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Granted | ||
Aggregate Intrinsic Value, Granted | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Aggregate Intrinsic Value, Exercised | ||
Weighted Average Exercise Price, Forfeited | (1,925) | |
Weighted Average Exercise Price, Forfeited | $ 9,363.75 | |
Aggregate Intrinsic Value, Forfeited | ||
Options, Outstanding | 3,747 | 5,672 |
Weighted Average Exercise Price, Outstanding | $ 6,950 | $ 7,761.25 |
Aggregate Intrinsic Value, Outstanding | ||
Options expected to vest | 3,747 | |
Weighted Average Exercise Price, Options expected to vest | $ 6,950 | |
Weighted Average Remaining Contractual Term, Options expected to vest | 6 years 3 months 18 days | |
Aggregate Intrinsic Value, Options expected to vest | ||
Options vested and exercisable | 3,153 | |
Weighted Average Exercise Price, Options vested and exercisable | $ 7,798.75 | |
Weighted Average Remaining Contractual Term, Options vested and exercisable | 6 years 1 month 6 days | |
Aggregate Intrinsic Value, Options vested and exercisable | ||
Weighted average grant date fair value per share of options granted during the period (in usd per share) | $ 645 | |
Cash received from options exercised during the period | ||
Intrinsic value of options exercised during the period |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 102.50% |
Risk-free interest rate | 2% |
Expected dividend yield | |
Expected term (years) | 6 years |
Employee Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 177.20% |
Risk-free interest rate | 2.30% |
Expected dividend yield | |
Expected term (years) | 6 months |
Schedule of Restricted Stock Aw
Schedule of Restricted Stock Awards (Details) - Restricted Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted Stock Awards, Unvested | ||
Weighted Average Fair Value Per Share, Unvested | ||
Restricted Stock Awards, Granted | 1,258 | |
Weighted Average Fair Value Per Share, Granted | 917.50 | |
Restricted Stock Awards, Forfeited | (1,258) | |
Weighted Average Fair Value Per Share, Forfeited | 917.50 | |
Restricted Stock Awards, Released | ||
Weighted Average Fair Value Per Share, Released | ||
Restricted Stock Awards, Unvested | ||
Weighted Average Fair Value Per Share, Unvested |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |||||
Feb. 16, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | May 07, 2019 | Jul. 24, 2018 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Noncash stock-based compensation expense | $ 1,189,000 | $ 3,313,000 | ||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 1,100,000 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | |||||
Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Performance-based shares | ||||||
Stock-based compensation expense | $ 0 | |||||
2012 Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based payment award, expiration period | 10 years | |||||
2012 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based payment award, vesting period | 4 years | |||||
Share-based payment award, vesting percentage | 25% | |||||
2012 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based payment award, vesting period | 3 years | |||||
Share-based payment award, vesting percentage | 25% | |||||
Amended and Restated 2014 Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of common stock issued and outstanding | 4% | |||||
Inducement Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based payment award, number of shares authorized | 666 | |||||
Employee Stock Purchase Plan 2019 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 601,000 | |||||
Employee Stock Purchase Plan 2019 [Member] | Employee Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of common stock issued and outstanding | 2% | |||||
Common stock reserved for future issuance | 133 | 266 | ||||
Authorized issuance of common stock | 533 | |||||
Employee stock purchase plan percentage of employees salary minimum | 1% | |||||
Employee stock purchase plan percentage of employees salary maximum | 15% | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 85% | |||||
Fair market value | $ 25,000 | |||||
Noncash stock-based compensation expense | $ 100,000 |
Employee Benefits (Details Narr
Employee Benefits (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan period participation | 3 months | |
Defined contribution percent | 3% | |
Defined contribution amount | $ 0.2 | $ 0.6 |
Schedule of Consolidated Pretax
Schedule of Consolidated Pretax Loss from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
US | $ 52,996 | $ (76,654) |
Total | $ 52,996 | $ (76,654) |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
US | ||
State | (17) | (44) |
Total current tax provision | (17) | (44) |
Total deferred tax provision | ||
Total | $ (17) | $ (44) |
Schedule of Effective Tax Rate
Schedule of Effective Tax Rate on Loss from Continuing Operations and the Statutory Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21% | 21% |
State income tax, net of federal benefit | (0.39%) | 2.12% |
Nondeductible expenses | 0.23% | (0.41%) |
Equity-based expenses | 3.04% | (1.82%) |
Change in fair value of purchase rights | (1.93%) | 22.60% |
Change in fair value of financial instruments | (27.17%) | (20.00%) |
Return to provision | 0.18% | (0.47%) |
Tax credits | (0.44%) | 1.41% |
Uncertain tax positions | 0.12% | (0.39%) |
Change in valuation allowance | 5.37% | (24.11%) |
Effective tax rate | (0.01%) | (0.07%) |
Schedule of Net Deferred Tax As
Schedule of Net Deferred Tax Assets arising from its Taxable Subsidiaries (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net loss carryforwards | $ 130,746 | $ 126,056 |
Fixed assets and intangibles | 246 | 338 |
Research and development capitalization | 4,067 | 4,951 |
Research and development credits | 6,320 | 6,136 |
Stock-based compensation | 2,513 | 3,367 |
Other | 1,098 | 2,247 |
Total deferred tax assets | 144,990 | 143,095 |
Deferred tax liabilities | ||
Lease assets | (22) | (1,011) |
Fixed assets | (156) | (113) |
Other | (27) | (29) |
Less: valuation allowance | (144,785) | (141,942) |
Net deferred tax assets |
Schedule of Activity related to
Schedule of Activity related to the Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the year | $ 2,988 | $ 2,679 |
Adjustments related to prior year tax positions | 55 | 5 |
Increases related to current year tax positions | 8 | 304 |
Decreases due to statute of limitation expiration | ||
Balance at end of year | $ 3,051 | $ 2,988 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | Dec. 31, 2023 USD ($) |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 569.4 |
Tax Credit Carryforward, Amount | 6.4 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 226.8 |
Tax Credit Carryforward, Amount | $ 2.5 |
Out of Period Adjustments (Deta
Out of Period Adjustments (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Derivative liabilities | $ 1,926 | $ 1,676 | |
Additional paid in capital | (823,036) | (817,367) | |
Accumulated other comprehensive income | (849) | 49,527 | |
Accumulated deficit | $ 888,699 | $ 938,694 | |
Revision of Prior Period, Reclassification, Adjustment [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Derivative liabilities | $ 5,400 | ||
Additional paid in capital | 5,800 | ||
Accumulated other comprehensive income | 900 | ||
Accumulated deficit | $ 400 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Apr. 30, 2024 | Feb. 29, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 15, 2021 |
Subsequent Event [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Subsequent Event [Member] | Series F One Preferred Stock [Member] | Merger Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Repurchased During Period, Shares | 1,500 | 2,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Payments for Repurchase of Preferred Stock and Preference Stock | $ 1.5 | $ 2 |