Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36754 | |
Entity Registrant Name | EVOFEM BIOSCIENCES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8527075 | |
Entity Address, Address Line One | 12400 High Bluff Drive | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92130 | |
City Area Code | 858 | |
Local Phone Number | 550-1900 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,713,254 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001618835 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | EVFM | |
Security Exchange Name | NASDAQ | |
Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series A Preferred Stock Purchase Rights, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
No Trading Symbol Flag | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,761 | $ 7,732 |
Restricted cash | 4,171 | 5,056 |
Trade accounts receivable, net | 4,416 | 6,449 |
Inventories | 5,386 | 7,674 |
Prepaid and other current assets | 4,626 | 3,229 |
Total current assets | 21,360 | 30,140 |
Property and equipment, net | 5,518 | 5,774 |
Operating lease right-of-use assets | 4,987 | 5,395 |
Other noncurrent assets | 2,706 | 1,203 |
Total assets | 34,571 | 42,512 |
Current liabilities: | ||
Accounts payable | 14,041 | 10,316 |
Term notes payable | 267 | 0 |
Accrued expenses | 9,749 | 8,370 |
Accrued compensation | 5,123 | 4,653 |
Operating lease liabilities – current | 2,218 | 2,332 |
Derivative liabilities | 7,842 | 202 |
Other current liabilities | 1,414 | 2,864 |
Total current liabilities | 154,474 | 137,663 |
Operating lease liabilities – noncurrent | 4,059 | 4,424 |
Total liabilities | 158,533 | 142,087 |
Commitments and contingencies (Note 7) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no preferred stock issued and outstanding at March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 12,322,049 and 10,833,308 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 1 | 1 |
Additional paid-in capital | 759,197 | 751,275 |
Accumulated other comprehensive income | 5,270 | 5,089 |
Accumulated deficit | (892,568) | (860,680) |
Total stockholders’ equity deficit | (128,100) | (104,315) |
Total liabilities, convertible and redeemable preferred stock and stockholders’ deficit | 34,571 | 42,512 |
B-1 Convertible Preferred Stock | ||
Convertible and redeemable preferred stock, $0.0001 par value | ||
Convertible and redeemable preferred stock | 0 | 0 |
Series B-2 Convertible Preferred Stock | ||
Convertible and redeemable preferred stock, $0.0001 par value | ||
Convertible and redeemable preferred stock | 2,521 | 4,740 |
Series C Convertible Preferred Stock | ||
Convertible and redeemable preferred stock, $0.0001 par value | ||
Convertible and redeemable preferred stock | 1,617 | 0 |
Baker Notes | ||
Current liabilities: | ||
Convertible notes payable | 86,089 | 81,717 |
Adjuvant Notes | ||
Current liabilities: | ||
Convertible notes payable | $ 27,731 | $ 27,209 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 12,322,049 | 10,833,308 |
Common stock, shares outstanding (in shares) | 12,322,049 | 10,833,308 |
B-1 Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 5,000 | 5,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B-2 Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 5,000 | 5,000 |
Convertible preferred stock, shares issued (in shares) | 2,650 | 5,000 |
Convertible preferred stock, shares outstanding (in shares) | 2,650 | 5,000 |
Series C Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 1,700 | 0 |
Convertible preferred stock, shares issued (in shares) | 1,700 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 1,700 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Product [Member] | Product [Member] |
Product sales, net | $ 4,251 | $ 1,105 |
Operating expenses: | ||
Cost, Product and Service [Extensible Enumeration] | Product [Member] | Product [Member] |
Cost of goods sold | $ 1,066 | $ 506 |
Research and development | 10,391 | 7,262 |
Selling and marketing | 12,705 | 30,525 |
General and administrative | 9,018 | 7,684 |
Total operating expenses | 33,180 | 45,977 |
Loss from operations | (28,929) | (44,872) |
Other income (expense): | ||
Interest income | 1 | 7 |
Other expense | (471) | (1,145) |
Loss on issuance of financial instruments | (852) | 0 |
Change in fair value of financial instruments | (1,634) | (142) |
Total other expense, net | (2,956) | (1,280) |
Loss before income tax | (31,885) | (46,152) |
Income tax (expense) benefit | (3) | 1 |
Net loss | (31,888) | (46,151) |
Convertible preferred stock deemed dividends | (81) | 0 |
Net loss attributable to common stockholders basic | (31,969) | (46,151) |
Net loss attributable to common stockholders diluted | $ (31,969) | $ (46,151) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (2.88) | $ (8.46) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (2.88) | $ (8.46) |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 11,092,862 | 5,456,221 |
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares) | 11,092,862 | 5,456,221 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (31,888) | $ (46,151) |
Other comprehensive income: | ||
Change in fair value of financial instruments attributed to credit risk change | 181 | 0 |
Comprehensive loss | $ (31,707) | $ (46,151) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE AND REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Series B Convertible and Redeemable Preferred Stock | Series C Convertible and Redeemable Preferred Stock |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Exchange of series B-2 convertible preferred stock to series C convertible preferred stock | $ 0 | ||||||
Convertible preferred stock deemed dividends | 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 5,423,387 | ||||||
Beginning balance at Dec. 31, 2020 | 1,347 | $ 1 | $ 656,834 | $ 0 | $ (655,488) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (in shares) | 1,142,857 | ||||||
Issuance of common stock | 27,709 | $ 0 | 27,709 | ||||
Restricted stock awards issued (in shares) | 118,166 | ||||||
Change in fair value of financial instruments attributed to credit risk change | 0 | ||||||
Shares withheld to cover taxes related to vesting of restricted stock awards (in shares) | (176) | ||||||
Shares withheld to cover taxes related to vesting of restricted stock awards | (7) | (7) | |||||
Stock-based compensation | 3,464 | 3,464 | |||||
Net loss | (46,151) | (46,151) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 6,684,234 | ||||||
Ending balance at Mar. 31, 2021 | (13,638) | $ 1 | 688,000 | 0 | (701,639) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 5,000 | 0 | |||||
Beginning balance at Dec. 31, 2021 | $ 4,740 | $ 0 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Conversion of series B-2 convertible preferred stock (in shares) | (650) | ||||||
Conversion of series B-2 convertible preferred stock | $ (619) | ||||||
Exchange of series B-2 convertible preferred stock (in shares) | 1,700 | 1,700 | |||||
Exchange of series B-2 convertible preferred stock to series C convertible preferred stock | 1,616 | $ (1,616) | $ 1,616 | ||||
Convertible preferred stock deemed dividends | 81 | 81 | $ 16 | $ 1 | |||
Ending balance (in shares) at Mar. 31, 2022 | 2,650 | 1,700 | |||||
Ending balance at Mar. 31, 2022 | $ 2,521 | $ 1,617 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 10,833,308 | ||||||
Beginning balance at Dec. 31, 2021 | (104,315) | $ 1 | 751,275 | 5,089 | (860,680) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (in shares) | 1,209,098 | ||||||
Issuance of common stock | 5,400 | $ 0 | 5,400 | ||||
Conversion of series B-2 convertible preferred stock (in shares) | 122,310 | ||||||
Conversion of series B-2 convertible preferred stock | 708 | 708 | |||||
Restricted stock awards issued (in shares) | 157,333 | ||||||
Change in fair value of financial instruments attributed to credit risk change | 181 | 181 | |||||
Modification of the Baker Warrants | 828 | 828 | |||||
Stock-based compensation | 1,067 | 1,067 | |||||
Net loss | (31,888) | (31,888) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 12,322,049 | ||||||
Ending balance at Mar. 31, 2022 | $ (128,100) | $ 1 | $ 759,197 | $ 5,270 | $ (892,568) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (31,888) | $ (46,151) |
Adjustments to reconcile net loss to net cash, cash equivalents and restricted cash used in operating activities: | ||
Loss on issuance of financial instruments | 852 | 0 |
Change in fair value of financial instruments | 1,634 | 142 |
Baker Warrants modification | 828 | 0 |
Stock-based compensation | 1,067 | 3,464 |
Depreciation | 265 | 195 |
Noncash lease expenses | 395 | 330 |
Noncash interest expenses | 523 | 1,152 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,033 | (1,847) |
Inventories | 755 | (1,676) |
Prepaid and other assets | (1,036) | 13,606 |
Accounts payable | 3,735 | (4,647) |
Accrued expenses and other liabilities | (85) | 4,713 |
Accrued compensation | 469 | (3,510) |
Operating lease liabilities | (466) | (229) |
Net cash, cash equivalents and restricted cash used in operating activities | (20,919) | (34,458) |
Cash flows from investing activities: | ||
Proceeds from sale of Softcup line of business | 0 | 250 |
Purchases of property and equipment | (66) | (956) |
Net cash, cash equivalents and restricted cash used in investing activities | (66) | (706) |
Cash flows from financing activities: | ||
Borrowings under term notes | 10,000 | 0 |
Cash paid for financing costs | (351) | (37) |
Payments of tax withholdings related to vesting of restricted stock awards | 0 | (7) |
Net cash, cash equivalents and restricted cash provided by financing activities | 15,129 | 28,006 |
Net change in cash, cash equivalents and restricted cash | (5,856) | (7,158) |
Cash, cash equivalents and restricted cash, beginning of period | 13,588 | 72,251 |
Cash, cash equivalents and restricted cash, end of period | 7,732 | 65,093 |
Supplemental disclosure of noncash investing and financing activities: | ||
Financing costs included in accounts payable and accrued expenses | 61 | 304 |
Receivable from issuance of common stock - Stock Purchase Agreement | 331 | 0 |
Purchases of property and equipment included in accounts payable and accrued expenses | 57 | 519 |
Conversion of series B-2 convertible preferred stock to common stock | 644 | 0 |
Exchange of series B-2 convertible preferred stock to series C convertible preferred stock | 1,616 | 0 |
Stock Purchase Agreement | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 5,480 | 0 |
Public Offering | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | $ 0 | $ 28,050 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Evofem is a San Diego-based, commercial-stage biopharmaceutical company committed to developing and commercializing innovative products to address unmet needs in women’s sexual and reproductive health, including hormone-free, woman-controlled contraception and protection from certain sexually transmitted infections (STIs). The Company’s first commercial product, Phexxi ® (lactic acid, citric acid, and potassium bitartrate) vaginal gel (Phexxi), was approved by the Food and Drug Administration (FDA) on May 22, 2020 and is the first and only FDA-approved, hormone-free, woman-controlled, on-demand prescription contraceptive gel for women. The Company commercially launched Phexxi in September 2020. Phexxi is currently being evaluated for two potential new indications, the prevention of urogenital chlamydia and gonorrhea in women – two of the most pervasive STIs in the United States. Currently, there are no FDA-approved prescription products for the prevention of either of these dangerous infections. In 2020, we initiated our confirmatory Phase 3 clinical trial of Phexxi for these potential indications (EVOGUARD) . Basis of Presentation and Principles of Consolidation The Company prepared the unaudited interim condensed consolidated financial statements included in this Quarterly Report in accordance with accounting principles generally accepted (GAAP) in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) related to quarterly reports on Form 10-Q. The Company’s financial statements are presented on a consolidated basis, which include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The unaudited interim condensed consolidated financial statements do not include all information and disclosures required by GAAP for annual audited financial statements and should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2021 included in its Annual Report on Form 10-K as filed with the SEC on March 10, 2022 (the 2021 Audited Financial Statements). The unaudited interim condensed consolidated financial statements included in this report have been prepared on the same basis as the Company’s audited consolidated financial statements and include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations, cash flows, and statements of convertible and redeemable preferred stock and stockholders’ deficit for the periods presented. The results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full year. The condensed consolidated balance sheet as of December 31, 2021 was derived from the 2021 Audited Financial Statements. Reverse stock split On May 4, 2022, the Company’s shareholders approved a 1-for-15 reverse stock split. On May 5, 2022, the reverse stock split became effective. The interim condensed consolidated financial statements are retrospectively adjusted for this reverse stock split. See Note 10- Subsequent Events for further discussions on subsequent events. Risks, Uncertainties and Going Concern The Company is susceptible to risks and uncertainties associated with the COVID-19 pandemic, which is affecting its employees, customers, communities, and business operations, as well as the U.S. and global economies and financial markets. Any disruptions in the commercialization of Phexxi and/or the completion of the Company's clinical trials, data analysis or readouts and/or any disruption in its supply chain could have a material adverse effect on its business, results of operations and financial condition. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and/or financial condition will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the success of ongoing COVID-19 vaccination efforts, the emergence, prevalence and strength of variant strains, and the actions taken to contain or treat the disease, as well as the economic impact on local, regional, national and international markets. The COVID-19 pandemic has slowed the Company’s ability to generate product sales of Phexxi due to reduced access to medical offices and HCPs. The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities, in the normal course of business, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. The Company’s principal operations have been related to research and development, including the development of Phexxi, and to its commercially related sales and marketing efforts. Additional activities have included raising capital, recruiting personnel, and establishing and maintaining a corporate infrastructure to support a commercial product. The Company has incurred operating losses and negative cash flows from operating activities since inception. In the first quarter of 2022, as described in Note 4- Debt and Note 8- Stockholders' Deficit , the Company received gross proceeds of approximately $10.0 million from the sale of notes and warrants in two registered direct offerings, and net proceeds of approximately $5.7 million (including $5.4 million in cash and cash equivalents and $0.3 million in other receivables) from the sale and issuance of common stock pursuant to the Stock Purchase Agreement (as defined below). As of March 31, 2022, the Company had cash and cash equivalents of $2.8 million, $3.8 million in restricted cash from the Adjuvant Notes (as defined in Note 4- Debt ) that is available for use, a working capital deficit of $133.1 million and an accumulated deficit of $892.6 million. The Company is subject to risks common to other life science companies in the development and early commercial stage including, but not limited to, uncertainty regarding the commercial success of Phexxi and the outcome of its pipeline program evaluating Phexxi for the prevention of chlamydia and gonorrhea; potential disruption of its research and development and commercialization activities as a result of the COVID-19 pandemic; lack of marketing and sales history; potential development by its competitors of new and competitive technological innovations; dependence on key personnel; market acceptance of Phexxi or any other future approved products, if any; product liability; protection of proprietary technology; ability to raise additional funds through financings; ability to comply with debt covenants in its debt arrangements; and compliance with FDA and other government regulations, including post marketing regulations. Management’s plans to meet its cash flow needs in the next 12 months include generating recurring product revenue and obtaining additional funding such as through the issuance of its capital stock, non-dilutive financings, or through collaborations or partnerships with other companies and negotiating possible amendments to our current agreements. The Company’s common stock is listed on the Nasdaq Capital Market, which imposes, among other requirements, a minimum $1.00 per share bid price requirement (the Bid Price Requirement) for continued inclusion on The Nasdaq Capital Market (Nasdaq). The closing bid price for the Company’s common stock must remain at or above $1.00 per share to comply with the Bid Price Requirement for continued listing. From July 12, 2021 until May 5, 2022, the closing bid price for the Company’s common stock was below $1.00 per share. On August 23, 2021, the Company received a deficiency letter from the Staff of Nasdaq (the Staff) notifying it that, for the preceding 30 consecutive trading days, the closing bid price for shares of its common stock was below the minimum $1.00 per share requirement and that the Company had failed to comply with the Bid Price Requirement. In accordance with Nasdaq rules, the Company was provided until February 21, 2022 (the Compliance Date) to regain compliance with the Bid Price Requirement. The Company did not evidence compliance with the Bid Price Requirement by the Compliance Date and, as a result, the Staff notified it on February 22, 2022 that shares of its common stock were subject to delisting unless the Company timely requested a hearing before the Nasdaq Hearings Panel. The Company timely requested a hearing, and the hearing was held on March 31, 2022. On April 6, 2022, the Company received a notice (the Notice) indicating that the Panel determined to grant the Company an extension through May 20, 2022 to evidence compliance with the Bid Price Requirement, subject to a requirement that the Company obtain stockholder approval for a reverse stock split at its annual meeting on May 4, 2022 (as described in more detail below). The Company obtained stockholder approval for the reverse stock split at its annual meeting on May 4, 2022, and, as noted above, effected the reverse stock split on May 5, 2022. According to the Notice, if at any time before May 20, 2022, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide written notification that the Company has achieved compliance with the Bid Price Requirement and the common stock will continue to be eligible for listing on the Nasdaq Capital Market. If, however, compliance with the Bid Price Requirement cannot be demonstrated by May 20, 2022, the Staff will provide written notification that the Company’s common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Panel. There can be no assurance that, if the Company does appeal the Staff’s delisting determination to the Panel, such appeal would be successful. Delisting of the Company’s shares from the Nasdaq Capital Market would likely result in an event of default under the Company’s existing debt arrangements, make shares of the Company’s common stock less liquid and make it more difficult for the Company to raise funds when and as needed to fund its operations. While the Company has recognized limited revenues since the launch of Phexxi in September 2020, the Company anticipates it will continue to incur net losses for the foreseeable future. According to management estimates, liquidity resources as of March 31, 2022 are not sufficient to maintain the Company’s cash flow needs for the twelve months from the date of issuance of these condensed consolidated financial statements. 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. If the Company is not able to obtain the required funding in the near term, through equity or debt financings or other means, or is unable to obtain funding on terms favorable to the Company, there will be a material adverse effect on commercialization and development operations and the Company's 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 reductions in spending, including spending in connection with its commercialization activities, extend payment terms with suppliers, liquidate assets where possible at a potentially lower amount than as recorded in the condensed consolidated financial statements, suspend or curtail planned operations or cease operations entirely. Any of these could materially and adversely affect the Company's liquidity, financial condition and business prospects, and the Company would not be able to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the notes thereto. S ignificant estimates affecting amounts reported or disclosed in the condensed consolidated financial statements include, but are not limited to: the assumptions used in measuring the revenue gross-to-net variable consideration items, the trade accounts receivable credit loss reserve estimate, the discount rate used in estimating the fair value of the lease right - of - use (ROU) assets and lease liabilities, the assumptions used in estimating the fair value of notes, derivative liabilities, warrants and purchase rights issued, the useful lives of property and equipment, the recoverability of long-lived assets, inventory reserves, clinical trial accruals, the assumptions used in estimating the fair value of stock-based compensation expense and in assessing the probability of achieving certain milestones associated with the performance-based restricted stock awards (performance-based RSAs). These assumptions are more fully described in Note 3- Revenue , Note 4- Debt , Note 6- Fair Value of Financial Instruments , Note 7- Commitments and Contingencies , and Note 9- Stock-based Compensation . The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances and adjusts when facts and circumstances dictate. The estimates are the basis for making judgments about the carrying values of assets, liabilities and recorded expenses that are not readily apparent from other sources. As future events and their effects cannot be determined with precision, actual results may materially differ from those estimates or assumptions. 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, time deposit and investment 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 condensed consolidated balance sheets. The Company has not experienced any losses in such accounts and believes it is not exposed to significant concentrations of credit risk on its cash, cash equivalents and restricted cash balances on amounts in excess of federally insured limits due to the financial position of the depository institutions in which these deposits are held. The Company is also subject to credit risk related to its trade accounts receivable from product sales. Its customers are located in the United States and consist of wholesale distributors, retail pharmacies, and a mail-order specialty pharmacy. The Company extends credit to its customers in the normal course of business after evaluating their overall financial condition and evaluates the collectability of its accounts receivable by periodically reviewing the age of the receivables, the financial condition of its customers, and its past collection experience. Historically, the Company has not experienced any credit losses. As of March 31, 2022, based on the evaluation of these factors, the Company did not record an allowance for doubtful accounts. Phexxi is distributed primarily through three major distributors and a mail-order pharmacy, who receive service fees calculated as a percentage of the gross sales, and fee per units shipped, respectively. These entities are not obligated to purchase any set number of units and distribute Phexxi on demand as orders are received. For the three months ended March 31, 2022 and 2021, the Company’s three largest customers combined made up approximately 70% and 87% of its gross product sales, respectively. As of March 31, 2022 and December 31, 2021, the Company's three largest customers combined made up 73% and 75%, respectively, of its trade accounts receivable balance. Significant Accounting Policies There have been no changes to the significant accounting policies that were described in Note 2- Summary of Significant Accounting Policies of the 2021 Audited Financial Statements in the Company's Annual Report. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of readily available cash in checking accounts and money market funds. Restricted cash consists of cash held in monthly time deposit accounts and letters of credit, which are collateral for the Company’s facility leases and fleet leases, as described in Note 7- Commitments and Contingencies . As of March 31, 2022, the Company maintained letters of credit of $0.8 million and $0.3 million for its office lease and fleet leases, respectively. Additionally, the remaining $3.8 million of the $25.0 million received from the issuance of Adjuvant Notes (as defined in Note 4- Debt ) in the fourth quarter of 2020, is classified as restricted cash as the Company is contractually obligated to use the funds for specific purposes. The following table provides a reconciliation of cash, cash equivalents and restricted cash, reported within the condensed consolidated statements of cash flows (in thousands): Three Months Ended March 31, 2022 2021 Cash and cash equivalents $ 2,761 $ 45,318 Restricted cash 4,171 18,975 Restricted cash included in other noncurrent assets 800 800 Total cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows $ 7,732 $ 65,093 Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, potentially dilutive securities are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and, therefore, basic and diluted net loss per share were the same for all periods presented. Potentially dilutive securities excluded from the calculation of diluted net loss per share are summarized in the table below. Common shares were calculated for the convertible preferred stock and the convertible debt using the if-converted method. Three Months Ended March 31, 2022 2021 Unvested restricted common stock subject to repurchase 157,333 123,055 Common stock to be purchased under the 2019 ESPP 36,117 16,268 Options to purchase common stock 897,958 759,061 Warrants to purchase common stock 6,556,094 695,072 Series B-2 and C convertible preferred stock 555,555 — Convertible debt 1,246,154 1,192,166 Total 9,449,211 2,785,622 Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued ASU No. 2020-06, Debt (ASU No. 2020-06) , removing, modifying, and adding certain disclosure requirements of ASC 470, Debt with Conversion and Other Options , (ASC 470) and ASC 815, Derivatives and Hedging - Contracts in Entity’s Own Equity (ASC 815) . The Company early adopted ASU No. 2020-06 on January 1, 2022 using the modified retrospective method. The adoption of this new standard resulted in additional required disclosures related to the notes as described in Note 8- Stockholders' Deficit . In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) to clarify and reduce diversity in the accounting for modifications or exchanges of freestanding equity-classified written call options. ASU No. 2021-04 was effective for the Company on January 1, 2022. The adoption of this new standard did not have a material impact on the Company's condensed consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company recognizes revenue from the sale of Phexxi in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). The provisions of ASC 606 require the following steps to determine revenue recognition: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. In accordance with ASC 606, the Company recognizes revenue when its performance obligation is satisfied by transferring control of the product to a customer. In accordance with the Company’s contracts with customers, control of the product is transferred upon the conveyance of title, which occurs when the product is sold to and received by a customer. The Company’s customers are located in the United States and consist of wholesale distributors, retail pharmacies, and a mail-order specialty pharmacy. Payment terms typically range from 31 to 66 days, include prompt pay discounts, and vary by customer. Trade accounts receivable due to the Company from contracts with its customers are stated separately in the balance sheet, net of various allowances as described in the Trade Accounts Receivable policy in Note 2- Summary of Significant Accounting Policies to the 2021 Audited Financial Statements. The amount of revenue recognized by the Company is equal to the amount of consideration that is expected to be received from the sale of product to its customers. Revenue is only recognized when the performance obligation is satisfied. To determine whether a significant reversal will occur in future periods, the Company assesses both the likelihood and magnitude of any such potential reversal of revenue. Phexxi is sold to customers at the wholesale acquisition cost (WAC), or in some cases at a discount to WAC. However, the Company records product revenue, net of reserves for applicable variable consideration. These types of variable consideration reduce revenue and include the following: • Distribution services fees • Prompt pay and other discounts • Product returns • Chargebacks • Rebates • Patient support programs, including our co-pay programs An estimate for variable consideration is made with each sale and is recorded in conjunction with the revenue being recognized. To calculate the variable consideration, the Company uses the expected value method. If the estimated amount is payable to a customer, it is recorded as a reduction to accounts receivable. If the estimated amount is payable to an entity other than a customer, it is recorded as a current liability. An estimated amount of variable consideration may differ from the actual amount. At each balance sheet date, these provisions are analyzed and adjustments are made if necessary. Any adjustments made to these provisions would also affect net product revenue and earnings. In accordance with ASC 606, the Company must make significant judgments to determine the estimate for certain variable consideration. For example, the Company must estimate the percentage of end-users that will obtain the product through public insurance such as Medicaid or through private commercial insurance. To determine these estimates, the Company relies on historical sales data showing the amount of various end-user consumer types, inventory reports from the wholesale distributors and mail-order specialty pharmacy, and other relevant data reports. Because Phexxi was launched in September 2020, this historical data is limited. Due to limits on historical data, the Company has also used trend analysis and professional judgment in developing these estimates. The specific considerations that the Company uses in estimating these amounts related to variable consideration are as follows: Distribution services fees – The Company pays distribution service fees to its wholesale distributors and mail-order specialty pharmacy. These fees are a contractually fixed percentage of WAC and are calculated at the time of sale based on the purchase amount. The Company considers these fees to be separate from the customer’s purchase of the product, therefore, they are recorded in other current liabilities on the condensed consolidated balance sheet. Prompt pay and other discount s – The Company incentivizes its customers to pay their invoices on time through prompt pay discounts. These discounts are an industry standard practice, and the Company offers a prompt pay discount to each wholesale distributor and retail pharmacy customer. The specific prompt pay terms vary by customer and are contractually fixed. Prompt pay discounts are typically taken by the Company’s customers, so an estimate of the discount is recorded at the time of sale based on the purchase amount. Prompt pay discount estimates are recorded as contra trade accounts receivable on the condensed consolidated balance sheet. 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 – Certain government entities and covered entities (e.g. Veterans Administration, 340B covered entities) are able to purchase the product at a price discounted below WAC. The difference between the government or covered entity purchase price and the wholesale distributor purchase price of WAC will be charged back to the Company. The Company estimates the amount of each chargeback channel based on the expected number of claims in each channel and related chargeback that is associated with the revenue being recognized for product that remains in the distribution channel at the end of each reporting period. Estimated chargebacks are recorded as contra trade accounts receivable on the condensed consolidated balance sheet. Rebates – The Company is subject to mandatory discount obligations under the Medicaid and Tricare programs. The rebate amounts for these programs are determined by statutory requirements or contractual arrangements. Rebates are owed after the product has been dispensed to an end user and the Company has been invoiced. Rebates for Medicaid and Tricare are typically invoiced in arrears. The Company estimates the amount in rebates based on the expected number of claims and related cost that is associated with the revenue being recognized for product that remains in the distribution channel at the end of each reporting period. Rebate estimates are recorded as other current liabilities on the condensed consolidated balance sheet. Patient support programs – One type of patient support program the Company offers is a co-pay program to commercially insured patients whose insurance requires a co-pay to be made when filling their prescription. This is a voluntary program that is intended to provide financial assistance to patients meeting certain eligibility requirements. The benefit amount is capped at a maximum per patient level each calendar year. The Company estimates the amount of financial assistance for these programs based on the expected number of claims and related cost that is associated with the revenue being recognized for product that remains in the distribution channel at the end of each reporting period. Patient support programs estimates are recorded as other current liabilities on the condensed consolidated balance sheet. Product returns – Customers have the right to return product that is within six months or less of the labeled expiration date or that is past the expiration date by no more than six months. Phexxi was commercially launched in September 2020 and there have been minimal returns as of March 31, 2022. The Company uses historical sales and return data to estimate future product returns. Product return estimates are recorded as other current liabilities on the condensed consolidated balance sheet. As of March 31, 2022 and December 31, 2021, the variable considerations discussed above were recorded in the condensed consolidated balance sheet and consisted of $0.2 million and $0.1 million, respectively, in contra trade accounts receivable and $1.4 million and $2.2 million, respectively, in other current liabilities. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Notes Baker Bros. Notes On April 23, 2020, the Company entered into a Securities Purchase and Security Agreement (the Baker Bros. Purchase Agreement) with certain affiliates of Baker Bros. Advisors LP, as purchasers (the Baker Purchasers), and Baker Bros. Advisors LP, as designated agent, pursuant to which the Company agreed to issue and sell to the Baker Purchasers (i) convertible senior secured promissory notes (the Baker Notes) in an aggregate principal amount of up to $25.0 million and (ii) warrants to purchase shares of common stock (the Baker Warrants) in a private placement. At the initial closing date of April 24, 2020 (the Baker Initial Closing), the Company issued and sold Baker Notes with an aggregate principal amount of $15.0 million (the Baker First Closing Notes) and Baker Warrants exercisable for 204,918 shares of common stock. Following the Baker Initial Closing, the Baker Purchasers had an option to purchase from the Company up to $10.0 million of Baker Notes (the Baker Purchase Rights) at the Baker Purchasers’ discretion at any time prior to the Company receiving at least $100.0 million in aggregate gross proceeds from one or more sales of equity securities. On June 5, 2020 (the Exercise Date), the Baker Purchasers exercised the Baker Purchase Rights. At the second closing date of June 9, 2020 (the Baker Second Closing), the Baker Purchasers acquired the remaining Baker Notes with an aggregate principal amount of $10.0 million and Baker Warrants exercisable for 136,612 shares of common stock. Upon the completion of the underwritten public offering in June 2020, the exercise price of the Baker Warrants was $36.60 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 have a five-year term, with no pre-payment ability during the first three years. Interest on the unpaid principal balance of the Baker Notes (the Baker Outstanding Balance) accrues at 10.0% per annum with interest accrued during the first year from the two respective closing dates recognized as payment-in-kind. The effective interest rate for the period was 10.0%. Accrued interest beyond the first year of the respective closing dates is to be paid in arrears on a quarterly basis in cash or recognized as payment-in-kind, at the direction of the Baker Purchasers. The Baker Purchasers elected to have the accrued interest for the first quarter of 2021 paid-in-kind, and the accrued interest going forward to be paid in cash. Interest pertaining to the Baker Notes for the three months ended March 31, 2022 and 2021 was approximately $0.7 million and $0.6 million, respectively. The Company accounts for the Baker Notes under the fair value method. Therefore, the interest associated with the Baker Notes was included in the fair value determination. The Baker Notes are callable by the Company on 10 days’ written notice beginning on the third anniversary of the initial closing date of April 24, 2020. The call price will equal 100% of the Baker Outstanding Balance plus accrued and unpaid interest if the Company’s common stock as measured using a 30-day volume weighted average price (VWAP) is greater than the benchmark price of $74.85 as stated in the Baker Bros. Purchase Agreement, or 110% of the Baker Outstanding Balance plus accrued and unpaid interest if the VWAP is less than such benchmark price. The Baker Purchasers also have the option to require the Company to repurchase all or any portion of the Baker Notes in cash upon the occurrence of certain events. In a repurchase event, as defined in the Baker Bros. Purchase Agreement, the repurchase price will equal 110% of the Baker Outstanding Balance plus accrued and unpaid interest. In an event of default or the Company’s change of control, the repurchase price will equal to the sum of (x) three times of the Baker Outstanding Balance plus (y) the aggregate value of future interest that would have accrued. The Baker Notes were convertible at any time at the option of the Baker Purchasers at the conversion price of $36.60 per share prior to the First and Second Baker Amendments (as defined below). The Company evaluated whether any of the Embedded Features required bifurcation as a separate component of equity. The Company elected the fair value option (FVO) under ASC 825, Financial Instruments (ASC 825), as the Baker Notes are qualified financial instruments and are, in whole, classified as liabilities. Under the FVO, the Company recognized the hybrid debt instrument at fair value, inclusive of the Embedded Features. 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) $36.60 and (b) 115% of the lowest price per share of common stock (or, as applicable with respect to any equity securities convertible into common stock, 115% of the applicable conversion price) sold in one or more equity financings until the Company has met a qualified financing threshold defined as one or more equity financings resulting in aggregate gross proceeds to the Company of at least $50 million (the Financing Threshold). 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 shall issue warrants to purchase capital stock of the Company (or other similar consideration), the Company shall also issue to the Baker Purchasers an equivalent coverage of warrants (or other similar consideration) on the same terms as if the Baker Purchasers participated in the financing in an amount equal to the then outstanding principal of Baker Notes held by the Baker Purchasers. On March 21, 2022, the Company entered into the second amendment to the Baker Bros. Purchase Agreement (the Second Baker Amendment), pursuant to which each Baker Purchaser has 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) $5.8065 or (b) 100% of the lowest price per share of common stock (or as applicable with respect to any equity securities convertible into common stock, 100% of the applicable conversion price) sold in any equity financing until the Company has (i) met the qualified financing threshold, defined as a single underwritten financing resulting in aggregate gross proceeds to the Company of at least $20 million (Qualified Financing Threshold) and (ii) the publication of its top-line results from its EVOGUARD clinical trial (the Clinical Trial Milestone). As of March 31, 2022, the conversion price was reset to $4.87305 and the Baker Notes could be converted into 5,747,090 shares of common stock. The Second Baker Amendment also provides that the exercise price of the Baker Warrants will equal the conversion price of the Baker Notes. As a result of the modification of the Baker Warrants exercise price, the Company recorded $0.8 million in incremental expense in general and administrative operating expenses in the condensed consolidated statements of operations. The Second Baker Amendment also extends, effective upon the Company’s achievement of the Qualified Financing Threshold, the affirmative covenant to achieve $100.0 million in cumulative net sales of Phexxi by June 30, 2022 to October 31, 2022. The Second Baker Amendment also extends, effective upon the Company’s achievement of the Qualified Financing Threshold by June 30, 2022 and the Clinical Trial Milestone by October 31, 2022, the affirmative covenant to achieve $100.0 million in cumulative net sales of Phexxi by June 30, 2022 to June 30, 2023. Using the valuation methods discussed in Note 6- Fair Value Financial Instruments , the Company recorded a $4.6 million net loss in fair value of financial instruments as a result of mark-to-market adjustments recognized on the Baker Notes for the quarter ended March 31, 2022 in the condensed consolidated financial statements. As of March 31, 2022, the Company concluded that there was a change in the underlying instrument-specific credit risk since December 31, 2021 for the Baker Notes. As a result of this difference in credit risk, the Company recognized a $0.2 million gain in the fair value of financial instruments that is presented separately as a component of other comprehensive income. The change in fair value attributed to the change in the underlying instrument-specific credit risk was determined by taking the difference between the fair value of the Baker Notes with and without the credit risk change. The Baker Notes contain various customary affirmative and negative covenants agreed to by the Company. The Company was in compliance with all applicable covenants at March 31, 2022. The Baker Notes also include customary events of default as set forth in the Baker Bros. Purchase Agreement, such that, in an event of default, the Baker Purchasers will have the right to accelerate repayment of the aggregate loan balance then outstanding. As of March 31, 2022, the Baker Notes are recorded at fair value in the condensed consolidated balance sheet as short-term convertible notes payable with a total balance of $86.1 million, and the total outstanding balance including principal and accrued interest is $28.0 million. Adjuvant Notes On October 14, 2020, the Company entered into a Securities Purchase Agreement (the Adjuvant Purchase Agreement) with Adjuvant Global Health Technology Fund, L.P., and Adjuvant Global Health Technology Fund DE, L.P. (together, the Adjuvant Purchasers), pursuant to which the Company sold unsecured convertible promissory notes (the Adjuvant Notes) in aggregate principal amount of $25.0 million. The Adjuvant Notes have a five-year term with interest accruing at 7.5% per annum on a quarterly basis in arrears to the outstanding balance of the Adjuvant Notes and are recognized as payment-in-kind. The effective interest rate for the period was 7.7%. Interest expense is included in Adjuvant convertible notes payable on the condensed consolidated balance sheet. Interest expense for the Adjuvant Notes for the three months ended March 31, 2022 and 2021 consisted of the following (in thousands): Three Months Ended March 31, 2022 2021 Coupon interest $ 513 $ 476 Amortization of issuance costs 10 10 Total $ 523 $ 486 The Adjuvant Notes were originally convertible, subject to customary 4.99% and 19.99% beneficial ownership limitations, into shares of the Company’s common stock, par value $0.0001 per share, at any time at the option of the Adjuvant Purchasers at a conversion price of $54.75 per share. In connection with certain Company change of control transactions, the Adjuvant Notes may be prepaid at the option of the Company or will become payable at the option of the Adjuvant Purchasers. To the extent not previously prepaid or converted, the Adjuvant Notes were originally automatically convertible into shares of the Company’s common stock at a conversion price of $54.75 per share immediately following the earliest of the time at which the (i) 30-day value-weighted average price of the Company’s common stock was $150.00 per share, or (ii) Company achieved cumulative net sales from the sales of Phexxi of $100.0 million, provided such net sales are achieved prior to July 1, 2022. As of March 31, 2022, the Adjuvant Notes could be converted into 508,998 shares of common stock. On April 4, 2022, the Company entered into the first amendment to the Adjuvant Purchase Agreement (the Adjuvant Amendment). The Adjuvant Amendment extends, effective as of the next date the Company achieves the Qualified Financing Threshold, the affirmative covenant to achieve $100.0 million in cumulative net sales of Phexxi by June 30, 2022 to June 30, 2023. The Adjuvant Amendment also provided for an adjustment to the conversion price of the Adjuvant Notes such that the conversion price (the Conversion Price) for these Notes, effective as of the reverse stock split the conversion price will now be the lesser of (i) $5.4279 and (ii) 100% of the lowest price per share of common stock (or with respect to securities convertible into common stock, 100% of the applicable conversion price) sold in any equity financing until the Company has met the Qualified Financing Threshold. Effective as of the Company’s achievement of the Qualified Financing Threshold, the automatic conversion provisions in the Agreement will be further amended to provide that the Adjuvant Notes will automatically convert into shares of the Company’s common stock at the Conversion Price immediately following the earliest of the time at which the (i) 30-day value-weighted average price of the Company’s common stock is $150.00 per share, or (ii) the Company achieves cumulative net sales from the sales of Phexxi of $100.0 million, provided such net sales are achieved prior to July 1, 2023. The Adjuvant Notes contain various customary affirmative and negative covenants agreed to by the Company. The Company was in compliance with all applicable covenants at March 31, 2022. The Adjuvant Notes also include customary events of default as set forth in the Adjuvant Purchase Agreement, such that, in an event of default, the Adjuvant Purchasers will have the right to accelerate repayment of the aggregate loan balance then outstanding. The Adjuvant Notes are accounted for in accordance with authoritative guidance for convertible debt instruments. The $25.0 million in proceeds is considered to be restricted cash for financial reporting purposes due to contractual stipulations that specify the types of expenses the money can be spent on and how it must be allocated. As of March 31, 2022, $3.8 million in proceeds remain that are included in restricted cash on the accompanying condensed consolidated balance sheet. As of March 31, 2022, the Adjuvant Notes are recorded in the condensed consolidated balance sheet as short-term convertible notes payable with a total balance of $27.7 million. The balance is comprised of $24.8 million in principal, net of unamortized debt issuance costs, and $2.9 million in accrued interest. Term Notes January and March 2022 Notes On January 13, 2022, the Company entered into a Securities Purchase Agreement (the January 2022 Purchase Agreement) with institutional investors (the January 2022 Purchasers) pursuant to which the Company agreed to sell in a registered direct offering (i) unsecured 5.0% Senior Subordinated Notes due 2025 with an aggregate issue price of $5.9 million (the January 2022 Notes), which included an original issue discount of $0.9 million, and (ii) warrants (the January 2022 Warrants) to purchase up to 1,000,400 shares of the Company’s common stock, $0.0001 par value per share. The January 2022 Warrants have an exercise price of $5.88 per share and were initially exercisable beginning on July 15, 2022 with a five-year term. Pursuant to the terms of the March 2022 Purchase Agreement (as defined below), the January 2022 Warrants became exercisable on March 1, 2022, as described in more detail below. On March 1, 2022, the Company entered into a Securities Purchase Agreement (the March 2022 Purchase Agreement) with institutional investors (the March 2022 Purchasers) pursuant to which the Company agreed to sell in a registered direct offering (i) unsecured 5.0% Senior Subordinated Notes due 2025 with an aggregate issue price of $7.45 million (the March 2022 Notes), which included an original issue discount of $2.45 million, and (ii) warrants (the March 2022 Warrants) to purchase up to 1,037,885 shares of the Company’s common stock, $0.0001 par value per share. The March 2022 Warrants have an exercise price of $7.1805 per share and are immediately exercisable with a five-year term. The January and March 2022 Notes carried an interest rate of 5% per annum, which was subject to increase to 18% upon an event of default. The January and March 2022 Notes were able to be prepaid, in whole or in part, at the Company’s option together with all accrued and unpaid interest and fees as of the date of the repayment. The holders of the January and March 2022 Notes were able to require the Company to redeem their respective notes upon the occurrence of an event of default with a redemption premium of 25%. The holders of the January and March 2022 Notes were also able to require the Company to redeem their respective notes upon the occurrence of certain subsequent transactions. 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 (ASC 825) for the January and March 2022 Notes inclusive of the embedded features. 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 condensed consolidated balance sheet. Both the January and March 2022 Notes and Warrants are marked-to-market at each reporting date. Under the valuation methods as described in Note 6- Fair Value Financial Instruments , the Company recorded the following in the condensed consolidated financial statements related to the January 2022 Notes and Warrants during the quarter ended March 31, 2022: (i) $0.1 million in notes at issuance; (ii) $4.6 million in warrants at issuance as a derivative liability; (iii) a $0.3 million gain on issuance; and (iv) a $0.7 million gain in fair value of financial instruments as a result of the mark-to-market adjustment on the January 2022 Warrants. Under the valuation methods as described in Note 6- Fair Value Financial Instruments , the Company recorded the following in the condensed consolidated financial statements related to the March 2022 Notes and Warrants during the quarter ended March 31, 2022: (i) $0.1 million in notes at issuance; (ii) $6.0 million in warrants at issuance as a derivative liability; (iii) a $1.2 million loss on issuance; and (iv) a $2.1 million gain in fair value of financial instruments as a result of the mark-to-market adjustment on the March 2022 Warrants. Interest pertaining to the January 2022 Notes and March 2022 Notes for the three months ended March 31, 2022 was approximately $0.1 million and immaterial, respectively. Since the Company accounts for the January and March 2022 Notes under the fair value method, the interest was included in the determination of the fair value, and the debt issuance costs were expensed. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details Inventories Inventories consist of the following (in thousands): March 31, 2022 December 31, 2021 Raw materials $ 574 $ 574 Work in process (1) 1,737 1,712 Finished goods (2)(3) 4,850 5,629 Total $ 7,161 $ 7,915 _____________________ (1) The work in process balance represents all production costs incurred for partially completed goods. (2) As of March 31, 2022 and December 31, 2021, the finished goods balance includes a $0.3 million inventory reserve for estimated obsolescence and excess inventory based upon assumptions about the future demand for Phexxi. (3) As of March 31, 2022 and December 31, 2021, $1.8 million and $0.2 million, in finished goods is included on the condensed consolidated balance sheet in other noncurrent assets, respectively. Accrued Expenses Accrued expenses consist of the following (in thousands): March 31, 2022 December 31, 2021 Clinical trial related costs $ 6,549 $ 5,294 Selling and marketing related costs 1,972 1,997 Legal and other professional fees 608 550 Manufacturing related costs — 201 Other 620 328 Total $ 9,749 $ 8,370 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
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 the money market funds, investments in marketable fixed income debt securities classified as cash and cash equivalents, and restricted cash measured on a recurring basis as of March 31, 2022 and December 31, 2021, respectively, are summarized in the following tables (in thousands): March 31, 2022 December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Money market funds (1) $ 5,121 $ — $ — $ 5,121 $ 11,176 $ — $ — $ 11,176 Total assets $ 5,121 $ — $ — $ 5,121 $ 11,176 $ — $ — $ 11,176 _____________________ (1) Included as a component of cash and cash equivalents and restricted cash on the accompanying condensed consolidated balance sheet. Fair Value of Financial Liabilities The fair values of the Company’s debt instruments and derivative liabilities embedded in the convertible preferred stock host contract as discussed in Note 8- Stockholders' Deficit measured on a recurring basis as of March 31, 2022 and December 31, 2021, respectively, are summarized in the following tables (in thousands): Fair Value March 31, 2022 Principal Amount Unamortized Issuance Costs Accrued Interest Net Carrying Amount Amount Leveling Baker Notes (1)(2) $ 27,323 $ — $ 683 $ 28,006 $ 86,089 Level 3 Adjuvant Notes (3) 25,000 (136) 2,867 27,731 27,731 Level 3 January 2022 Notes (1) 5,882 — 63 5,945 118 Level 3 March 2022 Notes (1) 7,451 — 31 7,482 149 Level 3 Derivative Liability - Convertible Preferred Stock — — — — 92 Level 3 Derivative Liability - January 2022 Warrants — — — — 3,857 Level 3 Derivative Liability - March 2022 Warrants — — — — 3,893 Level 3 Fair Value December 31, 2021 Principal Amount Unamortized Issuance Costs Accrued Interest Net Carrying Amount Amount Leveling Baker Notes (1)(2) $ 27,323 $ — $ 698 $ 28,021 $ 81,717 Level 3 Adjuvant Notes (3) 25,000 (146) 2,355 27,209 27,209 Level 3 Derivative Liability - Convertible Preferred Stock — — — — 202 Level 3 ____________________ (1) These liabilities are recorded on the condensed consolidated balance sheet at fair value. Therefore, the principal and accrued interest was included in the fair value determination and debt issuance costs were expensed. (2) The Baker Notes principal amount includes $2.3 million in interest that was paid-in-kind. (3) The Adjuvant notes are recorded on the condensed consolidated balance sheet at the net carrying amount which includes the principal, unamortized issuances costs, and accrued interest. Change in Fair Value of Level 3 Financial Liabilities The following tables summarize the changes in Level 3 financial liabilities related to derivative liabilities, the January 2022 Notes, the March 2022 Notes, and the Baker Notes measured at fair value on a recurring basis for the three months ended March 31, 2022 (in thousands): Derivative Liability - Convertible Preferred Stock Conversion Feature Derivative Liability - January 2022 Warrants Derivative Liability - March 2022 Warrants Derivative Liabilities Total Term Notes - January 2022 Notes Term Notes - March 2022 Notes Term Notes Total Baker First Closing Notes Baker Second Closing Notes Baker Notes Total Balance at December 31, 2021 $ 202 $ — $ — $ 202 $ — $ — $ — $ 49,030 $ 32,687 $ 81,717 Balance at issuance — 4,562 6,025 10,587 116 149 265 — — — Change in fair value presented in the Condensed Consolidated Statements of Operations (83) (705) (2,132) (2,920) 2 — 2 2,732 1,821 4,553 Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations — — — — — — — (109) (72) (181) Conversion of series B-2 convertible preferred stock (27) — — (27) — — — — — — Balance at March 31, 2022 $ 92 $ 3,857 $ 3,893 $ 7,842 $ 118 $ 149 $ 267 $ 51,653 $ 34,436 $ 86,089 The following table summarizes the changes in Level 3 financial liabilities related to the Baker Notes measured at fair value on a recurring basis for the three months ended March 31, 2021 (in thousands): Baker First Closing Notes Baker Second Closing Notes Total Balance at December 31, 2020 $ 30,451 $ 20,301 $ 50,752 Change in fair value 85 57 142 Balance at March 31, 2021 $ 30,536 $ 20,358 $ 50,894 Valuation Methodology Baker Notes The fair value of the Baker Notes issued as described in Note 4- Debt , and subsequent changes in fair value recorded at each reporting date, were determined using a Monte Carlo simulation-based model. Monte Carlo simulation was used to take into account several factors, including the future value of the Company's 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, exercise of the put right, and exercise of the Company's call right. Derivative Liabilities The fair value of the derivative liabilities embedded in the convertible preferred stock host contract as described in Note 8- Stockholders' Deficit , and subsequent changes in fair value recorded at each reporting date, were determined using a Monte Carlo simulation-based model. Monte Carlo simulation was used to take into account several path dependencies including the future value of the Company's common stock, ability to raise additional funds in near term, risk of dissolution, a potential change of control event, and the probability of converting the remaining shares of convertible preferred stock before they become redeemable. January and March 2022 Notes The fair value of the January and March 2022 Notes issued as described in Note 4- Debt January and March 2022 Warrants The fair values of the January and March 2022 Warrants issued during the first quarter of 2022 as described in Note 4- Debt were determined using the Black-Scholes option pricing model based on the following weighted-average assumptions for the period indicated. Three Months Ended March 31, 2022 Expected volatility 105.4 % Risk-free interest rate 1.5 % Expected dividend yield — % Expected term (years) 5.0 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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 personnel. As of March 31, 2022, there was a total of 71 leased vehicles. The Company maintains a letter of credit as collateral in favor of the Lessor, which was included in restricted cash in the condensed consolidated balance sheet. As of March 31, 2022 and December 31, 2021, this letter of credit was $0.3 million. The Company determined that the leased vehicles are accounted for as operating leases under ASC 842, Leases (ASC 842). 2020 Lease and the First Amendment On October 3, 2019, the Company entered into an office lease for approximately 24,474 square feet (the Existing Premises) pursuant to a non-cancelable lease agreement (the 2020 Lease). The 2020 Lease commenced on April 1, 2020 and will expire on September 30, 2025, unless terminated earlier in accordance with its terms. The Company has a right to extend the term of the lease for an additional five years, although at this time the Company does not anticipate exercising such extension. The Company provided the landlord with a $750,000 security deposit in the form of a letter of credit for the Existing Premises. On April 14, 2020, the Company entered into the first amendment to the 2020 Lease for an additional 8,816 rentable square feet of the same office location (the Expansion Premises), which commenced on September 1, 2020 and will expire on September 30, 2025. The Company provided an additional $50,000 in a letter of credit for the Expansion Premises. As of March 31, 2022 and December 31, 2021, restricted cash maintained as collateral for the Company’s security deposit was $0.8 million. Supplemental Financial Statement Information Three Months Ended March 31, Lease Cost (in thousands) Classification 2022 2021 Operating lease expense Research and development $ 86 $ 144 Operating lease expense Selling and marketing 231 246 Operating lease expense General and administrative 259 203 Total $ 576 $ 593 Lease Term and Discount Rate March 31, 2022 December 31, 2021 Weighted Average Remaining Lease Term (in years) 3.38 3.58 Weighted Average Discount Rate 12 % 12 % Maturity of Operating Lease Liabilities (in thousands) March 31, 2022 Remainder of 2022 (9 months) $ 1,818 Year ending December 31, 2023 2,160 Year ending December 31, 2024 2,192 Year ending December 31, 2025 1,502 Total lease payments 7,672 Less: imputed interest (1,395) Total $ 6,277 Three Months Ended March 31, Other information (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows in operating leases $ 634 $ 486 Other Contractual Commitments In November 2019, the Company entered into a supply and manufacturing agreement with a third party to manufacture Phexxi, with potential to manufacture other product candidates in accordance with all applicable current good manufacturing practice regulations, pursuant to which the Company has certain minimum purchase commitments based on the forecasted product sales. The amounts purchased under the supply and manufacturing agreement were zero and $1.1 million for the three months ended March 31, 2022 and 2021, respectively. Contingencies From time to time, the Company has become and may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business. On December 14, 2020, a trademark dispute captioned TherapeuticsMD, Inc. v. Evofem Biosciences, Inc., was filed in the United States District Court for the Southern District of Florida against the Company, alleging infringement of certain trademarks owned by TherapeuticsMD under federal and state law (Case No. 9:20-cv-82296). The Company answered the claims and counterclaimed against TherapeuticsMD on April 5, 2021. The Company filed a motion for summary judgment and motions to exclude experts. The Company’s motion was denied and TherapeuticsMD’s motion was also denied as to the claims and counterclaim, but granted in part as to two affirmative defenses. The trial on TherapeuticsMD’s claims and the Company's counterclaim is currently set for July 12, 2022. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties and an adverse result in those or other matters may arise from time to time that may harm its financial position, or our business and the outcome of these matters cannot be ultimately predicted. The Company is unable to predict the ultimate outcome and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from any unfavorable outcome. As of March 31, 2022, there were no other claims or actions pending against the Company, which management believes has a probable, or reasonably possible, probability of an unfavorable outcome. 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. Pursuant to the Rush License Agreement, the Company is obligated to pay to Rush University an earned royalty based upon a percentage of net sales in the range of mid-single digits. 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 $100,000 to the extent the earned royalties do not equal or exceed $100,000 commencing January 1, 2021. Such royalty costs were $0.3 million and an immaterial amount for the three months ended March 31, 2022 and 2021, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
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 , the Company issued warrants to purchase up to 341,530 shares of common stock in a private placement at an exercise price of $36.60 per share. As discussed in Note 4- Debt , the Second Baker Amendment provides that the exercise price of the Baker Warrants will equal the conversion price of the Baker Notes. As of March 31, 2022, the exercise price of the Baker warrants was reset to $4.87305. In January 2022, pursuant to the January 2022 Securities Purchase Agreement as discussed in Note 4 - Debt , the Company issued warrants to purchase up to 1,000,400 shares of common stock in a registered direct offering at an exercise price of $5.88 per share. In March 2022, pursuant to the March 2022 Securities Purchase Agreement as discussed in Note 4- Debt , the Company issued warrants to purchase up to 1,037,885 shares of common stock in a registered direct offering at an exercise price of $7.18 per share. As of March 31, 2022, warrants to purchase up to 6,556,094 shares of the Company’s common stock remain outstanding at a weighted average exercise price of $16.34 per share. These warrants are summarized below: Type of Warrants Underlying Common Stock to be Purchased Exercise Price Issue Date Exercise Period Common Warrants 78 $ 768.60 August 17, 2012 August 17, 2012 to July 17, 2022 Common Warrants 520 $ 55.35 June 11, 2014 June 11, 2014 to June 11, 2024 Common Warrants 56,578 $ 112.50 May 24, 2018 May 24, 2018 to May 24 2025 Common Warrants 12 $ 112.50 June 26, 2018 June 26, 2018 to June 26, 2025 Common Warrants 111,111 $ 95.70 April 11, 2019 October 11, 2019 to April 11, 2026 Common Warrants 185,185 $ 95.70 June 10, 2019 December 10, 2019 to June 10, 2026 Common Warrants 204,918 $ 4.87 April 24, 2020 April 24, 2020 to April 24, 2025 Common Warrants 136,612 $ 4.87 June 9, 2020 June 9, 2020 to June 9, 2025 Common Warrants 3,822,793 $ 15.00 May 20, 2021 May 20, 2021 to May 22, 2023 Common Warrants 1,000,401 $ 5.88 January 13, 2022 March 1, 2022 to March 1, 2027 Common Warrants 1,037,886 $ 7.18 March 1, 2022 March 1, 2022 to March 1, 2027 Total 6,556,094 Convertible Preferred Stock On October 12, 2021, the Company completed the initial closing of a registered direct offering with Keystone Capital Partners (Keystone Capital) (the Initial October 2021 Registered Direct Offering), whereby the Company issued 5,000 shares of Series B-1 Convertible Preferred Stock, par value $0.0001 per share, at a price of $1,000.00 per share. The Company received proceeds from the Initial October 2021 Registered Direct Offering of approximately $4.6 million, net of offering expenses. On October 26, 2021, the Company completed the additional closing of the October 2021 Registered Direct Offering (the Additional October 2021 Registered Direct Offering), whereby the Company issued 5,000 shares of Series B-2 Convertible Preferred Stock, par value $0.0001 per share, at a price of $1,000.00 per share. The Company received proceeds from the Additional October 2021 Registered Direct Offering of approximately $5.0 million, net of offering expenses. 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 $9.00 (Fixed Conversion Price), or the price computed as the product of 0.85 multiplied by the arithmetic average of the closing sale prices of a share of the Company's common stock during the five 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 shares of the Series B-2 Convertible Preferred Stock in consideration for 1,700 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share, $1,000.00 per share stated value. Except with respect to voting provisions, the Series C and Series B-2 Preferred Stock had substantially similar terms. Common Stock Public Offerings On March 29, 2021, the Company completed an underwritten public offering (the March 2021 Public Offering), whereby the Company issued 1,142,857 shares of common stock at a price to the public of $26.25 per share (the March 2021 Public Offering Price). The Company received proceeds from the March 2021 Public Offering of approximately $28.0 million, net of underwriting discounts. In addition, the Company granted the underwriters a 30 days overallotment option to purchase up to an additional 171,428 shares of its common stock at the March 2021 Public Offering Price, less applicable underwriting discounts. On April 6, 2021, the underwriters exercised their overallotment option in full and the Company received proceeds of approximately $4.2 million, net of underwriting discounts. The common stock issued in the March 2021 Public Offering were registered pursuant to a shelf registration statement on Form S-3 (File No. 333-253881) filed with the SEC on March 4, 2021 and declared effective on March 11, 2021. On May 20, 2021, the Company completed an underwritten public offering (the May 2021 Public Offering), whereby the Company issued 3,333,333 shares of common stock at a price to the public of $15.00 per share and accompanying common warrants to purchase 3,333,333 shares of common stock. The common warrants have an exercise price of $15.00 per share and can be exercised any time through May 22, 2023. The Company received proceeds from the May 2021 Public Offering of approximately $46.8 million, net of underwriting discounts and fees. In addition, the Company granted the underwriters a 30-day overallotment option to purchase up to an additional 500,000 shares of its common stock at $14.85 per share, less applicable underwriting discounts, and/or common warrants to purchase 500,000 shares of common stock, at $0.15 per warrant, less applicable underwriting discounts. On May 20, 2021, the underwriters exercised their overallotment option to purchase warrants in full and the Company received proceeds of approximately $0.1 million, net of underwriting discounts. On May 24, 2021, the underwriters exercised their overallotment option to purchase common stock and the Company issued an additional 169,852 shares of common stock and received proceeds of approximately $2.4 million, net of underwriting discounts. The common stock issued in the May 2021 Public Offering were registered pursuant to a shelf registration statement on Form S-3 (File No. 333-253881) filed with the SEC on March 4, 2021 and declared effective on March 11, 2021. 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 has agreed to purchase from the Company up to $50.0 million in shares of the Company's common stock. Sales made to Seven Knots are at the Company's sole discretion, and the Company controls the timing and amount of any and all sales. The price per share is 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 128,172 shares of common stock to Seven Knots as commitment fee shares and as of March 31, 2022, issued 1,080,942 shares of its common stock at a weighted average purchase price of $5.40 per share. Sales of common stock to Seven Knots are subject to customary 4.99% and 19.99% beneficial ownership limitations. The Stock Purchase Agreement will terminate on the earliest of March 1, 2024, or when Seven Knots has purchased from the Company $50.0 million in shares of the Company's common stock, or as otherwise determined by the Stock Purchase Agreement at the Company’s option. Common Stock Reserved for Future Issuance Common stock reserved for future issuance is as follows in common equivalent shares as of March 31, 2022: Common stock issuable upon the exercise of stock options outstanding 897,958 Common stock issuable upon the exercise of common stock warrants 6,556,094 Common stock available for future issuance under the 2019 ESPP 138,872 Common stock available for future issuance under the Amended and Restated 2014 Plan 162,295 Common stock available for future issuance under the Amended Inducement Plan 57,038 Common stock reserved for the conversion of preferred stock 892,664 Common stock reserved for the conversion of convertible notes 6,256,088 Total common stock reserved for future issuance 14,961,009 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
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) granted to employees, non-employee directors and consultants, and the 2019 Employee Stock Purchase Plan (the 2019 ESPP) included in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 175 $ 543 Selling and marketing 163 740 General and administrative 729 2,181 Total $ 1,067 $ 3,464 Stock Options There were 217,718 shares of stock options granted during the three months ended March 31, 2022. As of March 31, 2022, unrecognized stock-based compensation expense for employee stock options was approximately $7.0 million, which the Company expects to recognize over a weighted-average remaining period of 2.8 years, assuming all unvested options become fully vested. Restricted Stock Awards There were 157,333 shares of performance-based RSAs granted during the three months ended March 31, 2022 to the Company's executive management team. The vesting conditions for the performance-based RSAs are connected to the Company’s achievement of certain performance milestones during the current fiscal year. For the performance-based RSAs, (i) the fair value of the award is determined on the grant date; (ii) the Company assesses the probability of achieving each individual milestone associated with the award using reasonable assumptions based on the Company's operation performance towards each milestone; (iii) the fair value of the shares subject to the milestone is expensed over the implicit service period commencing once management believes the performance criteria is probable of being met; and (iv) the Company reassesses the probability of achieving each individual milestone at each reporting date, and any change in estimate is accounted for through a cumulative adjustment in the period when the change in estimate occurs. The 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 March 31, 2022, unrecognized noncash stock-based compensation expense related to the unvested RSAs was approximately $1.0 million, all of which is related to the performance-based RSAs. The expense recognition for unvested performance-based RSAs is dependent upon the probability of milestone achievement in 2022. Employee Stock Purchase Plan The purchase price under the 2019 ESPP 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. During the three months ended March 31, 2022, there were no shares of common stock purchased under the 2019 ESPP. 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. No grant date fair value calculation was performed during three months ended March 31, 2022 and 2022. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent events were evaluated through the filing date of this Quarterly Report, May 10, 2022. Adjuvant Amendment As described in Note 4- Debt , we entered into the Adjuvant Amendment with the Adjuvant Purchasers on April 4, 2022. Exchange Agreements On May 4, 2022, the Company entered into amendment and exchange agreements with Keystone Capital, Seven Knots, and the January and March 2022 Purchasers (collectively, the Investors), pursuant to which the Investors agreed to exchange the January and March 2022 Notes, 2,100 shares of Series B-2 Convertible Preferred Stock, 1,700 shares of Series C Convertible Preferred, and 533,333 shares of the Company’s Common Stock for (i) new 5.0% Senior Subordinated Notes with an aggregate principal amount of $22.2 million (the New Notes), (ii) 208,333 new shares of Common Stock and (iii) new warrants to purchase up to 833,333 shares of Common Stock (the New Warrants). The New Notes are substantially similar to the January and March 2022 Notes, except that (i) the maturity date of the New Notes is August 1, 2022 and (ii) the holders of the New Notes may require the Company to redeem or exchange up to 100% of the New Notes upon the occurrence of certain subsequent transactions (each, a Subsequent Transaction Optional Redemption). Pursuant to the terms of the New Notes and subject to certain conditions described in the New Notes, if the Company completes an underwritten public offering of at least $20 million complying with certain conditions (an Underwritten Offering) and the holder of the New Notes does not participate in the Underwritten Offering, then such holder will forfeit their right to Subsequent Transaction Optional Redemption solely with respect to such Underwritten Offering and amounts that may be due pursuant to the New Notes will not be due and payable until the three-month anniversary of the initial closing of the Underwritten Offering. The New Warrants have an exercise price of $2.4765 per share and were exercisable immediately with a five year term. Reverse stock split On May 4, 2022, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a one-time reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio of one-for-15 (the Reverse Stock Split). The Reverse Stock Split became effective on May 5, 2022 upon the closing of trading on the Nasdaq Capital Market (the Effective Time). Trading of the Company’s common stock on the Nasdaq Capital Market continued, on a post-split adjusted basis, on May 6, 2022, under the existing trading symbol “EVFM.” At the Effective Time, every 15 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock, without any change to the par value per share. In addition, proportionate adjustments were made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of common stock, the number of shares issuable upon the vesting of all RSAs, and the number of shares of common stock reserved for issuance pursuant to the Company’s equity incentive compensation plans, convertible notes and convertible preferred stock. Any stockholder who would otherwise be entitled to a fractional share of the Company’s common stock created as a result of the Reverse Stock Split is entitled to receive a cash payment equal to the product of such resulting fractional interest in one share of the Company’s common stock multiplied by the closing trading price of the Company’s common stock on the trading day immediately preceding the Effective Time. These interim condensed consolidated financial statements are retrospectively adjusted for this reverse stock split. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Company prepared the unaudited interim condensed consolidated financial statements included in this Quarterly Report in accordance with accounting principles generally accepted (GAAP) in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) related to quarterly reports on Form 10-Q. |
Principles of Consolidation | The Company’s financial statements are presented on a consolidated basis, which include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The unaudited interim condensed consolidated financial statements do not include all information and disclosures required by GAAP for annual audited financial statements and should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2021 included in its Annual Report on Form 10-K as filed with the SEC on March 10, 2022 (the 2021 Audited Financial Statements). The unaudited interim condensed consolidated financial statements included in this report have been prepared on the same basis as the Company’s audited consolidated financial statements and include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations, cash flows, and statements of convertible and redeemable preferred stock and stockholders’ deficit for the periods presented. The results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full year. The condensed consolidated balance sheet as of December 31, 2021 was derived from the 2021 Audited Financial Statements. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the notes thereto. S ignificant estimates affecting amounts reported or disclosed in the condensed consolidated financial statements include, but are not limited to: the assumptions used in measuring the revenue gross-to-net variable consideration items, the trade accounts receivable credit loss reserve estimate, the discount rate used in estimating the fair value of the lease right - of - use (ROU) assets and lease liabilities, the assumptions used in estimating the fair value of notes, derivative liabilities, warrants and purchase rights issued, the useful lives of property and equipment, the recoverability of long-lived assets, inventory reserves, clinical trial accruals, the assumptions used in estimating the fair value of stock-based compensation expense and in assessing the probability of achieving certain milestones associated with the performance-based restricted stock awards (performance-based RSAs). These assumptions are more fully described in Note 3- Revenue , Note 4- Debt , Note 6- Fair Value of Financial Instruments , Note 7- Commitments and Contingencies , and Note 9- Stock-based Compensation . The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances and adjusts when facts and circumstances dictate. The estimates are the basis for making judgments about the carrying values of assets, liabilities and recorded expenses that are not readily apparent from other sources. As future events and their effects cannot be determined with precision, actual results may materially differ from those estimates or assumptions. |
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, time deposit and investment 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 condensed consolidated balance sheets. The Company has not experienced any losses in such accounts and believes it is not exposed to significant concentrations of credit risk on its cash, cash equivalents and restricted cash balances on amounts in excess of federally insured limits due to the financial position of the depository institutions in which these deposits are held. The Company is also subject to credit risk related to its trade accounts receivable from product sales. Its customers are located in the United States and consist of wholesale distributors, retail pharmacies, and a mail-order specialty pharmacy. The Company extends credit to its customers in the normal course of business after evaluating their overall financial condition and evaluates the collectability of its accounts receivable by periodically reviewing the age of the receivables, the financial condition of its customers, and its past collection experience. Historically, the Company has not experienced any credit losses. As of March 31, 2022, based on the evaluation of these factors, the Company did not record an allowance for doubtful accounts. Phexxi is distributed primarily through three major distributors and a mail-order pharmacy, who receive service fees calculated as a percentage of the gross sales, and fee per units shipped, respectively. These entities are not obligated to purchase any set number of units and distribute Phexxi on demand as orders are received. For the three months ended March 31, 2022 and 2021, the Company’s three largest customers combined made up approximately 70% and 87% of its gross product sales, respectively. As of March 31, 2022 and December 31, 2021, the Company's three largest customers combined made up 73% and 75%, respectively, of its trade accounts receivable balance. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of readily available cash in checking accounts and money market funds. Restricted cash consists of cash held in monthly time deposit accounts and letters of credit, which are collateral for the Company’s facility leases and fleet leases, as described in Note 7- Commitments and Contingencies . As of March 31, 2022, the Company maintained letters of credit of $0.8 million and $0.3 million for its office lease and fleet leases, respectively. Additionally, the remaining $3.8 million of the $25.0 million received from the issuance of Adjuvant Notes (as defined in |
Net Loss Per Share | Net Loss Per ShareBasic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, potentially dilutive securities are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and, therefore, basic and diluted net loss per share were the same for all periods presented. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued ASU No. 2020-06, Debt (ASU No. 2020-06) , removing, modifying, and adding certain disclosure requirements of ASC 470, Debt with Conversion and Other Options , (ASC 470) and ASC 815, Derivatives and Hedging - Contracts in Entity’s Own Equity (ASC 815) . The Company early adopted ASU No. 2020-06 on January 1, 2022 using the modified retrospective method. The adoption of this new standard resulted in additional required disclosures related to the notes as described in Note 8- Stockholders' Deficit . In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) to clarify and reduce diversity in the accounting for modifications or exchanges of freestanding equity-classified written call options. ASU No. 2021-04 was effective for the Company on January 1, 2022. The adoption of this new standard did not have a material impact on the Company's condensed consolidated financial statements. |
Revenue | The Company recognizes revenue from the sale of Phexxi in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). The provisions of ASC 606 require the following steps to determine revenue recognition: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. In accordance with ASC 606, the Company recognizes revenue when its performance obligation is satisfied by transferring control of the product to a customer. In accordance with the Company’s contracts with customers, control of the product is transferred upon the conveyance of title, which occurs when the product is sold to and received by a customer. The Company’s customers are located in the United States and consist of wholesale distributors, retail pharmacies, and a mail-order specialty pharmacy. Payment terms typically range from 31 to 66 days, include prompt pay discounts, and vary by customer. Trade accounts receivable due to the Company from contracts with its customers are stated separately in the balance sheet, net of various allowances as described in the Trade Accounts Receivable policy in Note 2- Summary of Significant Accounting Policies to the 2021 Audited Financial Statements. The amount of revenue recognized by the Company is equal to the amount of consideration that is expected to be received from the sale of product to its customers. Revenue is only recognized when the performance obligation is satisfied. To determine whether a significant reversal will occur in future periods, the Company assesses both the likelihood and magnitude of any such potential reversal of revenue. Phexxi is sold to customers at the wholesale acquisition cost (WAC), or in some cases at a discount to WAC. However, the Company records product revenue, net of reserves for applicable variable consideration. These types of variable consideration reduce revenue and include the following: • Distribution services fees • Prompt pay and other discounts • Product returns • Chargebacks • Rebates • Patient support programs, including our co-pay programs An estimate for variable consideration is made with each sale and is recorded in conjunction with the revenue being recognized. To calculate the variable consideration, the Company uses the expected value method. If the estimated amount is payable to a customer, it is recorded as a reduction to accounts receivable. If the estimated amount is payable to an entity other than a customer, it is recorded as a current liability. An estimated amount of variable consideration may differ from the actual amount. At each balance sheet date, these provisions are analyzed and adjustments are made if necessary. Any adjustments made to these provisions would also affect net product revenue and earnings. In accordance with ASC 606, the Company must make significant judgments to determine the estimate for certain variable consideration. For example, the Company must estimate the percentage of end-users that will obtain the product through public insurance such as Medicaid or through private commercial insurance. To determine these estimates, the Company relies on historical sales data showing the amount of various end-user consumer types, inventory reports from the wholesale distributors and mail-order specialty pharmacy, and other relevant data reports. Because Phexxi was launched in September 2020, this historical data is limited. Due to limits on historical data, the Company has also used trend analysis and professional judgment in developing these estimates. The specific considerations that the Company uses in estimating these amounts related to variable consideration are as follows: Distribution services fees – The Company pays distribution service fees to its wholesale distributors and mail-order specialty pharmacy. These fees are a contractually fixed percentage of WAC and are calculated at the time of sale based on the purchase amount. The Company considers these fees to be separate from the customer’s purchase of the product, therefore, they are recorded in other current liabilities on the condensed consolidated balance sheet. Prompt pay and other discount s – The Company incentivizes its customers to pay their invoices on time through prompt pay discounts. These discounts are an industry standard practice, and the Company offers a prompt pay discount to each wholesale distributor and retail pharmacy customer. The specific prompt pay terms vary by customer and are contractually fixed. Prompt pay discounts are typically taken by the Company’s customers, so an estimate of the discount is recorded at the time of sale based on the purchase amount. Prompt pay discount estimates are recorded as contra trade accounts receivable on the condensed consolidated balance sheet. 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 – Certain government entities and covered entities (e.g. Veterans Administration, 340B covered entities) are able to purchase the product at a price discounted below WAC. The difference between the government or covered entity purchase price and the wholesale distributor purchase price of WAC will be charged back to the Company. The Company estimates the amount of each chargeback channel based on the expected number of claims in each channel and related chargeback that is associated with the revenue being recognized for product that remains in the distribution channel at the end of each reporting period. Estimated chargebacks are recorded as contra trade accounts receivable on the condensed consolidated balance sheet. Rebates – The Company is subject to mandatory discount obligations under the Medicaid and Tricare programs. The rebate amounts for these programs are determined by statutory requirements or contractual arrangements. Rebates are owed after the product has been dispensed to an end user and the Company has been invoiced. Rebates for Medicaid and Tricare are typically invoiced in arrears. The Company estimates the amount in rebates based on the expected number of claims and related cost that is associated with the revenue being recognized for product that remains in the distribution channel at the end of each reporting period. Rebate estimates are recorded as other current liabilities on the condensed consolidated balance sheet. Patient support programs – One type of patient support program the Company offers is a co-pay program to commercially insured patients whose insurance requires a co-pay to be made when filling their prescription. This is a voluntary program that is intended to provide financial assistance to patients meeting certain eligibility requirements. The benefit amount is capped at a maximum per patient level each calendar year. The Company estimates the amount of financial assistance for these programs based on the expected number of claims and related cost that is associated with the revenue being recognized for product that remains in the distribution channel at the end of each reporting period. Patient support programs estimates are recorded as other current liabilities on the condensed consolidated balance sheet. Product returns – Customers have the right to return product that is within six months or less of the labeled expiration date or that is past the expiration date by no more than six months. Phexxi was commercially launched in September 2020 and there have been minimal returns as of March 31, 2022. The Company uses historical sales and return data to estimate future product returns. Product return estimates are recorded as other current liabilities on the condensed consolidated balance sheet. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash, reported within the condensed consolidated statements of cash flows (in thousands): Three Months Ended March 31, 2022 2021 Cash and cash equivalents $ 2,761 $ 45,318 Restricted cash 4,171 18,975 Restricted cash included in other noncurrent assets 800 800 Total cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows $ 7,732 $ 65,093 |
Summary of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | Potentially dilutive securities excluded from the calculation of diluted net loss per share are summarized in the table below. Common shares were calculated for the convertible preferred stock and the convertible debt using the if-converted method. Three Months Ended March 31, 2022 2021 Unvested restricted common stock subject to repurchase 157,333 123,055 Common stock to be purchased under the 2019 ESPP 36,117 16,268 Options to purchase common stock 897,958 759,061 Warrants to purchase common stock 6,556,094 695,072 Series B-2 and C convertible preferred stock 555,555 — Convertible debt 1,246,154 1,192,166 Total 9,449,211 2,785,622 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Interest Income and Interest Expense Disclosure | Interest expense for the Adjuvant Notes for the three months ended March 31, 2022 and 2021 consisted of the following (in thousands): Three Months Ended March 31, 2022 2021 Coupon interest $ 513 $ 476 Amortization of issuance costs 10 10 Total $ 523 $ 486 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): March 31, 2022 December 31, 2021 Raw materials $ 574 $ 574 Work in process (1) 1,737 1,712 Finished goods (2)(3) 4,850 5,629 Total $ 7,161 $ 7,915 _____________________ (1) The work in process balance represents all production costs incurred for partially completed goods. (2) As of March 31, 2022 and December 31, 2021, the finished goods balance includes a $0.3 million inventory reserve for estimated obsolescence and excess inventory based upon assumptions about the future demand for Phexxi. (3) As of March 31, 2022 and December 31, 2021, $1.8 million and $0.2 million, in finished goods is included on the condensed consolidated balance sheet in other noncurrent assets, respectively. |
Accrued Expenses | Accrued expenses consist of the following (in thousands): March 31, 2022 December 31, 2021 Clinical trial related costs $ 6,549 $ 5,294 Selling and marketing related costs 1,972 1,997 Legal and other professional fees 608 550 Manufacturing related costs — 201 Other 620 328 Total $ 9,749 $ 8,370 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Assets and Liabilities Measured on a Recurring Basis | March 31, 2022 December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Money market funds (1) $ 5,121 $ — $ — $ 5,121 $ 11,176 $ — $ — $ 11,176 Total assets $ 5,121 $ — $ — $ 5,121 $ 11,176 $ — $ — $ 11,176 _____________________ (1) Included as a component of cash and cash equivalents and restricted cash on the accompanying condensed consolidated balance sheet. The fair values of the Company’s debt instruments and derivative liabilities embedded in the convertible preferred stock host contract as discussed in Note 8- Stockholders' Deficit measured on a recurring basis as of March 31, 2022 and December 31, 2021, respectively, are summarized in the following tables (in thousands): Fair Value March 31, 2022 Principal Amount Unamortized Issuance Costs Accrued Interest Net Carrying Amount Amount Leveling Baker Notes (1)(2) $ 27,323 $ — $ 683 $ 28,006 $ 86,089 Level 3 Adjuvant Notes (3) 25,000 (136) 2,867 27,731 27,731 Level 3 January 2022 Notes (1) 5,882 — 63 5,945 118 Level 3 March 2022 Notes (1) 7,451 — 31 7,482 149 Level 3 Derivative Liability - Convertible Preferred Stock — — — — 92 Level 3 Derivative Liability - January 2022 Warrants — — — — 3,857 Level 3 Derivative Liability - March 2022 Warrants — — — — 3,893 Level 3 Fair Value December 31, 2021 Principal Amount Unamortized Issuance Costs Accrued Interest Net Carrying Amount Amount Leveling Baker Notes (1)(2) $ 27,323 $ — $ 698 $ 28,021 $ 81,717 Level 3 Adjuvant Notes (3) 25,000 (146) 2,355 27,209 27,209 Level 3 Derivative Liability - Convertible Preferred Stock — — — — 202 Level 3 ____________________ (1) These liabilities are recorded on the condensed consolidated balance sheet at fair value. Therefore, the principal and accrued interest was included in the fair value determination and debt issuance costs were expensed. (2) The Baker Notes principal amount includes $2.3 million in interest that was paid-in-kind. |
Summary of Changes in Level 3 Financial Liabilities Measured at Fair Value on a Recurring Basis | The following tables summarize the changes in Level 3 financial liabilities related to derivative liabilities, the January 2022 Notes, the March 2022 Notes, and the Baker Notes measured at fair value on a recurring basis for the three months ended March 31, 2022 (in thousands): Derivative Liability - Convertible Preferred Stock Conversion Feature Derivative Liability - January 2022 Warrants Derivative Liability - March 2022 Warrants Derivative Liabilities Total Term Notes - January 2022 Notes Term Notes - March 2022 Notes Term Notes Total Baker First Closing Notes Baker Second Closing Notes Baker Notes Total Balance at December 31, 2021 $ 202 $ — $ — $ 202 $ — $ — $ — $ 49,030 $ 32,687 $ 81,717 Balance at issuance — 4,562 6,025 10,587 116 149 265 — — — Change in fair value presented in the Condensed Consolidated Statements of Operations (83) (705) (2,132) (2,920) 2 — 2 2,732 1,821 4,553 Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations — — — — — — — (109) (72) (181) Conversion of series B-2 convertible preferred stock (27) — — (27) — — — — — — Balance at March 31, 2022 $ 92 $ 3,857 $ 3,893 $ 7,842 $ 118 $ 149 $ 267 $ 51,653 $ 34,436 $ 86,089 The following table summarizes the changes in Level 3 financial liabilities related to the Baker Notes measured at fair value on a recurring basis for the three months ended March 31, 2021 (in thousands): Baker First Closing Notes Baker Second Closing Notes Total Balance at December 31, 2020 $ 30,451 $ 20,301 $ 50,752 Change in fair value 85 57 142 Balance at March 31, 2021 $ 30,536 $ 20,358 $ 50,894 |
Fair Value Measurement Inputs and Valuation Techniques | The fair values of the January and March 2022 Warrants issued during the first quarter of 2022 as described in Note 4- Debt were determined using the Black-Scholes option pricing model based on the following weighted-average assumptions for the period indicated. Three Months Ended March 31, 2022 Expected volatility 105.4 % Risk-free interest rate 1.5 % Expected dividend yield — % Expected term (years) 5.0 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Supplemental Financial Information, Lease Cost and Other information | Three Months Ended March 31, Lease Cost (in thousands) Classification 2022 2021 Operating lease expense Research and development $ 86 $ 144 Operating lease expense Selling and marketing 231 246 Operating lease expense General and administrative 259 203 Total $ 576 $ 593 Three Months Ended March 31, Other information (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows in operating leases $ 634 $ 486 |
Supplemental Financial Information, Lease Assets and Liabilities and Lease Term and Discount Rate | Lease Term and Discount Rate March 31, 2022 December 31, 2021 Weighted Average Remaining Lease Term (in years) 3.38 3.58 Weighted Average Discount Rate 12 % 12 % |
Maturities of Lease Liabilities | Maturity of Operating Lease Liabilities (in thousands) March 31, 2022 Remainder of 2022 (9 months) $ 1,818 Year ending December 31, 2023 2,160 Year ending December 31, 2024 2,192 Year ending December 31, 2025 1,502 Total lease payments 7,672 Less: imputed interest (1,395) Total $ 6,277 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Warrants | As of March 31, 2022, warrants to purchase up to 6,556,094 shares of the Company’s common stock remain outstanding at a weighted average exercise price of $16.34 per share. These warrants are summarized below: Type of Warrants Underlying Common Stock to be Purchased Exercise Price Issue Date Exercise Period Common Warrants 78 $ 768.60 August 17, 2012 August 17, 2012 to July 17, 2022 Common Warrants 520 $ 55.35 June 11, 2014 June 11, 2014 to June 11, 2024 Common Warrants 56,578 $ 112.50 May 24, 2018 May 24, 2018 to May 24 2025 Common Warrants 12 $ 112.50 June 26, 2018 June 26, 2018 to June 26, 2025 Common Warrants 111,111 $ 95.70 April 11, 2019 October 11, 2019 to April 11, 2026 Common Warrants 185,185 $ 95.70 June 10, 2019 December 10, 2019 to June 10, 2026 Common Warrants 204,918 $ 4.87 April 24, 2020 April 24, 2020 to April 24, 2025 Common Warrants 136,612 $ 4.87 June 9, 2020 June 9, 2020 to June 9, 2025 Common Warrants 3,822,793 $ 15.00 May 20, 2021 May 20, 2021 to May 22, 2023 Common Warrants 1,000,401 $ 5.88 January 13, 2022 March 1, 2022 to March 1, 2027 Common Warrants 1,037,886 $ 7.18 March 1, 2022 March 1, 2022 to March 1, 2027 Total 6,556,094 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance is as follows in common equivalent shares as of March 31, 2022: Common stock issuable upon the exercise of stock options outstanding 897,958 Common stock issuable upon the exercise of common stock warrants 6,556,094 Common stock available for future issuance under the 2019 ESPP 138,872 Common stock available for future issuance under the Amended and Restated 2014 Plan 162,295 Common stock available for future issuance under the Amended Inducement Plan 57,038 Common stock reserved for the conversion of preferred stock 892,664 Common stock reserved for the conversion of convertible notes 6,256,088 Total common stock reserved for future issuance 14,961,009 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expense | The following table summarizes stock-based compensation expense related to stock options, restricted stock awards (RSAs) granted to employees, non-employee directors and consultants, and the 2019 Employee Stock Purchase Plan (the 2019 ESPP) included in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 175 $ 543 Selling and marketing 163 740 General and administrative 729 2,181 Total $ 1,067 $ 3,464 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) $ in Thousands | May 04, 2022 | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($) |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Proceeds from sale of notes and warrants | $ 10,000 | |||
Proceeds from issuance of common stock and warrants | 5,700 | |||
Cash, cash equivalents, and short-term investments | 2,800 | |||
Restricted cash | 4,171 | $ 5,056 | $ 18,975 | |
Working capital deficit | 133,100 | |||
Accumulated deficit | 892,568 | $ 860,680 | ||
Subsequent Event | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Reverse stock split, conversion ratio | 0.06667 | |||
Cash and cash equivalents | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Proceeds from issuance of common stock and warrants | 5,400 | |||
Other receivables | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Proceeds from issuance of common stock and warrants | $ 300 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Apr. 14, 2020USD ($) | Oct. 03, 2019USD ($) | |
Concentration Risk [Line Items] | ||||||
Number of operating segments | segment | 1 | |||||
Restricted cash | $ 4,171,000 | $ 18,975,000 | $ 5,056,000 | |||
Proceeds received from issuance of convertible unsecured promissory notes | $ 25,000,000 | |||||
Senior Convertible Notes Payable | ||||||
Concentration Risk [Line Items] | ||||||
Restricted cash | 3,800,000 | |||||
Letter of Credit | ||||||
Concentration Risk [Line Items] | ||||||
Letters of credit | $ 50,000 | $ 750,000 | ||||
Letter of Credit | Office space | ||||||
Concentration Risk [Line Items] | ||||||
Letters of credit | 800,000 | |||||
Letter of Credit | Vehicles | ||||||
Concentration Risk [Line Items] | ||||||
Letters of credit | $ 300,000 | |||||
Revenue Benchmark | Customer Concentration Risk | Three Largest Customers | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk | 70.00% | 87.00% | ||||
Accounts Receivable | Customer Concentration Risk | Three Largest Customers | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk | 73.00% | 75.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 2,761 | $ 7,732 | $ 45,318 | |
Restricted cash | 4,171 | 5,056 | 18,975 | |
Total cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows | 7,732 | $ 13,588 | 65,093 | $ 72,251 |
Other Noncurrent Assets | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted cash included in other noncurrent assets | $ 800 | $ 800 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 9,449,211 | 2,785,622 |
Unvested restricted common stock subject to repurchase | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 157,333 | 123,055 |
Common stock to be purchased under the 2019 ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 36,117 | 16,268 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 897,958 | 759,061 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 6,556,094 | 695,072 |
Series B-2 and C convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 555,555 | 0 |
Convertible debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 1,246,154 | 1,192,166 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Trade Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
Accrued balance of variable considerations | $ 0.2 | $ 0.1 |
Other Current Liabilities | ||
Disaggregation of Revenue [Line Items] | ||
Accrued balance of variable considerations | $ 1.4 | $ 2.2 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term | 31 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term | 66 days |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Apr. 04, 2022 | Mar. 21, 2022 | Nov. 20, 2021 | Oct. 14, 2020 | Jun. 09, 2020 | Jun. 05, 2020 | Apr. 24, 2020 | Apr. 23, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | May 04, 2022 | Mar. 01, 2022 | Jan. 13, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||||||||||||
Stock option warrants to purchase common stock (in shares) | 1,037,885 | 1,000,400 | ||||||||||||
Stock option warrant to purchase, exercise price per share (in dollars per share) | $ 16.34 | $ 7.1805 | $ 5.88 | |||||||||||
Interest expense | $ 523,000 | $ 1,152,000 | ||||||||||||
Gain in fair value of financial instruments | $ (1,634,000) | (142,000) | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Warrant exercise term | 5 years | 5 years | ||||||||||||
Loss on issuance of financial instruments | $ 852,000 | 0 | ||||||||||||
January 2022 Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Gain in fair value of financial instruments | $ 700,000 | |||||||||||||
Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||||||
Baker Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Securities sold under purchase agreement | $ 10,000,000 | $ 15,000,000 | ||||||||||||
Purchase agreement, amount of securities purchasable under agreement (up to) | $ 10,000,000 | |||||||||||||
Purchase agreement, threshold amount of aggregate gross proceeds from one or more future sales of equity securities (at least) | $ 20,000,000 | $ 100,000,000 | ||||||||||||
Stock option warrant to purchase, exercise price per share (in dollars per share) | $ 36.60 | |||||||||||||
Vesting term | 5 years | |||||||||||||
Conversion price (in dollars per share) | $ 5.8065 | $ 36.60 | ||||||||||||
Conversion price as a percentage of lowest stock price | 100.00% | 115.00% | ||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000,000 | |||||||||||||
Shares issuable if converted (in shares) | 5,747,090 | |||||||||||||
Incremental warrant expense for modification | $ 800,000 | |||||||||||||
Gain in fair value of financial instruments | $ (4,600,000) | |||||||||||||
Gain in fair value of financial instruments | 200,000 | |||||||||||||
Convertible notes payable | 86,089,000 | $ 81,717,000 | ||||||||||||
Convertible notes, outstanding balance | $ 28,000,000 | |||||||||||||
Baker Notes | First Closing Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock option warrants to purchase common stock (in shares) | 204,918 | |||||||||||||
Baker Notes | Second Closing Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock option warrants to purchase common stock (in shares) | 136,612 | |||||||||||||
Adjuvant Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Effective interest rate (in percent) | 7.70% | |||||||||||||
Shares issuable if converted (in shares) | 508,998 | |||||||||||||
Convertible notes payable | $ 27,731,000 | $ 27,209,000 | ||||||||||||
Adjuvant Notes | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion price (in dollars per share) | $ 5.4279 | |||||||||||||
Conversion price as a percentage of lowest stock price | 100.00% | |||||||||||||
Term Notes - January 2022 Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible notes payable | 100,000 | |||||||||||||
Convertible notes, outstanding balance | 5,900,000 | |||||||||||||
Gain on issuance | 300,000 | |||||||||||||
Notes payable | 100,000 | |||||||||||||
Warrants at issuance | 4,600,000 | |||||||||||||
Interest expense | 100,000 | |||||||||||||
Term Notes - March 2022 Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Gain in fair value of financial instruments | 2,100,000 | |||||||||||||
Convertible notes payable | 100,000 | |||||||||||||
Convertible notes, outstanding balance | 7,500,000 | |||||||||||||
Notes payable | 100,000 | |||||||||||||
Warrants at issuance | 6,000,000 | |||||||||||||
Loss on issuance of financial instruments | 1,200,000 | |||||||||||||
Interest expense | $ 0 | |||||||||||||
Senior Convertible Notes Payable | Baker Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal Amount | $ 25,000,000 | |||||||||||||
Purchase agreement, threshold amount of aggregate gross proceeds from one or more future sales of equity securities (at least) | $ 50,000,000 | |||||||||||||
Note term | 5 years | |||||||||||||
Note term with no prepayment | 3 years | |||||||||||||
Note interest rate (percent) | 10.00% | |||||||||||||
Effective interest rate (in percent) | 10.00% | |||||||||||||
Interest expense | $ 700,000 | $ 600,000 | ||||||||||||
Written notice period | 10 days | |||||||||||||
Measurement period for determining weighted average price | 30 days | |||||||||||||
Convertible notes, stock price, benchmark (in dollars per share) | $ 74.85 | |||||||||||||
Debt redemption in event of default, multiple of outstanding balance | 3 | |||||||||||||
Conversion price (in dollars per share) | $ 36.60 | $ 4.87305 | ||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000,000 | |||||||||||||
Senior Convertible Notes Payable | Adjuvant Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal Amount | $ 25,000,000 | |||||||||||||
Note term | 5 years | |||||||||||||
Note interest rate (percent) | 7.50% | |||||||||||||
Conversion price (in dollars per share) | $ 54.75 | |||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000,000 | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||||||
Weighted average period | 30 days | |||||||||||||
Weighted average price per share (in dollars per share) | $ 150 | |||||||||||||
Restricted cash | $ 25,000,000 | $ 3,800,000 | ||||||||||||
Convertible notes, long-term | 27,700,000 | |||||||||||||
Convertible notes, long-term, principal amount | 24,800,000 | |||||||||||||
Convertible notes, long-term, accrued interest | $ 2,900,000 | |||||||||||||
Senior Convertible Notes Payable | Adjuvant Notes | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000,000 | |||||||||||||
Weighted average period | 30 days | |||||||||||||
Weighted average price per share (in dollars per share) | $ 150 | |||||||||||||
Senior Convertible Notes Payable | Adjuvant Notes | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Beneficial ownership limitation (in percent) | 0.0499 | |||||||||||||
Senior Convertible Notes Payable | Adjuvant Notes | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Beneficial ownership limitation (in percent) | 0.1999 | |||||||||||||
Senior Convertible Notes Payable | VWAP is Greater than Benchmark Price | Baker Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Redemption price (percent) | 100.00% | |||||||||||||
Senior Convertible Notes Payable | VWAP is Less than Benchmark Price | Baker Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Redemption price (percent) | 110.00% | |||||||||||||
Senior Convertible Notes Payable | Repurchase Event | Baker Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Redemption price (percent) | 110.00% | |||||||||||||
Unsecured Debt | Term Notes - January 2022 Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal Amount | $ 5,900,000 | |||||||||||||
Interest rate (in percent) | 5.00% | |||||||||||||
Unamortized discount | $ 900,000 | |||||||||||||
Interest rate in event of default (in percent) | 18.00% | |||||||||||||
Unsecured Debt | Term Notes - March 2022 Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal Amount | $ 7,450,000 | |||||||||||||
Interest rate (in percent) | 5.00% | |||||||||||||
Unamortized discount | $ 2,450,000 | |||||||||||||
Interest rate in event of default (in percent) | 18.00% |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - Adjuvant Notes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Coupon interest | $ 513 | $ 476 |
Amortization of issuance costs | 10 | 10 |
Total | $ 523 | $ 486 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 574 | $ 574 |
Work in process | 1,737 | 1,712 |
Finished goods | 4,850 | 5,629 |
Total | 7,161 | 7,915 |
Inventory reserve | 300 | 300 |
Other noncurrent assets | $ 1,800 | $ 200 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Clinical trial related costs | $ 6,549 | $ 5,294 |
Selling and marketing related costs | 1,972 | 1,997 |
Legal and other professional fees | 608 | 550 |
Manufacturing related costs | 0 | 201 |
Other | 620 | 328 |
Total | $ 9,749 | $ 8,370 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Values of Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 5,121 | $ 11,176 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 5,121 | 11,176 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Money market funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 5,121 | 11,176 |
Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 5,121 | 11,176 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Fair Value of Financial Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Baker Notes | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Interest paid in kind | $ 2,300 | |
Significant Unobservable Inputs (Level 3) | Estimate of Fair Value Measurement | Derivative Liabilities | Derivative Liability - Convertible Preferred Stock | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | 92 | $ 202 |
Significant Unobservable Inputs (Level 3) | Estimate of Fair Value Measurement | Derivative Liabilities | Derivative Liability - January 2022 Warrants | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | 3,857 | |
Significant Unobservable Inputs (Level 3) | Estimate of Fair Value Measurement | Derivative Liabilities | Derivative Liability - March 2022 Warrants | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | 3,893 | |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Baker Notes | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Principal Amount | 27,323 | 27,323 |
Unamortized Issuance Costs | 0 | 0 |
Accrued Interest | 683 | 698 |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Baker Notes | Reported Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Net Carrying Amount | 28,006 | 28,021 |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Baker Notes | Estimate of Fair Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | 86,089 | 81,717 |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Adjuvant Notes | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Principal Amount | 25,000 | 25,000 |
Unamortized Issuance Costs | (136) | (146) |
Accrued Interest | 2,867 | 2,355 |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Adjuvant Notes | Reported Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Net Carrying Amount | 27,731 | 27,209 |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Adjuvant Notes | Estimate of Fair Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | 27,731 | $ 27,209 |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Term Notes - January 2022 Notes | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Principal Amount | 5,882 | |
Unamortized Issuance Costs | 0 | |
Accrued Interest | 63 | |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Term Notes - January 2022 Notes | Reported Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Net Carrying Amount | 5,945 | |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Term Notes - January 2022 Notes | Estimate of Fair Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | 118 | |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Term Notes - March 2022 Notes | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Principal Amount | 7,451 | |
Unamortized Issuance Costs | 0 | |
Accrued Interest | 31 | |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Term Notes - March 2022 Notes | Reported Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Net Carrying Amount | 7,482 | |
Convertible Debt | Significant Unobservable Inputs (Level 3) | Term Notes - March 2022 Notes | Estimate of Fair Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | $ 149 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Changes in Level 3 Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) - Significant Unobservable Inputs (Level 3) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Liabilities | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 202 | |
Balance at issuance | 10,587 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | (2,920) | |
Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations | 0 | |
Conversion of series B-2 convertible preferred stock | (27) | |
Ending balance | 7,842 | |
Derivative Liabilities | Derivative Liability - Convertible Preferred Stock | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 202 | |
Balance at issuance | 0 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | (83) | |
Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations | 0 | |
Conversion of series B-2 convertible preferred stock | (27) | |
Ending balance | 92 | |
Derivative Liabilities | Derivative Liability - January 2022 Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 0 | |
Balance at issuance | 4,562 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | (705) | |
Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations | 0 | |
Conversion of series B-2 convertible preferred stock | 0 | |
Ending balance | 3,857 | |
Derivative Liabilities | Derivative Liability - March 2022 Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 0 | |
Balance at issuance | 6,025 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | (2,132) | |
Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations | 0 | |
Conversion of series B-2 convertible preferred stock | 0 | |
Ending balance | 3,893 | |
Debt | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 50,752 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | 142 | |
Ending balance | 50,894 | |
Debt | Term Notes | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 0 | |
Balance at issuance | 265 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | 2 | |
Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations | 0 | |
Conversion of series B-2 convertible preferred stock | 0 | |
Ending balance | 267 | |
Debt | Term Notes - January 2022 Notes | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 0 | |
Balance at issuance | 116 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | 2 | |
Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations | 0 | |
Conversion of series B-2 convertible preferred stock | 0 | |
Ending balance | 118 | |
Debt | Term Notes - March 2022 Notes | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 0 | |
Balance at issuance | 149 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | 0 | |
Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations | 0 | |
Conversion of series B-2 convertible preferred stock | 0 | |
Ending balance | 149 | |
Debt | Baker Notes | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 81,717 | |
Balance at issuance | 0 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | 4,553 | |
Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations | (181) | |
Conversion of series B-2 convertible preferred stock | 0 | |
Ending balance | 86,089 | |
Debt | Baker First Closing Notes | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 49,030 | 30,451 |
Balance at issuance | 0 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | 2,732 | 85 |
Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations | (109) | |
Conversion of series B-2 convertible preferred stock | 0 | |
Ending balance | 51,653 | 30,536 |
Debt | Baker Second Closing Notes | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 32,687 | 20,301 |
Balance at issuance | 0 | |
Change in fair value presented in the Condensed Consolidated Statements of Operations | 1,821 | 57 |
Change in fair value presented in the Condensed Consolidated Statements of Comprehensive Operations | (72) | |
Conversion of series B-2 convertible preferred stock | 0 | |
Ending balance | $ 34,436 | $ 20,358 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - First Closing Warrants (Details) - First Closing Warrants | Mar. 31, 2021 |
Expected volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 1.054 |
Risk-free interest rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 0.015 |
Expected dividend yield | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 0 |
Expected term (years) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 5 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jan. 01, 2021USD ($) | Mar. 31, 2022USD ($)vehicleclaim | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Apr. 14, 2020USD ($)ft² | Dec. 31, 2019 | Oct. 03, 2019USD ($)ft² |
Loss Contingencies [Line Items] | |||||||
Number of vehicles leased | vehicle | 71 | ||||||
Restricted cash | $ 4,171,000 | $ 18,975,000 | $ 5,056,000 | ||||
Office area (in square feet) | ft² | 8,816 | 24,474 | |||||
Renewal period | 5 years | ||||||
Purchase obligation, purchases during the period | $ 0 | 1,100,000 | |||||
Claims | claim | 0 | ||||||
Rush University | Maximum | |||||||
Loss Contingencies [Line Items] | |||||||
Earned royalty threshold | $ 100,000 | ||||||
Rush University | Royalty Agreement Terms | |||||||
Loss Contingencies [Line Items] | |||||||
Minimum annual royalty amount | $ 100,000 | ||||||
Royalty payments | $ 300,000 | $ 0 | |||||
Lease Contract Term One | |||||||
Loss Contingencies [Line Items] | |||||||
Lease term | 24 months | ||||||
Lease Contract Term Two | |||||||
Loss Contingencies [Line Items] | |||||||
Lease term | 36 months | ||||||
Vehicles | Securities Deposit | |||||||
Loss Contingencies [Line Items] | |||||||
Restricted cash | 300,000 | 300,000 | |||||
Office space | Securities Deposit | |||||||
Loss Contingencies [Line Items] | |||||||
Restricted cash | 800,000 | $ 800,000 | |||||
Letter of Credit | |||||||
Loss Contingencies [Line Items] | |||||||
Security deposit | $ 50,000 | $ 750,000 | |||||
Letter of Credit | Vehicles | |||||||
Loss Contingencies [Line Items] | |||||||
Security deposit | 300,000 | ||||||
Letter of Credit | Office space | |||||||
Loss Contingencies [Line Items] | |||||||
Security deposit | $ 800,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Supplemental Financial Statement Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease expense | $ 576 | $ 593 | |
Weighted Average Remaining Lease Term (in years) | 3 years 4 months 17 days | 3 years 6 months 29 days | |
Weighted Average Discount Rate (percent) | 12.00% | 12.00% | |
Research and development | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease expense | $ 86 | 144 | |
Selling and marketing | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease expense | 231 | 246 | |
General and administrative | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease expense | $ 259 | $ 203 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Operating Lease Maturities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Maturity of Operating Lease Liabilities | |
Remainder of 2022 (9 months) | $ 1,818 |
Year ending December 31, 2023 | 2,160 |
Year ending December 31, 2024 | 2,192 |
Year ending December 31, 2025 | 1,502 |
Total lease payments | 7,672 |
Less: imputed interest | (1,395) |
Total | $ 6,277 |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash outflows in operating leases | $ 634 | $ 486 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) | Mar. 31, 2022$ / sharesshares | Mar. 24, 2022$ / sharesshares | Feb. 15, 2022USD ($)shares | Oct. 26, 2021USD ($)$ / sharesshares | Oct. 12, 2021USD ($)$ / sharesshares | May 24, 2021USD ($)shares | May 20, 2021USD ($)$ / sharesshares | Apr. 06, 2021USD ($) | Mar. 29, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Apr. 25, 2022$ / shares | Mar. 21, 2022$ / shares | Mar. 01, 2022$ / sharesshares | Jan. 31, 2022$ / sharesshares | Jan. 13, 2022$ / sharesshares | Dec. 31, 2021$ / shares | Nov. 20, 2021$ / shares | Jun. 30, 2020$ / sharesshares | Jun. 05, 2020$ / shares | Apr. 30, 2020$ / sharesshares | Apr. 23, 2020$ / shares |
Class Of Stock [Line Items] | |||||||||||||||||||||
Common Warrants issued in connection with public offering (in shares) | shares | 1,037,885 | 1,000,400 | |||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in dollars per share) | $ 16.34 | $ 16.34 | $ 7.1805 | $ 5.88 | |||||||||||||||||
Warrants outstanding (in shares) | shares | 6,556,094 | 6,556,094 | |||||||||||||||||||
Consideration received | $ | $ 5,700,000 | ||||||||||||||||||||
Baker Notes | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in dollars per share) | $ 36.60 | ||||||||||||||||||||
Conversion price (in dollars per share) | $ 5.8065 | $ 36.60 | |||||||||||||||||||
Baker Notes | Senior Convertible Notes Payable | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Conversion price (in dollars per share) | $ 4.87305 | $ 4.87305 | $ 36.60 | ||||||||||||||||||
Public Offering | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Common Warrants issued in connection with public offering (in shares) | shares | 3,333,333 | ||||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in dollars per share) | $ 15 | ||||||||||||||||||||
Number of shares issued (in shares) | shares | 3,333,333 | 1,142,857 | |||||||||||||||||||
Price per share (in dollars per share) | $ 15 | $ 26.25 | |||||||||||||||||||
Consideration received | $ | $ 28,000,000 | ||||||||||||||||||||
Proceeds from issuance of common stock - exercise of warrants | $ | $ 46,800,000 | ||||||||||||||||||||
Over-allotment option | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Common Warrants issued in connection with public offering (in shares) | shares | 500,000 | ||||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in dollars per share) | $ 0.15 | ||||||||||||||||||||
Number of shares issued (in shares) | shares | 169,852 | ||||||||||||||||||||
Price per share (in dollars per share) | $ 14.85 | ||||||||||||||||||||
Consideration received | $ | $ 2,400,000 | $ 4,200,000 | |||||||||||||||||||
Period that additional shares are available to be purchased by underwriters | 30 days | 30 days | |||||||||||||||||||
Additional shares available for underwriters to purchase (in shares) | shares | 500,000 | 171,428 | |||||||||||||||||||
Proceeds from issuance of common stock - exercise of warrants | $ | $ 100,000 | ||||||||||||||||||||
B-1 Convertible Preferred Stock | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, convertible, conversion price (in dollars per share) | $ 9.45 | ||||||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | 0.0001 | 0.0001 | $ 0.0001 | ||||||||||||||||||
B-1 Convertible Preferred Stock | Registered Direct Offering | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued (in shares) | shares | 5,000 | ||||||||||||||||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | ||||||||||||||||||||
Price per share (in dollars per share) | $ 1,000 | ||||||||||||||||||||
Consideration received | $ | $ 4,600,000 | ||||||||||||||||||||
Preferred stock, convertible, multiplier | 0.85 | ||||||||||||||||||||
Threshold consecutive trading days | 5 days | ||||||||||||||||||||
Converted shares (in shares) | shares | 5,000 | ||||||||||||||||||||
B-1 Convertible Preferred Stock | Registered Direct Offering | Minimum | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, convertible, issuable conversion price (in dollars per share) | $ 9 | ||||||||||||||||||||
Series B-2 Convertible Preferred Stock | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Exchange of series B-2 convertible preferred stock (in shares) | shares | 1,700 | ||||||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | 0.0001 | 0.0001 | ||||||||||||||||||
Series B-2 Convertible Preferred Stock | Registered Direct Offering | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued (in shares) | shares | 5,000 | ||||||||||||||||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | ||||||||||||||||||||
Price per share (in dollars per share) | $ 1,000 | ||||||||||||||||||||
Consideration received | $ | $ 5,000,000 | ||||||||||||||||||||
Preferred stock, convertible, multiplier | 0.85 | ||||||||||||||||||||
Threshold consecutive trading days | 5 days | ||||||||||||||||||||
Series B-2 Convertible Preferred Stock | Registered Direct Offering | Minimum | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, convertible, issuable conversion price (in dollars per share) | $ 9 | ||||||||||||||||||||
Series B-2 Convertible Preferred Stock | Registered Direct Offering | Minimum | Subsequent Event | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, convertible, issuable conversion price (in dollars per share) | $ 2.66 | ||||||||||||||||||||
Common Stock | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 529,100 | ||||||||||||||||||||
Common Stock | Seven Knots, LLC | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Stock sale agreement, authorized amount | $ | $ 50,000,000 | ||||||||||||||||||||
Shares issued for commitment fee (in shares) | shares | 128,172 | ||||||||||||||||||||
Issuance of common stock (in shares) | shares | 1,080,942 | ||||||||||||||||||||
Issuance of stock, price per share (in dollars per share) | $ 5.40 | 5.40 | |||||||||||||||||||
Series C Convertible Preferred Stock | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Exchange of series B-2 convertible preferred stock (in shares) | shares | 1,700 | ||||||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Preferred stock stated value (in dollars per share) | $ 1,000 | ||||||||||||||||||||
Security Purchase Agreement Warrants | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Common Warrants issued in connection with public offering (in shares) | shares | 1,000,400 | 341,530 | 341,530 | ||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in dollars per share) | $ 5.88 | $ 36.60 | $ 36.60 | ||||||||||||||||||
Warrants | Public Offering | |||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||
Common Warrants issued in connection with public offering (in shares) | shares | 1,037,885 | 1,037,885 | |||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in dollars per share) | $ 7.18 | $ 7.18 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Warrants (Details) - $ / shares | Mar. 31, 2022 | Mar. 01, 2022 | Jan. 13, 2022 | May 20, 2021 | Jun. 09, 2020 | Apr. 24, 2020 | Jun. 10, 2019 | Apr. 11, 2019 | Jun. 26, 2018 | May 24, 2018 | Jun. 11, 2014 | Aug. 17, 2012 |
Class of Warrant or Right [Line Items] | ||||||||||||
Underlying Common Stock to be Purchased (in shares) | 6,556,094 | |||||||||||
Exercise Price (in dollars per share) | $ 16.34 | $ 7.1805 | $ 5.88 | |||||||||
Common Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Underlying Common Stock to be Purchased (in shares) | 1,037,886 | 1,000,401 | 3,822,793 | 136,612 | 204,918 | 185,185 | 111,111 | 12 | 56,578 | 520 | 78 | |
Exercise Price (in dollars per share) | $ 7.18 | $ 5.88 | $ 15 | $ 4.87 | $ 4.87 | $ 95.70 | $ 95.70 | $ 112.50 | $ 112.50 | $ 55.35 | $ 768.60 |
Stockholders' Deficit - Summa_2
Stockholders' Deficit - Summary of Common Stock Reserved for Future Issuance (Details) | Mar. 31, 2022shares |
Class Of Stock [Line Items] | |
Common stock issuable upon the exercise of common stock warrants (in shares) | 6,556,094 |
Common stock reserved for the conversion of preferred stock (in shares) | 892,664 |
Common stock reserved for the conversion of convertible notes (in shares) | 6,256,088 |
Total common stock reserved for future issuance (in shares) | 14,961,009 |
Employee Stock Purchase Plan 2019 | |
Class Of Stock [Line Items] | |
Common stock available for future issuance under 2019 ESPP (in shares) | 138,872 |
Amended and Restated 2014 Plan | |
Class Of Stock [Line Items] | |
Common stock available for future issuance under the Amended and Restated 2014 Plan and Inducement Plan (in shares) | 162,295 |
Inducement Plan | |
Class Of Stock [Line Items] | |
Common stock available for future issuance under the Amended and Restated 2014 Plan and Inducement Plan (in shares) | 57,038 |
Options to Purchase Common Stock | |
Class Of Stock [Line Items] | |
Common stock issuable upon the exercise of stock options outstanding (in shares) | 897,958 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock-based Compensation Expense Related to Stock Options, Restricted Stock Awards (RSAs) and RSUs Granted to Employees and Non-employee Directors (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | $ 1,067 | $ 3,464 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 175 | 543 |
Selling and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 163 | 740 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | $ 729 | $ 2,181 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options granted (in shares) | shares | 217,718 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense | $ | $ 7 |
Recognition period for unrecognized share-based compensation expense | 2 years 9 months 18 days |
Amended and Restated 2014 Plan | Restricted Stock Awards (RSA) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense | $ | $ 1 |
Employee Stock Purchase Plan 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock purchased under the ESPP (in shares) | shares | 0 |
Employee Stock Purchase Plan 2019 | ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Purchase price as a percentage of common stock (percent) | 85.00% |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | May 05, 2022shares | May 04, 2022USD ($)$ / sharesshares | May 10, 2022USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 01, 2022$ / shares | Jan. 13, 2022$ / shares | Dec. 31, 2021$ / sharesshares |
Subsequent Event [Line Items] | ||||||||
Stock option warrant to purchase, exercise price per share (in dollars per share) | $ / shares | $ 16.34 | $ 7.1805 | $ 5.88 | |||||
Warrant exercise term | 5 years | 5 years | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||||||
Stock Purchase Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from issuance of common stock | $ | $ 5,480 | $ 0 | ||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Exchange agreement, number of common shares to be redeemed (in shares) | 533,333 | |||||||
Exchange agreement, number of common shares to be issued (in shares) | 208,333 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Reverse stock split, conversion ratio | 0.06667 | |||||||
Reverse stock split, number of shares converted to a single share (in shares) | 15 | |||||||
Reverse stock split, number of shares converted to (in shares) | 1 | |||||||
Subsequent Event | Stock Purchase Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from issuance of common stock | $ | $ 1,300 | |||||||
Subsequent Event | Exchange Agreement Warrants | ||||||||
Subsequent Event [Line Items] | ||||||||
Exchange agreement, number of warrants to be issued (in shares) | 833,333 | |||||||
Stock option warrant to purchase, exercise price per share (in dollars per share) | $ / shares | $ 2.4765 | |||||||
Warrant exercise term | 5 years | |||||||
Subsequent Event | 5.0% Senior Subordinated Notes due 2022 | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate (in percent) | 5.00% | |||||||
Principal Amount | $ | $ 22,200 | |||||||
Debt instrument, redemption price, percentage | 100.00% | |||||||
Debt instrument, underwritten public offering threshold amount | $ | $ 20,000 | |||||||
Subsequent Event | Series B-2 Convertible Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Exchange agreement, number of convertible shares to be redeemed (in shares) | 2,100 | |||||||
Subsequent Event | Series C Convertible Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Exchange agreement, number of convertible shares to be redeemed (in shares) | 1,700 |