Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 07, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 7770 Regents Rd | ||
Entity Address, Address Line Two | Suite 113-618 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92122 | ||
City Area Code | 858 | ||
Local Phone Number | 550-1900 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | EVFM | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 88,964,369 | ||
Entity Common Stock, Shares Outstanding | 215,961,346 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relative to the registrant’s 2023 Annual Meeting of Shareholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001618835 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | San Diego, CA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,769 | $ 7,732 |
Restricted cash | 1,207 | 5,056 |
Trade accounts receivable, net | 1,126 | 6,449 |
Inventories | 5,379 | 7,674 |
Prepaid and other current assets | 2,218 | 3,229 |
Total current assets | 12,699 | 30,140 |
Property and equipment, net | 3,940 | 5,774 |
Operating lease right-of-use assets | 4,406 | 5,395 |
Other noncurrent assets | 4,118 | 1,203 |
Total assets | 25,163 | 42,512 |
Current liabilities: | ||
Accounts payable | 14,984 | 10,316 |
Accrued expenses | 4,124 | 8,370 |
Accrued compensation | 2,175 | 4,653 |
Operating lease liabilities – current | 2,311 | 2,332 |
Derivative liabilities | 1,676 | 202 |
Other current liabilities | 2,876 | 2,864 |
Total current liabilities | 93,830 | 137,663 |
Operating lease liabilities – noncurrent | 3,133 | 4,424 |
Total liabilities | 96,963 | 142,087 |
Commitments and contingencies (Note 8) | ||
Stockholders’ deficit | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no equity-classified preferred stock issued and outstanding at December 31, 2022 and 2021 | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 123,098,285 and 10,833,308 shares issued and outstanding at December 31, 2022 and 2021, respectively | 12 | 16 |
Additional paid-in capital | 817,355 | 751,260 |
Accumulated other comprehensive income | 49,527 | 5,089 |
Accumulated deficit | (938,694) | (860,680) |
Total stockholders’ deficit | (71,800) | (104,315) |
Total liabilities, convertible and redeemable preferred stock and stockholders’ deficit | 25,163 | 42,512 |
Series B1 Convertible Preferred Stock | ||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests [Abstract] | ||
Convertible and redeemable preferred stock | 0 | 0 |
Series B-2 Convertible Preferred Stock | ||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests [Abstract] | ||
Convertible and redeemable preferred stock | 0 | 4,740 |
Baker Notes | ||
Current liabilities: | ||
Convertible notes payable | 39,416 | 81,717 |
Adjuvant Notes | ||
Current liabilities: | ||
Convertible notes payable | $ 26,268 | $ 27,209 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Convertible preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock par value (in usd 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 usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 123,098,285 | 10,833,308 |
Common stock, shares outstanding (in shares) | 123,098,285 | 10,833,308 |
Series B1 Convertible Preferred Stock | ||
Convertible preferred stock, issued (in shares) | 0 | 0 |
Convertible preferred stock, outstanding (in shares) | 0 | 0 |
Series B-2 Convertible Preferred Stock | ||
Convertible preferred stock, issued (in shares) | 0 | 5,000 |
Convertible preferred stock, outstanding (in shares) | 0 | 5,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Product sales, net | $ 16,837 | $ 8,244 |
Operating expenses: | ||
Cost of goods sold | 4,415 | 4,055 |
Research and development | 25,032 | 33,129 |
Selling and marketing | 43,951 | 113,152 |
General and administrative | 27,563 | 24,709 |
Total operating expenses | 100,961 | 175,045 |
Loss from operations | (84,124) | (166,801) |
Other income (expense): | ||
Interest income | 85 | 15 |
Other expense | (2,087) | (4,732) |
Gain on issuance of financial instruments, net | (72,993) | 0 |
Change in fair value of financial instruments | 82,465 | (33,657) |
Total other income (expense), net | 7,470 | (38,374) |
Loss before income tax | (76,654) | (205,175) |
Income tax expense | (44) | (17) |
Net loss | (76,698) | (205,192) |
Series B-1 and B-2 convertible preferred stock deemed dividends | (1,316) | (1,047) |
Net loss attributable to common stockholders | (78,014) | (206,239) |
Net loss attributable to common stockholders | $ (78,014) | $ (206,239) |
Net loss per share attributable to common stockholders, basic (in usd per share) | $ (1.34) | $ (23.63) |
Net loss per share attributable to common stockholders, diluted (in usd per share) | $ (1.34) | $ (23.63) |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 58,248,079 | 8,727,253 |
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares) | 58,248,079 | 8,727,253 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Other Comprehensive Income [Abstract] | ||
Net loss | $ (76,698) | $ (205,192) |
Other comprehensive income: | ||
Change in fair value of financial instruments attributed to credit risk change | 44,438 | 5,089 |
Comprehensive loss | $ (32,260) | $ (200,103) |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE AND REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Warrants and Pre-Funded Warrants | Purchase Rights | Public Offering | Stock Purchase Agreement | Series B Convertible and Redeemable Preferred Stock | Series C Convertible and Redeemable Preferred Stock | Common Stock | Common Stock Warrants and Pre-Funded Warrants | Common Stock Purchase Rights | Common Stock Public Offering | Common Stock Stock Purchase Agreement | Additional Paid-in Capital | Additional Paid-in Capital Warrants and Pre-Funded Warrants | Additional Paid-in Capital Purchase Rights | Additional Paid-in Capital Public Offering | Additional Paid-in Capital Stock Purchase Agreement | Accumulated Other Comprehensive income | Accumulated Deficit |
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 0 | |||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 0 | |||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||
Issuance of series B-1and B-2 convertible preferred stock deemed dividends (in shares) | 10,000 | ||||||||||||||||||
Issuance of series B-1and B-2 convertible preferred stock deemed dividends | $ 9,081 | ||||||||||||||||||
Conversion of series B-1 convertible preferred stock (in shares) | (5,000) | ||||||||||||||||||
Conversion of series B-1 convertible preferred stock | $ (4,631) | ||||||||||||||||||
Deemed dividends on series B-1 and B-2 convertible preferred stock | $ (1,047) | $ 290 | |||||||||||||||||
Exchange of series B-2 convertible preferred stock to series C convertible preferred stock | 0 | ||||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2021 | 5,000 | 0 | |||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 4,740 | $ 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 stock (in shares) | 10,599 | 4,817,470 | |||||||||||||||||
Issuance of stock | $ 159 | $ 80,799 | $ 159 | $ 80,799 | |||||||||||||||
Issuance of common stock - ESPP (in shares) | 30,708 | ||||||||||||||||||
Issuance of common stock - ESPP | 297 | 297 | |||||||||||||||||
Conversion of series B-1 convertible preferred stock (in shares) | 529,100 | ||||||||||||||||||
Conversion of series B-1 convertible preferred stock | 5,662 | 5,662 | |||||||||||||||||
Deemed dividends on series B-1 and B-2 convertible preferred stock | (1,047) | (1,047) | |||||||||||||||||
Restricted stock awards issued (in shares) | 118,498 | ||||||||||||||||||
Restricted stock awards cancelled (in shares) | (71,588) | ||||||||||||||||||
Shares withheld to cover taxes related to vesting of restricted stock awards (in shares) | (24,866) | ||||||||||||||||||
Shares withheld to cover taxes related to vesting of restricted stock awards | (327) | (327) | |||||||||||||||||
Change in fair value of financial instruments attributed to credit risk change | 5,089 | 5,089 | |||||||||||||||||
Stock-based compensation | 8,898 | 8,898 | |||||||||||||||||
Net loss | $ (205,192) | (205,192) | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 10,833,308 | 10,833,308 | |||||||||||||||||
Ending balance at Dec. 31, 2021 | $ (104,315) | $ 1 | 751,275 | 5,089 | (860,680) | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||
Conversion of series B-1 convertible preferred stock (in shares) | (1,200) | ||||||||||||||||||
Conversion of series B-1 convertible preferred stock | $ (1,143) | (72) | |||||||||||||||||
Deemed dividends on series B-1 and B-2 convertible preferred stock | (1,316) | $ 118 | $ 84 | ||||||||||||||||
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 | ||||||||||||||||
May 2022 exchange transaction (in shares) | (2,100) | (1,700) | |||||||||||||||||
May 2022 exchange transaction | $ (2,099) | $ (1,628) | |||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2022 | 0 | 0 | |||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | $ 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of stock (in shares) | 48,149,846 | 32,586,530 | 22,665,000 | 2,092,430 | |||||||||||||||
Issuance of stock | $ 41,932 | $ 1,005 | $ 1,239 | $ 7,953 | $ 5 | $ 3 | $ 2 | $ 41,927 | $ 1,002 | $ 1,237 | $ 7,953 | ||||||||
Issuance of common stock - ESPP (in shares) | 75,169 | ||||||||||||||||||
Issuance of common stock - ESPP | 20 | 20 | |||||||||||||||||
Issuance of common stock - a360 Media (in shares) | 6,738,544 | ||||||||||||||||||
Issuance of common stock - a360 Media | 3,408 | $ 1 | 3,407 | ||||||||||||||||
Conversion of series B-1 convertible preferred stock (in shares) | 293,496 | ||||||||||||||||||
Conversion of series B-1 convertible preferred stock | 1,251 | 1,251 | |||||||||||||||||
Deemed dividends on series B-1 and B-2 convertible preferred stock | (81) | (81) | |||||||||||||||||
Restricted stock awards issued (in shares) | 157,333 | ||||||||||||||||||
Restricted stock awards cancelled (in shares) | (157,328) | ||||||||||||||||||
May 2022 exchange transaction (in shares) | (325,002) | ||||||||||||||||||
May 2022 exchange transaction | 2,339 | 3,655 | (1,316) | ||||||||||||||||
Cash repurchase of fractional common stock after the reverse stock split (in shares) | (11,041) | ||||||||||||||||||
Cash repurchase of fractional common stock after the reverse stock split | (18) | (18) | |||||||||||||||||
Issuance of December 2022 Notes (see Note 5) | 1,344 | 1,344 | |||||||||||||||||
Change in fair value of financial instruments attributed to credit risk change | 44,438 | 44,438 | |||||||||||||||||
Modification of Baker Warrants (see Note 5) | 1,070 | 1,070 | |||||||||||||||||
Stock-based compensation | 3,313 | 3,313 | |||||||||||||||||
Net loss | $ (76,698) | (76,698) | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 123,098,285 | 123,098,285 | |||||||||||||||||
Ending balance at Dec. 31, 2022 | $ (71,800) | $ 12 | $ 817,355 | $ 49,527 | $ (938,694) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (76,698) | $ (205,192) |
Adjustments to reconcile net loss to net cash, cash equivalents and restricted cash used in operating activities: | ||
Loss on issuance of financial instruments | 72,993 | 0 |
Change in fair value of financial instruments | (82,465) | 33,657 |
Stock-based compensation | 3,313 | 8,898 |
Depreciation | 1,015 | 1,023 |
Noncash lease expenses | 1,031 | 1,404 |
Noncash interest expenses | 2,176 | 2,665 |
Noncash inventory reserve | (300) | 300 |
Noncash instrument exchange expense | 514 | 0 |
Loss on disposal of property and equipment | 926 | 0 |
Financial instrument modification expense | 1,067 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,323 | (5,382) |
Inventories | 1,566 | (21) |
Prepaid and other assets | 2,593 | 13,882 |
Accounts payable | 4,474 | (4) |
Accrued expenses and other liabilities | (4,106) | 5,471 |
Accrued compensation | (2,478) | (1,861) |
Operating lease liabilities | (1,354) | (1,507) |
Net cash, cash equivalents and restricted cash used in operating activities | (70,410) | (146,667) |
Cash flows from investing activities: | ||
Proceeds from sale of Softcup line of business | 0 | 250 |
Purchases of property and equipment | (341) | (2,939) |
Maturities of short-term investments | 0 | 0 |
Net cash, cash equivalents and restricted cash (used in) provided by investing activities | (341) | (2,689) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants, net of discounts and commissions - public offerings | 24,882 | 81,534 |
Proceeds from issuance of common stock - exercise of warrants | 25,211 | 159 |
Proceeds from issuance of common stock, net of commissions - ATM transactions | 7,438 | 0 |
Proceeds from issuance of common stock - ESPP and exercise of stock options | 20 | 297 |
Proceeds from issuance of preferred stock - registered direct offering | 0 | 10,000 |
Payments under term notes | (5,892) | 0 |
Borrowings under convertible notes | 11,500 | 0 |
Cash repurchase of fractional common stock after the reverse stock split | (18) | 0 |
Cash paid for financing costs | (1,202) | (970) |
Payments of tax withholdings related to vesting of restricted stock awards | 0 | (327) |
Net cash, cash equivalents and restricted cash provided by financing activities | 61,939 | 90,693 |
Net change in cash, cash equivalents and restricted cash | (8,812) | (58,663) |
Cash, cash equivalents and restricted cash, beginning of period | 13,588 | 72,251 |
Cash, cash equivalents and restricted cash, end of period | 4,776 | 13,588 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | 698 | 1,389 |
Cash paid for taxes | 26 | 11 |
Supplemental disclosure of noncash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 219 | 0 |
Purchases of property and equipment included in accounts payable and accrued expenses | 105 | 476 |
Conversion of series B-2 and B-1, respectively, convertible preferred stock to common stock | 1,187 | 1,032 |
Exchange of series B-2 convertible preferred stock to series C convertible preferred stock | 1,616 | 0 |
Issuance of common stock for prepaid advertising | 3,412 | 0 |
Exchange of Adjuvant Notes for Purchase Rights | 634 | 0 |
Exchange of term notes for Purchase Rights | 4,806 | 0 |
Issuance of common stock from exercise of Purchase Rights | $ 1,007 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 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. 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. Until October 2022, the Company was developing EVO100 for the prevention of urogenital chlamydia and gonorrhea in women. Based on the positive, statistically significant outcomes of a Phase 2B/3 trial (AMPREVENCE), the Company initiated a Phase 3 clinical trial (EVOGUARD) to evaluate EVO100 for these potential indications in 2020. On October 11, 2022, the Company reported that EVOGUARD did not achieve its efficacy endpoints. The Company has discontinued investment in this development program. We remain focused on continuing to meet the unmet contraceptive need of millions of women with Phexxi. Basis of Presentation and Principles of Consolidation The Company prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) related to annual reports on Form 10-K. The Company’s financial statements are presented on a consolidated basis, which include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. 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 its supply chain could have a material adverse effect on its business, results of operations and financial condition. The full extent to which the ongoing 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, 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 slowed the Company’s ability to generate product sales of Phexxi due to reduced access to medical offices and HCPs. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities, in the normal course of business, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. The Company’s principal operations have been related to research and development, including the development of Phexxi, and to its commercially related sales and marketing efforts. Additional activities have included raising capital, 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. As of December 31, 2022, the Company had cash and cash equivalents of $2.8 million and $0.9 million in restricted cash from the Adjuvant Notes (as defined in Note 5- Debt ) that is available for use, a working capital deficit of $81.1 million and an accumulated deficit of $938.7 million. In October 2022, the Company reported that EVOGUARD did not achieve its efficacy endpoints. The Company has discontinued investment in this development program. In March 2023, the Company received a Notice of Event of Default and Reservation of Rights (the Notice of Default) from Baker Bros claiming that the Company has failed to maintain the required shares reserved amount per the Third Baker Amendment as defined in Note 5- Debt . In addition, the Notice of Default resulted in a cross default under all outstanding debt. Management’s plans to meet its cash flow needs in the next 12 months include generating recurring product revenue, restructuring its current payables, curing the event of default under its debt arrangements, and obtaining additional funding such as through the issuance of its capital stock, non-dilutive financings, or through collaborations or partnerships with other companies, including license agreements for Phexxi in foreign markets. The Company’s common stock began trading on the OTCQB® Venture Market (the OTCQB) of the OTC Markets Group, Inc., a centralized electronic quotation service for over-the-counter securities, effective October 3, 2022 under the symbol “EVFM.” While the Company’s common stock was previously listed on the Nasdaq Capital Market (Nasdaq) under the symbol “EVFM”, on August 11, 2022, it was suspended from trading on the Nasdaq due to noncompliance with the Nasdaq's minimum bid price requirement. On October 26, the Company's common stock was formally delisted from Nasdaq. The delisting of the Company’s shares from Nasdaq makes shares of the Company’s common stock less liquid and makes it more difficult for the Company to raise funds when and as needed to fund its operations. The Company has recognized limited revenues since the launch of Phexxi in September 2020 and anticipates it will continue to incur net losses for the foreseeable future. According to management estimates, liquidity resources as of December 31, 2022 are not sufficient to maintain the Company’s cash flow needs for the twelve months from the date of issuance of these consolidated financial statements. If the Company is not able to obtain the required funding, through a significant increase in revenue, equity or debt financings, license agreements for Phexxi in foreign markets, or other means, or is unable to obtain funding on terms favorable to the Company, or if the event of default under its existing debt arrangements is not cured or there is another event of default affecting the notes payable, there will be a material adverse effect on commercialization and development operations, seek bankruptcy protection, and the Company's ability to execute its strategic development plan for future growth. If the Company cannot successfully raise additional funding and implement its strategic development plan, the Company may be forced to make further reductions in spending, including spending in connection with its commercialization activities, extend payment terms with suppliers, liquidate assets where possible at a potentially lower amount than as recorded in the consolidated financial statements, suspend or curtail planned operations or cease operations entirely. Any of these could materially and adversely affect the Company's liquidity, financial condition and business prospects, and the Company would not be able to continue as a going concern. The Company has concluded that these circumstances and the uncertainties associated with the Company’s ability to obtain additional equity or debt financing on terms that are favorable to the Company, or at all, and otherwise succeed in its future operations raise substantial doubt about the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include, but are not limited to: the assumptions used in measuring the revenue gross-to-net variable consideration items; the trade accounts receivable credit loss reserve estimate; the discount rate used in estimating the fair value of the lease right - of - use (ROU) assets and lease liabilities; the assumptions used in estimating the fair value of convertible notes, warrants and purchase rights issued; the useful lives of property and equipment; the recoverability of long-lived assets; and clinical trial accruals; the assumptions used in estimating the fair value of stock-based compensation expense. These assumptions are more fully described in Note 3- Revenue , Note 5- Debt , Note 7- Fair Value of Financial Instruments , Note 8- Commitments and Contingencies , and Note 11- 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 consolidated balance sheets. The Company has not experienced any losses in such accounts and believes it is not exposed to significant concentrations of credit risk on its cash, cash equivalents and restricted cash balances on amounts in excess of federally insured limits due to the financial position of the depository institutions in which these deposits are held. The Company’s deposits were primarily held in Silicon Valley Bank prior to their closure by regulators, however, the Company was subsequently able to regain full access to all its deposits and moved these to a different financial institution. The Company is also subject to credit risk related to its trade accounts receivable from product sales. Its customers are located in the 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 December 31, 2022, based on the evaluation of these factors the Company did not record an allowance for doubtful accounts. Phexxi is distributed primarily through three major distributors and a mail-order pharmacy, 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 years ended December 31, 2022, and 2021, the Company’s three largest customers combined made up approximately 77% and 75% of its gross product sales, respectively. As of December 31, 2022 and 2021, the Company's four largest customers combined made up 81% and the Company's three largest customers combined made up 75%, respectively, of its trade accounts receivable balance. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of readily available cash in checking accounts and money market funds. Restricted cash consists of cash held in monthly time deposit accounts and letters of credit, which are collateral for the Company’s credit cards, facility leases and fleet leases, as described in Note 8- Commitments and Contingencies . As of December 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 $0.9 million of the $25.0 million received from the issuance of Adjuvant Notes (as defined below) in the fourth quarter of 2020 is classified as restricted cash due to the Company's contractual obligation to use the funds for specific purposes. Refer to Note 14 – Subsequent Events for forfeiture of the $0.8 million letter of credit related to the office lease. The following table provides a reconciliation of cash, cash equivalents and restricted cash, reported within the consolidated statements of cash flows (in thousands): Years Ended December 31, 2022 2021 Cash and cash equivalents $ 2,769 $ 7,732 Restricted cash 1,207 5,056 Restricted cash included in other noncurrent assets 800 800 Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows $ 4,776 $ 13,588 Trade Accounts Receivable and Allowance Trade accounts receivable are amounts owed to the Company by its customers for product that has been delivered. The trade accounts receivable are recorded at the invoice amount, less prompt pay and other discounts, chargebacks, and an allowance for credit losses, if any. The allowance for credit losses is the Company’s estimate of losses over the life of the receivables. The Company determines the allowance for credit losses based on its historical payment information by customer and the analysis of the trade accounts receivable balance by customer segment. When the collectability of an invoice is no longer probable, the Company will create a reserve for that specific receivable. If a receivable is determined to be uncollectible, it is charged against the general credit loss reserve or the reserve for the specific receivable, if one exists. Fair Value of Financial Instruments The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The valuation of assets and liabilities are subject to fair value measurements using a three-tiered approach. Fair value measurement is classified and disclosed by the Company in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts payable, accrued expenses and accrued compensation approximate their fair values due to their short-term nature. The Company believes that the Adjuvant Notes bear interest at a rate that approximates prevailing market rates for instruments with similar characteristics and, accordingly, the carrying value of the Adjuvant Note, as defined below, approximates fair value. The Company estimates the fair value of long-term debt utilizing an income approach. The Company uses a present value calculation to discount principal and interest payments and the final maturity payment on these liabilities using a discounted cash flow model based on observable inputs. The debt instrument is then discounted based on what the current market rates would be as of the reporting date. Based on the assumptions used to value these liabilities at fair value, the debt instrument is categorized as Level 2 in the fair value hierarchy. Inventories Inventories, consisting of purchased materials, direct labor and manufacturing overheads, are stated at the lower of cost, or net realizable value. Cost is determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At each balance sheet date, the Company evaluates ending inventories for excess quantities, obsolescence, or shelf-life expiration. The evaluation includes an analysis of the Company’s current and future strategic plans, anticipated future sales, the price projections of future demand, and the remaining shelf life of goods on han d. To the extent that management determines there are excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value in accordance with the first-in, first-out inventory costing method. Property and Equipment Property and equipment generally consist of research equipment, computer equipment and software and office furniture. Property and equipment are recorded at cost and depreciated over the estimated useful lives of the assets (generally three Impairment of Long-lived Assets The Company reviews property and equipment for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset or asset group are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset or asset group exceeds its fair value. The Company did not recognize an impairment loss related to long-lived assets during the years ended December 31, 2022 and 2021. Clinical Trial Accruals As part of the process of preparing the financial statements, the Company is required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations (CROs), consultants and under clinical site agreements relating to conducting clinical trials. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company's objective is to reflect the appropriate clinical trial expenses in our consolidated financial statements by recording those expenses in the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the clinical trial as measured by patient progression and the timing of various aspects of the trial. Management determines accrual estimates through financial models and discussions with applicable personnel and outside service providers as to the progress of clinical trials. During a clinical trial, the Company adjusts the clinical expense recognition if actual results differ from its estimates. The Company makes estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known at that time. The Company’s clinical trial accruals are partially dependent upon accurate reporting by CROs and other third-party vendors. The Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low for any period. Fair Value of Warrants Upon the issuance of the warrants, they are initially measured at fair value and reviewed for the appropriate classification (liability or equity). Warrants determined to require liability accounting are subsequently re-measured with changes in fair value being recognized as a component of other income (expense), net in the consolidated statements of operations. Warrants are value using an option pricing model based on the applicable assumptions, which include the exercise price of the warrants, time to expiration, expected volatility of our peer group, risk-free interest rate, and expected dividends. The Company re-evaluates the classification of its warrants at each balance sheet to determine the proper balance sheet classification for them. T he assumptions used in the OPM are considered level 3 assumptions and include, but are not limited to, the market value of invested capital, our cumulative equity value as a proxy for the exercise price, the expected term the purchase rights will be held prior to exercise and a risk-free interest rate, and probability of change of control events. Leases The Company determines if an arrangement is a lease or implicitly contains a lease at inception based on the lease definition, and if the lease is classified as an operating lease or finance lease in accordance with ASC 842, Leases (ASC 842). Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company's consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date or the Adoption Date for existing leases based on the present value of lease payments over the lease term using an estimated discount rate. For leases which do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date or the Adoption Date in determining the present value of lease payments over a similar term. In determining the estimated incremental borrowing rate, the Company considers a rate obtained from its primary banker for discussion purposes of a potential collateralized loan with a term similar to the lease term; the Company’s historical borrowing capability in the market; and the Company’s costs incurred for underwriting discounts and financing costs in its previous equity financings. For leases which have an implicit rate, the Company uses the rate implicit in the lease to determine the present value of the lease payments. The ROU assets also include any lease payments made and exclude lease incentives. For operating leases, lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components within a contract are generally accounted for separately. Short-term leases of 12 months or less, if any. are expensed as incurred which approximates the straight-line basis due to the short-term nature of the leases. Operating lease ROU assets and lease liabilities were $4.4 million and $5.4 million on December 31, 2022, respectively, and were $5.4 million and $6.8 million on December 31, 2021, respectively. See Note 8 - Commitments and Contingencies for more detailed discussions on leases and financial statements information under ASC 842 . Revenue The Company recognizes revenue from the sale of Phexxi in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). Revenue is recognized when the Company’s 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 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. 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. Research and Development Research and development expenses include costs associated with the Company’s research and development activities, including, but not limited to, payroll and personnel-related expenses, stock-based compensation expense, materials, laboratory supplies, clinical studies, and outside services. Research and development costs are expensed as incurred, except when accounting for nonrefundable advance payments for goods or services not yet received. These payments, if any, are capitalized at the time of payment and expensed as the related goods are delivered or the services are performed. Advertising Costs for producing advertising are expensed when incurred. Costs for communicating advertising, such as television commercial airtime and print media space, are recorded as prepaid expenses and then expensed when the advertisement occurs. Patent Expenses The Company expenses all costs incurred relating to patent applications, including, but not limited to, direct application fees and the legal and consulting expenses related to making such applications. Such costs are included in general and administrative expenses in the consolidated statements of operations. Stock-based Compensation Stock-based compensation expense for stock options issued to employees, non-employee directors and consultants is measured based on estimating the fair value of each stock option on the date of grant using the BSM option-pricing model. The following table summarizes the Company’s stock-based awards expensing policies for employees and non-employees: Employees and Service only condition Straight-line based on the grant date fair value Performance criterion is probable of being met: Service criterion is complete Recognize the grant date fair value of the award(s) once the performance criterion is considered probable of occurrence Service criterion is not complete Expense using an accelerated multiple-option approach (1) over the remaining requisite service period Performance criterion is not probable of being met and: No expense is recognized until the performance criterion is considered probable at which point expense is recognized using an accelerated multiple-option approach ________________ (1) The accelerated multiple-option approach results in compensation expense being recognized for each separately vesting tranche of the award as though the award was in substance multiple awards and, therefore, results in accelerated expense recognition during the earlier vesting periods. Fair Value of Stock Options The fair value of stock options is determined using the BSM option-pricing model based on the applicable assumptions, which includes the exercise price of warrants, time to expiration, expected volatility of our peer group, risk-free interest rate and expected dividend. The Company records forfeitures when they occur. Performance-based Awards For performance-based RSAs (i) the fair value of the award is determined on the grant date, (ii) the Company assesses the probability of the individual milestone under the award being achieved, and (iii) the fair value of the shares subject to the milestone is expensed over the implicit service period commencing once management believes the performance criteria is probable of being met. If the performance-based RSAs are modified, the Company applies the share-based payment modification accounting in accordance with ASC 718, Compensation-Stock Compensation (ASC 718). Income Taxes The accounting guidance for uncertainty in income taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Net 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 Series B-2 Convertible Preferred Stock and the convertible debt using the if-converted method. Years Ended December 31, 2022 2021 Common stock to be purchased under the 2019 ESPP — 33,910 Options to purchase common stock 709,119 708,329 Warrants to purchase common stock 256,545,987 4,517,807 Series B-2 convertible preferred stock — 555,555 Purchase rights to purchase common stock 561,275,330 — Convertible debt 2,263,210,550 1,192,167 Total 3,081,740,986 7,007,768 Recently Adopted Accounting Pronouncements In August 2020, the 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 , and ASC 815, Derivatives and Hedging - Contracts in Entity’s Own Equity (ASC 815) . ASU No. 2020-06 will be effective for the Company beginning January 1, 2024 and early adoption is allowed. The adoption of ASU No. 2020-06 did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements — Not Yet Adopted |
Revenue
Revenue | 12 Months Ended |
Dec. 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; (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 U.S. and consist of wholesale distributors, retail pharmacies, and a mail-order specialty pharmacy. Payment terms vary by customer, but typically range from 31 to 66 days and include prompt pay discounts. 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 . 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, industry data, 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 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 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 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 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 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 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 December 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 consolidated balance sheet. The variable considerations discussed above were recorded in the consolidated balance sheet and consisted of $0.1 million in contra trade accounts receivable as of both December 31, 2022 and 2021 and $2.6 million and $2.2 million in other current liabilities as of December 31, 2022 and 2021, respectively. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The inventory costs include all purchased materials, direct labor and manufacturing overhead. Inventories consist of the following (in thousands) for the period indicated: December 31, 2022 2021 Raw materials $ 758 $ 574 Work in process (1) 4,142 1,712 Finished goods (2) 1,748 5,629 Total (3) $ 6,648 $ 7,915 _____________________ (1) The work in process balance represents all production costs incurred for partially completed goods, including inventory designated for relabeling. (2) The finished goods balance as of December 31, 2021, includes $0.3 million inventory reserve for estimated obsolescence and excess inventory based upon assumptions about the future demand for Phexxi. (3) A portion of the total inventory balance is included in other noncurrent assets. |
Debt
Debt | 12 Months Ended |
Dec. 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. With the completion of the underwritten public offering in June 2020 the exercise price of the Baker Warrants was $36.60. 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 are 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 expense pertaining to the Baker Notes for the years ended December 31, 2021 was approximately $2.8 million. As of December 31, 2021, the accrued interest is recorded in the consolidated balance sheet in other current liabilities with a total balance of $0.7 million. As discussed below, with the amendment to the Baker Bros. Purchase Agreement, interest payments were paid-in kind. The Company accounts for the Baker notes under the fair value method as described below and, therefore, the interest associated with the Baker Notes is included in the fair value determination. As of December 31, 2022, the Baker Notes could be converted into 1,400,966,828 shares of common stock. The Baker Notes are callable by the Company on 10 days’ written notice beginning on the third anniversary of the Baker Initial Closing. 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 (collectively, the Embedded Features of the Baker Notes), which was subsequently adjusted in an amendment to the Baker Notes on September 15, 2022, as further described below. 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 Baker Amendment as defined below. 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 shall have 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 had met a qualified financing threshold, defined as one or more equity financings resulting in aggregate gross proceeds to the Company of at least $50.0 million (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 was required to issue warrants to purchase capital stock of the Company (or other similar consideration), the Company was also required to issue to the Baker Purchasers an equivalent coverage of warrants (or other similar consideration) on the same terms as if the Baker Purchasers participated in the financing in an amount equal to the then outstanding principal of the Baker Notes held by the Baker Purchasers. In satisfaction of this requirement and in connection with the closing of the May 2022 Public Offering, the Company issued warrants to purchase 72,860,769 shares of the Company's common stock at an exercise price of $0.75 per share (the June 2022 Baker Warrants). As required by the terms of the First Baker Amendment, the June 2022 Baker Warrants have substantially the same terms as the warrants issued in the May 2022 Public Offering. Refer to Note 10 - Stockholders' Equity (Deficit) for further information. The exercise price of the initial Baker Warrants and the June 2022 Baker Warrants was reset to $0.21 per share along with the change of the conversion price per the Third Baker Amendment and further reset to $0.0325 per share with the December 2022 Notes issuance, both as discussed below. 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 now 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 by June 30, 2022, defined as a single underwritten financing resulting in aggregate gross proceeds to the Company of at least $20.0 million (Qualified Financing Threshold) and (ii) the disclosure of its top-line results from its EVOGUARD clinical trial (the Clinical Trial Milestone) by October 31, 2022. The Second Baker Amendment also provides that the exercise price of the Baker Warrants will equal the conversion price of the Baker Notes. The Company met the Qualified Financing Threshold upon the closing of the May 2022 Public Offering, and as of September 30, 2022, the conversion price and exercise price of the Baker Warrants was reset to $0.75. The Company achieved the Clinical Trial Milestone in October 2022. Also, with the achievement of the Qualified Financing Threshold and the Clinical Trial Milestone, the affirmative covenant to achieve $100.0 million in cumulative net sales of Phexxi was extended to June 30, 2023. The Baker Warrants were reset to $0.21 per share per the Third Baker Amendment and further reset to $0.0325 per share with the December 2022 Notes issuance, both as discussed below. Subsequent to December 31, 2022, the conversion and strike price adjusted to $0.0065, as discussed in Note 14 – Subsequent Events . On September 15, 2022, the Company entered into the third amendment to the Baker Bros. Purchase Agreement (the Third Baker Amendment), pursuant to which the conversion was amended to equal to $0.21, subject to adjustment for certain dilutive Company equity issuance adjustments for a two-year period, removal of an interest make-whole payment due in certain circumstances, and certain change of control and liquidation payment amounts were reduced from three times the outstanding amounts of the Baker Notes to two times the outstanding amounts. In addition, the Third Baker Amendment provides that the Company may make future interest payments to the Baker Purchasers in kind or in cash, at the Company’s option. For the year ended December 31, 2022, the Company elected an in-kind interest payment and approximately $3.3 million was added to the outstanding principal balance. 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 with changes in fair value related to changes in the Company’s credit risk being recognized as a component of accumulated other comprehensive income in the consolidated balance sheets. All other changes in fair value were recognized in the consolidated statements of operations. The Baker Notes contain various customary affirmative and negative covenants agreed to by the Company, including timely payment, in cash, of the quarterly interest payment and maintaining an active listing. On September 12, 2022, the Company received a default notice from the Baker Purchasers due to its failure of making the required payments of accrued interest for the first and second quarters of 2022 in the aggregate amount of $1.4 million and being delisted from Nasdaq. As a result of the cross-default provisions applicable to the Adjuvant Notes and the May 2022 Notes (both, as discussed below), the Company was also in default of these Notes. On September 15, 2022, the Company entered into a (i) Forbearance Agreement (the Secured Creditor Forbearance Agreement) with the Baker Purchasers, pursuant to which the Baker Purchasers agreed to forbear from exercising any of their rights and remedies during the Forbearance Period (as defined), but solely with respect to the specified events of default (Forbearance Termination Event) provided under the Secured Creditor Forbearance Agreement, which includes among other things, the first date after December 31, 2022, on which the Company’s cash falls below $1.0 million. In exchange for the forbearance and the Third Baker Amendment, the Company agreed to adjust the aggregate principal balance of the Baker Notes to $44.2 million, which includes the delinquent interest payments of $1.4 million that the Baker Purchasers agreed to forego in cash, as well as an immaterial amount of legal fees incurred by the Baker Purchasers' counsel. On December 19, 2022, the Company entered into the First Amendment to Forbearance Agreement (the Amendment) effective as of December 15, 2022 (the Amendment Effective Date) to amend certain provisions of the of the Secured Creditor Forbearance Agreement dated September 15, 2022. The Amendment revises the Secured Creditor Forbearance Agreement to (i) amend the Fifth Recital Clause to clarify that the Purchasers consent to any additional indebtedness pari passu , but not senior to that of the Purchasers, in an amount not to exceed $5.0 million, and (ii) strike and entirely replace Section 4 to clarify the terms of the Purchasers’ consent to Interim Financing (as defined therein). No other revisions were made to the Secured Creditor Forbearance Agreements. As described more fully in Note 14 – Subsequent Events , on March 7, 2023, the Company received a Notice of Event of Default and Reservation of Rights (the Notice of Default) from Baker Bros claiming that the Company has failed to maintain the required shares reserved amount per the Third Baker Amendment. As a result of the Notice of Default, approximately $92.8 million representing two times the sum of the outstanding balance and all accrued and unpaid interest thereon and all other amounts due under the SPA and other documents is due and payable within three cross default under all outstanding debt. During the year ended December 31, 2022, using the valuation methods discussed in Note 7- Fair Value of Financial Instruments , the Company recorded a gain of $42.4 million due to changes in fair value of the Baker Notes, of which $2.0 million is recorded in the consolidated statements of operations as a result of mark-to-market adjustments unrelated to instrument-specific credit losses and $44.4 million, recorded as a component of other comprehensive income due to changes in the underlying instrument-specific credit risk for the Baker Notes. Through June 30, 2023, 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 and value of the collateral. For the second half of 2022, the fair value of the Baker Notes was determined by estimating the fair value of the Market Value of Invested Capital (“MVIC”) of the Company. This was estimated using forms of the cost and market approaches. In the Cost approach, an adjusted net asset value method was used to determine the net recoverable value of the Company, including an estimate of the fair of the Company’s intellectual property. The estimated fair value of the Company's intellectual property was valued using a relief from royalty method which required management to make significant estimates and assumptions related to forecasts of future revenue, and the selection of the royalty and discount rates. If the resulting fair value is not estimated as greater than the contractual payout, the fair value of the Baker Notes then becomes the Company's MVIC available for distribution. 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, and 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 on the date of the consummation of a change of control transaction at the option of the Adjuvant Purchasers. The Adjuvant Notes have 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 for the Adjuvant Notes consist of the following, and is included in short-term convertible notes payable on the consolidated balance sheet as of December 31, 2022 (in thousands): Years Ended December 31, 2022 2021 Coupon interest $ 2,048 $ 1,959 Amortization of issuance costs 129 39 Total $ 2,177 $ 1,998 The Adjuvant Notes are 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. To the extent not previously prepaid or converted, the Adjuvant Notes will automatically convert into shares of the Company’s common stock 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. On April 4, 2022, the Company entered into the first amendment to the Adjuvant Purchase Agreement (the Adjuvant Amendment). The Adjuvant Amendment extended, effective as of the date the Company achieved the Qualified Financing Threshold upon the closing of the May 2022 Public Offering, 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. In the second quarter of 2022 and upon the closing of the May 2022 Public Offering, the conversion price was reset to $0.75. Effective as of the Company’s achievement of the Qualified Financing Threshold, the automatic conversion provisions in the Agreement were 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. On September 12, 2022, the Company was in default of the Adjuvant Notes due to the default with the Baker Notes under the cross-default provision. On September 15, 2022, the Company entered into a (i) Forbearance Agreement (the Adjuvant Forbearance Agreement) with the Adjuvant Purchasers, pursuant to which, the Adjuvant Purchasers agreed to forbear from exercising any of their rights and remedies during the Forbearance Period as defined in therein, but solely with respect to the specified events of default provided under the Adjuvant Forbearance Agreement. On September 15, 2022, the Company also entered into the second amendment to the Adjuvant Purchase Agreement (the Second Adjuvant Amendment), pursuant to which the conversion price per share was reduced to $0.21, subject to adjustment for certain dilutive Company equity issuance adjustments for a two-year period. In addition, the Company entered into an exchange agreement, pursuant to which the Adjuvant Purchasers agreed to exchange 10% of the outstanding amount of the Adjuvant Notes as of September 15, 2022 (or $2.9 million) for rights to receive 13,730,370 shares of common stock (Adjuvant Purchase Rights). The number of shares for each Adjuvant Purchase Right is initially fixed, but is subject to certain customary adjustments, and, until the second anniversary of issuance, adjustments for certain dilutive Company equity issuances. Refer to Note 10 - Stockholders' Equity (Deficit) for discussion regarding additional issuances of Purchase Rights under this provision. The Adjuvant Purchase Rights expire on June 28, 2027 and do not have an exercise price per share and, therefore, will not result in cash proceeds to the Company. As of December 31, 2022, all Adjuvant Purchase Rights remain outstanding. The conversion price of the Adjuvant Notes were further reset to $0.0325 per share with the December 2022 Notes issuance, as discussed below. Subsequent to December 31, 2022, the conversion price adjusted to $0.0065, as discussed in Note 14 – Subsequent Events . The Adjuvant Notes are accounted for in accordance with authoritative guidance for convertible debt instruments and are classified as current liabilities in the consolidated balance sheet. The aggregate proceeds of $25.0 million was initially classified as restricted cash for financial reporting purposes due to contractual stipulations that specify the types of expenses the money can be spent on and how it must be allocated. Its conversion feature is required to be bifurcated as an embedded derivative due to the fact that the Company does not have sufficient number of shares reserved upon conversion. However, the fair value of such feature is immaterial as of December 31, 2022. As of December 31, 2022 and 2021, $0.9 million and $4.7 million in proceeds remained, which are included in restricted cash on the consolidated balance sheets. See Note 7- Fair Value of Financial Instruments Due to the execution of the Adjuvant Forbearance and the Second Adjuvant Amendment, the Company reviewed the Adjuvant Notes in accordance with Topics ASC 470-50 – Modifications and Extinguishments and ASC 470-60 – Troubled Debt Restructurings by Debtors. The Company concluded that although changes in the structure of the debt met certain qualitative factors to qualify as a troubled debt restructuring (TDR), the effective interest rate post changes was greater than the original effective interest rate and, therefore, failed the quantitative test to be a TDR. The Adjuvant Notes were evaluated in accordance with ASC 470-50 and were determined to have failed certain qualitative factors to qualify as a modification and, therefore, were accounted for as an extinguishment. The Company removed the old debt from its books and recorded the new, revised debt and concurrently recognized a gain of approximately $2.5 million upon extinguishment, included in change in fair value of financial instruments within the consolidated statements of operations. As discussed above and described more fully in Note 14 – Subsequent Events , on March 7, 2023, the Company received a Notice of Event of Default and Reservation of Rights (the Notice of Default) from Baker Bros. resulting in a cross default under the all outstanding debt and as such, the Company was not in compliance with all applicable covenants as of the filing date of this Annual Report on Form 10-K, including the cross-default provisions addressed by the Secured Creditor Forbearance Agreement discussed above. As of December 31, 2022 and 2021, the Adjuvant Notes are recorded in the consolidated balance sheet as short-term convertible notes payable with a total balance of $26.3 million and $27.2 million, respectively. As of December 31, 2022 and 2021, the balance is comprised of $22.3 million and $24.8 million, respectively, in principal, net of unamortized debt issuance costs, and $4.0 million and $2.4 million, respectively, in accrued interest. As of December 31, 2022 and assuming the current conversion price of $0.0325 per share, the Adjuvant Notes could be converted into 815,987,312 shares of common stock. Term Notes January and March 2022 Notes On January 13, 2022, the Company entered into a Securities Purchase Agreement (the January 2022 Purchase Agreement) with institutional investors (the January 2022 Notes 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 1,000,401 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 Notes 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 approximately $7.5 million (the March 2022 Notes), which included an original issue discount of approximately $2.5 million, and (ii) warrants (the March 2022 Warrants) to purchase up to 1,037,886 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 consolidated balance sheet. Both the January and March 2022 Notes and Warrants were marked-to-market at each reporting date. Under the valuation methods as described in Note 7- Fair Value of Financial Instruments the Company recorded the following in the consolidated financial statements related to the January and March 2022 Notes and Warrants during the year ended December 31, 2022: (i) $0.2 million in notes at issuance; (ii) $10.6 million in warrants at issuance as a derivative liability; and (iii) a $0.9 million loss on issuance. During the year ended December 31, 2022, the Company recognized gains in fair value of financial instruments as a result of the mark-to-market adjustment on the January and March 2022 Warrants of $10.6 million. On May 4, 2022, the January and March 2022 Notes were exchanged pursuant to the May 2022 Exchange, as defined below. May 2022 Notes On May 4, 2022, the Company entered into amendment and exchange agreements (the May 2022 Exchange) with the holder of issued and outstanding Series B-2 and C Preferred Stock, Seven Knots, and the January and March 2022 Notes Purchasers (collectively, the May 2022 Notes Purchasers), pursuant to which they agreed to exchange all of the January and March 2022 Notes, 2,100 shares of Series B-2 Convertible Preferred Stock, 1,700 shares of Series C Convertible Preferred Stock, and 533,333 shares of the Company’s Common Stock for (i) new 5.0% Senior Subordinated Notes with an aggregate principal amount of $22.3 million (the May 2022 Notes), (ii) 208,333 new shares of Common Stock and (iii) new warrants to purchase up to 833,333 shares of Common Stock (the May 2022 Warrants). The May 2022 Warrants have an exercise price of $2.4765 per share and were exercisable immediately with a five-year term. The 2,100 shares of Series B-2 Convertible Preferred Stock, 1,700 shares of Series C Convertible Preferred Stock, and 533,333 shares of the Company’s Common Stock that were exchanged in the May 2022 Exchange were retired by the Company. All exchange transactions aforementioned were cashless. The May 2022 Notes are substantially similar to the January and March 2022 Notes, except that (i) the maturity date of the May 2022 Notes was August 1, 2022 and (ii) the holders of the May 2022 Notes may require the Company to redeem or exchange up to 100% of the May 2022 Notes upon the occurrence of certain subsequent transactions (each, a Subsequent Transaction Optional Redemption). Pursuant to the terms of the May 2022 Notes and subject to certain conditions described in the May 2022 Notes, if the Company completed an underwritten public offering of at least $20 million complying with certain conditions (a Qualified Underwritten Offering) and the holder of the May 2022 Notes did not participate in the Qualified Underwritten Offering, then the holder would have forfeited their right to Subsequent Transaction Optional Redemption solely with respect to that Qualified Underwritten Offering and amounts that may have been due pursuant to the May 2022 Notes would not have been due and payable until the three-month anniversary of the Qualified Underwritten Offering. The May 2022 Public Offering qualified as the Qualified Underwritten Offering and, in connection with the May 2022 Public Offering, the holders of the May 2022 Notes waived certain of their preemptive and redemption rights and the Company redeemed $5.9 million of the May 2022 Notes. The holders of the May 2022 Notes also waived the maturity date of the May 2022 Notes until October 31, 2022. The May 2022 Notes contain various customary affirmative and negative covenants agreed to by the Company. The May 2022 Notes also include other customary events of default, which include the suspension of trading of shares of the Company’s common stock on the Nasdaq Capital Market for a period of more than five On September 15, 2022, the Company entered into exchange agreements with each of the May 2022 Notes Purchasers (the May 2022 Notes Exchange Agreements), pursuant to which the May 2022 Notes Purchasers agreed to exchange all outstanding balance of the May Notes as of September 15, 2022 using the higher interest rate and redemption premium aforementioned for purchase rights (the May Note Purchase Rights) to receive 104,029,723 shares of common stock. As a result, the May Notes are no longer outstanding as of December 31, 2022. The number of right shares for each May Note Purchase Right is initially fixed, but is subject to certain customary adjustments, and, until the second anniversary of issuance, adjustments for certain dilutive Company equity issuances, as further discussed in Note 10 - Stockholders' Equity (Deficit) and expire on June 28, 2027. The May 2022 Notes Purchasers also waived certa |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): December 31, 2022 2021 Insurance $ 1,387 $ 1,144 Selling and marketing related costs 44 1,134 Manufacturing related costs 82 322 Other 705 629 Total $ 2,218 $ 3,229 Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): December 31, Useful Life 2022 2021 Research equipment 5 years $ 653 $ 653 Computer equipment and software 3 years 639 619 Office furniture 5 years 881 881 Leasehold improvements 5 years or less 3,388 3,388 Construction in-process — 1,568 2,407 7,129 7,948 Less: accumulated depreciation (3,189) (2,174) Total, net $ 3,940 $ 5,774 Depreciation and amortization expense for property and equipment is disclosed in the consolidated statements of cash flows. Other Noncurrent Assets Other noncurrent assets consist of the following (in thousands): December 31, 2022 2021 Restricted cash included in noncurrent assets $ 800 $ 800 Inventories, long-term 1,270 241 Prepaid directors & officers' insurance 1,717 109 Other 331 53 Total $ 4,118 $ 1,203 Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, 2022 2021 Clinical trial related costs $ 2,574 $ 5,294 Selling and marketing related costs 674 1,997 Legal and other professional fees — 550 Manufacturing related costs — 201 Other 876 328 Total $ 4,124 $ 8,370 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 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, restricted cash, and Flex Note receivable, measured on a recurring basis are summarized in the following tables, as applicable (in thousands): December 31, 2022 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Money market funds (1) $ 2,612 $ 2,612 $ — $ — Total assets $ 2,612 $ 2,612 $ — $ — December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Money market funds (1) $ 11,176 $ 11,176 $ — $ — Total assets $ 11,176 $ 11,176 $ — $ — (1) Included as a component of cash and cash equivalents and restricted cash on the consolidated balance sheet. Fair Value of Financial Liabilities The following table is a summary of the Company's convertible debt instruments as of December 31, 2022 and 2021, respectively (in thousands). Fair Value As of December 31, 2022 Principal Amount Unamortized Issuance Costs Accrued Interest Redemption Amount Amount Exchanged Net Carrying Amount Amount Leveling Baker Notes (1) (2) $ 45,528 $ — $ — $ — $ — $ 45,528 $ 39,260 Level 3 Adjuvant Notes (3) (4) 22,500 (252) 4,020 — — 26,268 — N/A May 2022 Notes ( 1) 16,376 — 1,101 4,369 (21,846) — — N/A Dec 2022 Notes (1) 2,308 — — — — 2,308 156 Level 3 _____________ (1) These liabilities are/were carried at fair value in the consolidated balance sheets. As such, the principal and accrued interest was included in the determination of fair value. The related debt issuance costs were expensed. (2) The Baker Notes principal amount includes $5.6 million of interest paid-in kind as of December 31, 2022. (3) The Adjuvant Notes are recorded in the consolidated balance sheets at their net carrying amount which includes principal and accrued interest, net of unamortized issuance costs. (4) The principal amount and accrued interest of the Adjuvant Notes are net of the 10% reduction in principal and interest of $2.5 million and $0.4 million, respectively, received in exchange for the issuance of Purchase Rights. Fair Value As of 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 _____________ (1) These liabilities are/were carried at fair value in the consolidated balance sheets. As such, the principal and accrued interest was included in the determination of fair value. The related debt issuance costs were expensed. (2) The Baker Notes principal amount includes $2.3 million of interest paid-in kind as of December 31, 2021. (3) The Adjuvant Notes are recorded in the consolidated balance sheets at their net carrying amount which includes principal and accrued interest, net of unamortized issuance costs. The following tables summarize the Company's derivative liabilities as of December 31, 2022 and 2021 as discussed in Note 10- Stockholders' Equity (Deficit) (in thousands): Fair Value As of December 31, 2022 (1) Amount Leveling April and June 2020 Baker Warrants $ 1 Level 3 May 2022 Public Offering Warrant 303 Level 3 June 2022 Baker Warrants 170 Level 3 December 2022 Warrants 107 Level 3 Purchase Rights 1,095 Level 3 Total Derivative Liabilities $ 1,676 _____________________ (1) As of December 31, 2022, all warrants issued by the Company are subject to liability accounting due to potential settlement in cash, an insufficient number of authorized shares and other adjustment mechanics. However, warrants with an exercise price greater than $0.05 per share were considered to be significantly out of the money as of December 31, 2022 and therefore the value ascribed to those warrants was considered to be de minimus and is therefore excluded from the above table. Fair Value As of December 31, 2021 Amount Leveling Derivative Liabilities - Convertible Preferred Stock $ 202 Level 3 Change in Fair Value of Level 3 Financial Liabilities The Baker Warrants, as discussed in Note 5- Debt , were determined to be classified as liabilities. Therefore, they were stated at fair value at issuance and subject to mark-to-market adjustments at each reporting date until a subsequent event occurs that would change their classification. They were considered Level 3 instruments because the fair value measurement was based, in part, on significant inputs not observed in the market. The following table summarizes the changes in Level 3 financial liabilities related to Term Notes, Baker Notes and December 2022 Notes measured at fair value on a recurring basis for the years ended December 31, 2022 (in thousands). Term Notes - January 2022 Notes Term Notes - March 2022 Notes Term Notes - May 2022 Notes Baker First Closing Notes Baker Second Closing Notes December 2022 Notes Total Balance at December 31, 2021 $ — $ — $ — $ 49,030 $ 32,687 $ — $ 81,717 Balance at issuance 116 149 447 — — 156 868 Debt repayment — — (5,892) — — — (5,892) Change in fair value presented in the Condensed Consolidated Statements of Operations 4 2 10,251 1,189 792 — 12,238 Change in fair value presented in the Statements of Comprehensive Operations (26,663) (17,775) — (44,438) Exchange of notes (noncash) (120) (151) (4,806) — — — (5,077) Balance at December 31, 2022 $ — $ — $ — $ 23,556 $ 15,704 $ 156 $ 39,416 The following table summarizes the changes in Level 3 financial liabilities related to Baker Notes measured at fair value on a recurring basis for the years ended December 31, 2021 (in thousands). Baker First Closing Notes Baker Second Closing Notes Total Balance at December 31, 2020 $ 30,451 $ 20,301 $ 50,752 Initial liability at issuance 21,632 14,422 36,054 Change in fair value (3,053) (2,036) (5,089) Balance at December 31, 2021 $ 49,030 $ 32,687 $ 81,717 The following table summarizes the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the years ended December 31, 2022 (in thousands). Derivative Liability - Convertible Preferred Stock Conversion Feature Derivative Liabilities Previously Classified as Equity Instruments Derivative Liability - January 2022 Warrants Derivative Liability - March 2022 Warrants Derivative Liability - May 2022 Warrants May 2022 Public Offering Common Warrants May 2022 Public Offering Pre-Funded Warrants June December 2022 Warrants Purchase Rights Derivative Liabilities Total Balance at December 31, 2021 $ 202 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 202 Balance at issuance — — 4,562 6,025 1,613 18,074 4,633 70,238 107 6,284 111,536 Exercises — — — — — (12,086) (4,633) — — (1,007) (17,726) Change in fair value presented in the consolidated statements of operations (83) — (4,562) (6,025) (1,613) (5,685) — (70,068) — (4,182) (92,218) Conversion of series B-2 convertible preferred stock (46) — — — — — — — — — (46) Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. — 1 — — — — — — — — 1 May 2022 exchange transaction (73) — — — — — — — — — (73) Balance at December 31, 2022 $ — $ 1 $ — $ — $ — $ 303 $ — $ 170 $ 107 $ 1,095 $ 1,676 The following table summarizes the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the year ended December 31, 2021 (in thousands): Derivative Liabilities Beginning balance $ — Initial liability at issuance 550 Conversion of series B-1 convertible preferred stock (275) Change in fair value presented in the consolidated statements of operations (73) Ending balance $ 202 Valuation Methodology Baker Notes Through June 30, 2022, the fair value of the Baker Notes issued, and the change in fair value of the Baker Notes at the reporting date, were determined using a Monte Carlo simulation-based model. The Monte Carlo simulation was used to take into account several embedded features and factors, including the future value of our common stock, a potential change of control event, the probability of meeting certain debt covenants, the maturity term of the Baker Notes, the probability of an event of voluntary conversion of the Baker Notes, the probability of the failure to meet the affirmative covenant to achieve $100.0 million in cumulative net sales of Phexxi by June 30, 2023, and the probability of exercise of the put right and the probability of exercise of our call right. The fair value of the Baker Notes are subject to uncertainty due to the assumptions that are used in the Monte Carlo simulation-based model. These factors include but are not limited to the future value of the Company's common stock, the probability and timing of a potential change of control event, the probability of meeting certain debt covenants, the probability of an event of voluntary conversion of the Baker Notes, exercise of the put right, and exercise of the Company's call right. The fair value of the Baker Notes is sensitive to these estimated inputs made by management that are used in the calculation. For the second half of 2022, the fair value of the Baker Notes issued as described in Note 5- Debt , and subsequent changes in fair value recorded at each reporting date, was determined by estimating the fair value of the Market Value of Invested Capital (“MVIC”) of the Company. This was estimated using forms of the cost and market approaches. In the Cost approach, an adjusted net asset value method was used to determine the net recoverable value of the Company, including an estimate of the fair of the Company’s intellectual property. The estimated fair value of the Company's intellectual property was valued using a relief from royalty method which required management to make significant estimates and assumptions related to forecasts of future revenue, and the selection of the royalty ( 3.5%) and discount (19.0%) rates. The guideline public company method served as another valuation indicator. In this form of the Market approach, comparable market revenue multiples were elected and applied to the Company's forward revenue forecast to ultimately derive a MVIC indication. If the resulting fair value from these approaches is not estimated as greater than the contractual payout, the fair value of the Baker Notes then becomes only the Company MVIC available for distribution to this first lien note holder. January and March 2022 Notes The fair value of the January and March 2022 Notes issued as described in Note 5- Debt , and subsequent changes in fair value recorded at each reporting date, were determined using a probability weighted expected return method (PWERM) model. PWERM 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 January and March 2022 Notes, exercise of the put right, and exercise of the Company's call right. May 2022 Notes The fair value of the May 2022 Notes issued as described in Note 5 - Debt , and subsequent changes in fair value recorded at each reporting date, were determined using a PWERM model. PWERM 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 January and March 2022 Notes, exercise of the put right, and exercise of the Company's call right. December 2022 Notes The fair value of the December 2022 Notes issued as described in Note 5- Debt , were determined using an Black-Scholes option pricing model using typical inputs such as underlying market price of the Company's common stock, the conversion/strike price, time to maturity of the December 2022 Notes, guideline public company volatilities and a risk-free interest rate. Purchase Rights The Adjuvant Purchase Rights and the May Note Purchase Rights (collectively Purchase Rights) contain certain provisions that are outside the Company’s control under which the holders can force settlement in cash; as such, the Purchase Rights are recorded as derivative liabilities in the consolidated balance sheets. The Purchase Rights are valued using an option pricing model (OPM), like a Black-Scholes Methodology with changes in the fair value being recorded in the consolidated statements of operations. The assumptions used in the OPM are considered level 3 assumptions and include, but are not limited to, the market value of invested capital, the cumulative equity value of the Company as a proxy for the exercise price and the expected term the Purchase Rights will be held prior to exercise and a risk-free interest rate. Warrants The warrants contain certain provisions, which are outside the Company’s control, under which the holders can force settlement in cash, as such, the warrants are recorded as derivative liabilities in the consolidated balance sheets. In accordance with ASC 815 - Derivatives and Hedging, certain warrants previously classified as equity instruments were determined to be liability classified (the Reclassified Warrants) due to the Company having an insufficient number of authorized shares as of December 31, 2022. The Company will continue to re-evaluate the classification of its warrants at each balance sheet to determine the proper balance sheet classification for them. The warrants are valued using an OPM based on the applicable assumptions, which include the exercise price of the warrants, time to expiration, expected volatility of our peer group, risk-free interest rate, and expected dividends. The assumptions used in the OPM are considered level 3 assumptions and include, but are not limited to, the market value of invested |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 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. The Company maintains a letter of credit as collateral in favor of the Lessor, which was included in restricted cash in the consolidated balance sheet. As of December 31, 2022 and 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. In September 2022, the Company extended the lease term for an additional 12 months for the vehicles with a term of 24 months. The Company determined that such extension is accounted for as a modification, for which the Company reassessed the lease classification and the incremental borrowing rate on the modification date and accounted for accordingly. 2020 Lease and the First Amendment On October 3, 2019, the Company entered into an office lease for approximately 24,474 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 and 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 December 31, 2022 and 2021, restricted cash maintained as collateral for the Company’s security deposit was $0.8 million. See default under lease agreement discussion within Note 14 – Subsequent Events for information regarding breach of the 2020 lease subsequent to December 31, 2022. 2022 Sublease On May 27, 2022, the Company entered into a sublease agreement with AMN Healthcare, Inc. (AMN), pursuant to which the Company agreed to sublease 16,637 rentable square feet of the Existing Premises to AMN for a term commencing on June 15, 2022 and ending coterminous with the 2020 Lease on September 30, 2025, in exchange for the sum of approximately $87,000 per month, subject to an annual 3.5% increase each year. Gross sublease income was $0.6 million for the year ended December 31, 2022. Sublease income expected to be received from AMN is $1.0 million, $1.1 million and $0.9 million in each of the years ended December 31, 2023, 2024 and 2025, respectively. Year Ended December 31, Lease Cost (in thousands) Classification 2022 2021 Operating lease expense Research and development $ 210 $ 499 Operating lease expense Selling and marketing 886 1,012 Operating lease expense General and administrative 597 827 Total $ 1,693 $ 2,338 Lease Term and Discount Rate December 31, 2022 December 31, 2021 Weighted Average Remaining Lease Term (in years) 2.68 3.58 Weighted Average Discount Rate 12 % 12 % Maturity of Operating Lease Liabilities (in thousands) Year Ended December 31 2023 $ 2,581 2024 2,360 2025 1,521 Total lease payments 6,462 Less: imputed interest (1,018) Total $ 5,444 Other information (in thousands) Year Ended Year Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows in operating leases $ 2,639 $ 2,426 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 $1.0 million and $3.0 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the $1.0 million remains unpaid. Contingencies From time to time the Company may be involved in various lawsuits, legal proceedings, or claims that arise in the ordinary course of business. On December 14, 2020, a trademark dispute captioned TherapeuticsMD, Inc. v Evofem Biosciences, Inc., filed in the United States District Court for the Southern District of Florida against the Company, alleging trademark infringement of certain trademarks owned by TherapeuticsMD under federal and state law (Case No. 9:20-cv-82296). On July 17, 2022, the Company settled the lawsuit with TherapeuticsMD, pursuant to which the Company agreed to rebrand its product by July 2024 to coincide with its marketing objectives. As of December 31, 2022, there were no other claims or actions pending against the Company, which management believe has a probable, or reasonably possible, probability of an unfavorable outcome. However, the Company may receive trade payable demand letters from its vendors that could lead to potential litigation. As of December 31, 2022, approximately 56.7% of our trade payables were greater than 90 days past due. Intellectual Property Rights |
Reduction in Force
Reduction in Force | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Reduction in Force | Reduction in Force On November 1, 2022, the Company's Board of Directors approved a reduction in force (RIF) intended to conserve the Company’s current cash resources. The Company reduced the current workforce by 39 employees, of which 8 were in research and development, 30 were in sales and marketing and one was in general and administrative. The Company estimated its aggregate pre-tax charges of approximately $0.4 million (of which $0.3 million was recorded within research and development expenses, $0.1 million, was recorded within sales and marketing expense and approximately $14,000 within general and administrative expenses), in connection with the reduction in force, primarily consisting of notice period and severance payments, employee benefits and related costs. The Company effected the reduction in force by the end of November 2022. These one-time charges were incurred primarily in the fourth quarter of 2022. As of December 31, 2022, any one-time charges not paid were considered to be de minimus. See Note 14 – Subsequent Events |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Warrants In April and June 2020, pursuant to the Baker Bros. Purchase Agreement, as discussed in Note 5- Debt , the Company issued in aggregate warrants to purchase up to 341,530 shares of the Company's common stock in a private placement at an exercise price of $36.60 per share. As discussed in Note 5- Debt , the Second Baker Amendment provides that the exercise price of the Baker Warrants will equal the conversion price of the Baker Notes. As discussed in Note 5- Debt , as of December 31, 2022, the exercise price of the Baker warrants was reset to $0.0325 per share and subsequent to year end was reset to $0.0065, as further discussed in Note 14 – Subsequent Events . In January 2022, pursuant to the January 2022 Securities Purchase Agreement as discussed in Note 5- Debt , the Company issued warrants to purchase up to 1,000,401 shares of the Company's 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 5- Debt , the Company issued warrants to purchase up to 1,037,886 shares of common stock in a registered direct offering at an exercise price of $7.18 per share. In May 2022, pursuant to the exchange agreement as described in Note 5- Debt , the Company issued common warrants to purchase up to 833,333 shares of common stock at an exercise price of $2.4765 per share. The warrants have a five-year term and were exercisable beginning on May 4, 2022. In May 2022, pursuant to the May 2022 Public Offering as described below, the Company issued common warrants to purchase up to 71,000,000 shares of common stock at an exercise price of $0.75 per share, and pre-funded warrants to purchase up to 12,835,000 shares of common stock at an exercise price of $0.001 per share. The warrants have a five-year term and were exercisable beginning May 24, 2022. The common warrants contain (and the pre-funded warrants contained) customary 4.99% and 19.99% limitations on exercise provisions. The exercise price and number of shares issuable upon exercise of the common warrants is subject to adjustment for certain dilutive issuances, stock splits and similar recapitalization transactions. As part of the debt restructuring in September 2022 as described Note 5- Debt , the exercise price of the common warrants was reset to $0.21 per share, and an additional 77,418,774 warrants were issued to holders of remaining unexercised warrants to reflect the dilutive adjustment resulting from the lower exercise price. Additionally, as part of the December 2022 Notes issuance as described in Note 5- Debt , the exercise price of the common warrants was reset to $0.0325 per share, and an additional 17,038,094 warrants were issued to holders of remaining unexercised warrants to reflect the dilutive adjustment resulting from the lower exercise price. No further adjustment to the holders of remaining unexercised warrants exists after the adjustment related to the December 2022 Notes issuance. During the second quarter of 2022, all pre-funded warrants were exercised for an immaterial amount of cash. During the year ended December 31, 2022, 35,314,846 shares of common warrants were exercised for total proceeds of $25.2 million. Subsequent to December 31, 2022, these warrants had their strike price reset to $0.0065, as discussed in Note 14 – Subsequent Events. In June 2022, as required by the Second Baker Amendment, the Company issued the June 2022 Baker Warrants to purchase up to 72,860,769 shares of the Company’s common stock, $0.0001 par value per share. The June 2022 Baker Warrants had an exercise price of $0.75 per share at issuance and a five-year term and were exercisable beginning June 28, 2022. The June 2022 Baker Warrants also contain customary 4.99% and 19.99% limitations on exercise provisions. The exercise price and number of shares issuable upon exercise of the June 2022 Baker Warrants is subject to adjustment for certain dilutive issuances, stock splits and similar recapitalization transactions. As part of the debt restructuring in September 2022 as described Note 5- Debt , the exercise price of the June 2022 Baker Warrants was reset to $0.21 per share and then was further reset to $0.0325 per share upon the December 2022 Notes issuance. Subsequent to December 31, 2022, these warrants had their strike price reset to $0.0065, as discussed in Note 14 – Subsequent Events . In December 2022, pursuant to the December 2022 Securities Purchase Agreement as discussed in Note 5- Debt , the Company issued warrants to purchase up to 46,153,847 shares of the Company's common stock in a registered direct offering at an exercise price of $0.05 per share. Subsequent to December 31, 2022, these warrants had their strike price reset to $0.0065, as discussed in Note 14 – Subsequent Events . As of December 31, 2022, warrants to purchase up to 256,545,987 shares of the Company's common stock remain outstanding at a weighted average exercise price of $0.45 per share. All warrants issued by the Company are subject to liability accounting due to potential settlement in cash, an insufficient number of authorized shares and other adjustment mechanics. However, warrants with an exercise price greater than $0.05 per share were considered to be significantly out of the money as of December 31, 2022 and therefore the value ascribed to those warrants was considered to be de minimus. In accordance with ASC 815 - Derivatives and Hedging, certain warrants previously classified as equity instruments were determined to be liability classified (the Reclassified Warrants) due to the Company having an insufficient number of authorized shares as of December 31, 2022. The Company will continue to re-evaluate the classification of its warrants at each balance sheet to determine the proper balance sheet classification for them. The fair value of the warrants is included in derivative liabilities in the consolidated balance sheets. These warrants are summarized below: Type of Warrants Underlying Common Stock to be Purchased Exercise Price Issue Date Exercise Period 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 $ 0.0325 April 24, 2020 April 24, 2020 to April 24, 2025 Common Warrants 136,612 $ 0.0325 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 31, 2022 January 31, 2022 to March 1, 2027 Common Warrants 1,037,886 $ 7.1805 March 1, 2022 March 1, 2022 to March 1, 2027 Common Warrants 833,333 $ 2.4765 May 4, 2022 May 4, 2022 to May 4, 2027 Common Warrants 130,142,022 $ 0.0325 May 24, 2022 May 24, 2022 to May 24, 2027 Common Warrants 72,860,769 $ 0.0325 June 28, 2022 May 24, 2022 to June 28, 2027 Common Warrants 46,153,847 $ 0.05 December 21, 2022 December 21, 2022 to December 21, 2027 Total 256,545,987 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. On May 4, 2022, pursuant to the May 2022 Exchange, the remaining 2,100 shares of Series B-2 Convertible Preferred Stock and 1,700 shares of Series C Convertible Preferred Stock were exchanged for Senior Subordinated Notes with an aggregate principal amount of $4.8 million and warrants to purchase up to 833,333 shares of common stock. The Company evaluated its convertible preferred stock to determine if an embedded component qualified as a derivative requiring bifurcation in accordance with ASC 815 Derivative and Hedging . The Company determined that the embedded conversion feature required bifurcation and needed to be accounted for separately as a free standing financial instrument. As a result, the fair value of the conversion feature is marked-to-market at each reporting date and is recorded on the consolidated balance sheet as a derivative liability. Changes in fair value are recognized on the consolidated income statement. The Company also evaluated its convertible preferred stock and determined that it required mezzanine equity classification. The proceeds from the offering were first allocated to the fair value of the derivative liability and the remaining balance to the convertible preferred stock. The creation of the derivative liability resulted in a discount to the convertible preferred stock, at an amount equal to the fair value of the derivative liability at issuance. The discount is accreted through a deemed dividend which is recorded on the consolidated income statement. The entire discount to the Series B-1 Convertible Preferred Stock was accreted through a single deemed dividend when it was converted into common stock immediately after the initial closing. The Company elected to accrete the discount to the Series B-2 Convertible Preferred Stock over the four-year period from the issuance date to the date when the preferred stock becomes redeemable, and such accretion was immaterial for the year ended December 31, 2021. A deemed dividend for return of capital was also recorded as a result of the Series B-1 Convertible Preferred Stock conversion into common stock. Under the valuation methods as described in Note 7- Fair Value of Financial Instruments , the Company recorded the following in the consolidated financial statements related to the convertible preferred stock issued in 2021: (i) an aggregate $9.6 million in convertible preferred stock, net of offering expenses, at issuance; (ii) an aggregate $0.5 million discount to the convertible preferred stock at issuance; (iii) an aggregate $0.5 million in derivative liabilities at issuance; (iv) a $0.8 million deemed dividend for return of capital as a result of the Series B-1 Convertible Preferred Stock conversion into common stock; (v) a $0.3 million deemed dividend for the accretion of the discount to the Series B-1 Convertible Preferred Stock upon conversion into common stock; and (vi) a $0.1 million gain in fair value of financial instruments as a result of the mark-to-market adjustment of the derivative liability at December 31, 2021. During the year ended December 31,2022, a loss of $0.1 million was recognized as a result of the mark-to-market adjustment of the derivative liability. Effective December 15, 2021, the Company amended and restated its certificate of incorporation, under which the Company is currently authorized to issue up to 5,000,000 shares of preferred stock, $0.0001 par value per share. Nonconvertible Preferred Stock On December 16, 2022, the Company filed a Certificate of Designation of Series D Non-Convertible Preferred Stock, par value $0.0001 per share (the Series D Preferred Shares). An aggregate of 70 shares has been authorized, they are not convertible into shares of common stock, have limited voting rights equal to 1% of the total voting power of the then-outstanding shares of common stock entitled to vote per shares, are not entitled to dividends, and are required to be redeemed by us, once our shareholders have approved a reverse split, as described in the Certificate of Designation. All 70 shares of the Series D Preferred were subsequently issued in connection with the December 2022 Securities Purchase Agreement as discussed in in Note 5- Debt . Since the Series D Preferred Shares can only be settled in cash, they are recorded as a liability within accrued expenses in the consolidated balance sheets. The amount related to the liability is de minimus. Common Stock Effective January 17, 2018, the Company amended and restated its certificate of incorporation, under which the Company was authorized to issue up to 300,000,000 shares of common stock, $0.0001 par value per share. Effective December 15, 2021, the Company further amended its amended and restated certificate of incorporation to increase the number of authorized shares of common stock to 500,000,000 shares. Public Offerings In March 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 filed with the SEC on March 4, 2021 and declared effective on March 11, 2021. In May 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 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 filed with the SEC on March 4, 2021 and declared effective on March 11, 2021. In May 2022, the Company completed an underwritten public offering (the May 2022 Public Offering), whereby the Company issued 22,665,000 shares of common stock and common warrants (the May Common Stock Warrants) to purchase 45,330,000 shares of common stock at a price to the public of $0.75. The common warrants have an exercise price of $0.75 per share, a five-year term, and were exercisable beginning on May 24, 2022. In the May 2022 Public Offering the Company also issued pre-funded warrants to purchase 12,835,000 shares of common stock and common warrants to purchase 25,670,000 shares of common stock at a price to the public of $0.749. The pre-funded warrants had an exercise price of $0.001 per share, were exercisable beginning on May 24, 2022 were fully exercised after completion of this offering. The Company received proceeds from the May 2022 Public Offering of $18.1 million, net of $5.9 million debt repayment, underwriting discounts and offering expenses. As discussed above, in Warrants, the May Common Stock Warrants were impacted by dilution adjustments and the strike price was reset to $0.0325 during the year ended December 31, 2022, with a further strike price reset to $0.0065, subsequent to December 31, 2022. Common Stock Purchase Agreement On February 15, 2022, the Company entered into a common stock purchase agreement (the Stock Purchase Agreement) with Seven Knots, LLC (Seven Knots), pursuant to which Seven Knots agreed to purchase from the Company up to $50.0 million in shares of the Company's common stock. Sales made to Seven Knots were at the Company's sole discretion, and the Company controlled the timing and amount of any and all sales. The price per share was based on the market price of the Company's common stock at the time of sale as computed under the Stock Purchase Agreement. As consideration for Seven Knots’ commitment to purchase shares of common stock, the Company issued 128,172 shares of common stock to Seven Knots as commitment fee shares. Sales of common stock to Seven Knots were subject to customary 4.99% and 19.99% beneficial ownership limitations. The Stock Purchase Agreement had a termination date of 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. Effective May 18, 2022, the Company and Seven Knots elected to terminate the Stock Purchase Agreement without any penalty or additional cost to the Company. Prior to termination, the Company issued a total of 1,964,272 shares of common stock under the Stock Purchase Agreement for aggregate net proceeds of $7.4 million. Unregistered shares On June 8, 2022, the Company entered into an agreement for services with a360 Media, LLC (a360 Media), pursuant to which a360 Media will provide professional media support and advertising services in exchange for, at a360 Media's option, either (a) $860,119 in cash, or (b) 2,318,380 shares of the Company's common stock at a value of $0.371 per share. On July 18, 2022, the Company and a360 Media entered into a similar agreement for professional media support and advertising services in exchange for, at a360 Media's option, either (a) $1,409,858 in cash, or (b) 1,600,293 shares of the Company's common stock at a value of $0.881 per share. On August 15, 2022, the Company and a360 Media entered into a similar agreement for professional media support and advertising services in exchange for, at a360 Media's option, either (a) $1,142,048 in cash, or (b) 2,819,871 shares of the Company's common stock at a value of $0.405 per share. Pursuant to these three agreements, the company issued an aggregate 6,738,544 unregistered shares of the Company's common stock to a360 Media. The Company evaluated the a360 Media agreement and determined that in accordance with ASC 480 Distinguishing Liabilities from Equity (ASC 480) and ASC 718 Compensation-Stock Compensation (ASC 718), the common stock issued to a360 should be equity classified and recorded as a prepaid asset in the consolidated balance sheet, which is then amortized to noncash stock-based compensation expense when services are received. During the year ended December 31, 2022, the Company recorded $3.4 million in stock-based compensation expense, which was recorded within sales and marketing expense in the consolidated statements of operations. Purchase Rights On September 15, 2022, the Company entered into certain exchange agreements with the Adjuvant Purchasers and the May 2022 Notes Purchasers to exchange, upon request, the Purchase Rights for an aggregate of 117,760,093 shares of the Company's common stock. The number of right shares for each Purchase Right is initially fixed at issuance, but is subject to certain customary adjustments, and, until the second anniversary of issuance, adjustments for certain dilutive Company equity issuances and expire on June 28, 2027. Refer to Note 7- Fair Value of Financial Instruments for the accounting treatment of the Purchase Rights. In connection with the December 2022 Notes issuance, the Company increased the number of outstanding Purchase Rights by 476,101,767. During the year ended December 31, 2022, the Company issued 32,586,530 shares of common stock upon the exercises of certain Purchase Rights. As of December 31, 2022, Purchase Rights related to the Adjuvant Purchase Rights and May Note Purchase Rights of 561,275,330 shares of the Company’s common stock remained outstanding. Subsequent to December 31, 2022, the Purchase Rights had an additional dilution adjustment, as discussed in Note 14 - S ubsequent Eve nts. Common Stock Reserved for Future Issuance Common stock reserved for future issuance, on a one-for-one basis, is as follows in common equivalent shares as of December 31, 2022: Common stock issuable upon the exercise of stock options outstanding 709,119 Common stock issuable upon the exercise of common stock warrants 256,545,987 Common stock issuance upon the exercise of purchase rights 561,275,330 Common stock available for future issuance under the 2019 ESPP 63,703 Common stock available for future issuance under the Amended and Restated 2014 Plan 498,727 Common stock available for future issuance under the Amended Inducement Plan 65,656 Common stock reserved for the conversion of convertible notes 2,263,210,550 Total common stock reserved for future issuance 3,082,369,072 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 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) and RSUs granted to employees, non-employee directors and consultants, and the 2019 ESPP (as defined below) included in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2022 2021 Research and development $ 553 $ 1,357 Selling and marketing 497 1,870 General and administrative 2,263 5,671 Total $ 3,313 $ 8,898 The 2012 Equity Incentive Plan (the 2012 Plan) provides for the issuance of RSAs, RSUs, or non-qualified and incentive common stock options to its employees, non-employee directors and consultants, from its authorized shares. In general, the options expire ten years from the date of grant and generally vest either (i) over a four-year period, with 25% exercisable at the end of one year from the employee’s hire date and the balance vesting ratably thereafter or (ii) over a three-year period, with 25% exercisable at the grant date and the balance vesting ratably thereafter. No further awards may be issued under the 2012 Plan. On September 15, 2014, the Company's board of directors adopted, and stockholders approved, the 2014 Equity Incentive Plan (the 2014 Plan), which was amended and restated on each of May 2018 and February 26, 2019 (the Amended and Restated 2014 Plan). Per the terms of the Amended and Restated 2014 Plan, the shares reserved will automatically increase on each January 1 through 2024, by an amount equal to the smaller of (i) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31; or (ii) an amount determined by our board of directors. On July 24, 2018, upon the recommendation by the Compensation Committee, the Company's board of directors adopted the Evofem Biosciences, Inc. 2018 Inducement Equity Incentive Plan (the Inducement Plan). Under the Inducement Plan, as amended, the number of authorized shares total 83,333 shares. The only persons eligible to receive awards under the Inducement Plan are individuals who satisfy the standards for inducement grant recipients under Nasdaq Marketplace Rule 5635(c)(4), generally, a person not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company. Stock Options The following table summarizes share option activity for the year ended December 31, 2022: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 708,329 $ 80.06 6.8 $ — Granted 263,118 $ 6.44 Exercised — $ — Cancelled (262,328) $ 54.81 Outstanding as of December 31, 2022 709,119 $ 62.09 5.1 $ — Options expected to vest as of December 31, 2022 709,119 $ 62.09 5.1 $ — Options vested and exercisable as of December 31, 2022 498,530 $ 80.47 4.3 $ — The following table summarizes certain information regarding stock options for the years ended December 31, 2022 and 2021 (in thousands, except per share data): 2022 2021 Weighted average grant date fair value per share of options granted during the period $ 5.16 $ 2.18 Cash received from options exercised during the period $ — $ — Intrinsic value of options exercised during the period $ — $ — As of December 31, 2022, unrecognized stock-based compensation expense for employee stock options was approximately $2.9 million, which the Company expects to recognize over a weighted-average remaining period of 2.2 years, assuming all unvested options become fully vested. Summary of Assumptions The fair value of noncash stock-based compensation for stock options granted to employees and non-employees was estimated on the date of grant using the Black-Scholes option pricing model based on the following weighted-average assumptions for options granted for the periods indicated. Years Ended December 31, 2022 2021 Expected volatility 102.5 % 101.1 % Risk-free interest rate 2.0 % 0.7 % Expected dividend yield — % — % Expected term (years) 6.0 5.9 Expected volatility. The expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. Risk-free interest rate. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the stock option grants. Expected dividend yield. The expected dividend yield assumption is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected term. The expected term represents the period options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determines the expected term assumption using the practical expedient as provided for under ASC 718, Compensation-Stock Compensation (ASC 718), which is the midpoint between the requisite service period and the contractual term of the option. Restricted Stock Awards The following table summarizes RSAs activity for the year ended December 31, 2022: Shares (RSAs) Weighted Average Fair Value per Share Unvested as of December 31, 2021 — $ — Granted 157,328 $ 7.34 Forfeited (157,328) $ 7.34 Released — $ — Unvested as of December 31, 2022 — $ — Of the total RSAs granted during the years ended December 31, 2022 and 2021, no and 47,133 shares vested in accordance with the Company’s achievement of the Performance-based RSAs milestones, respectively. 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 and RSUs are valued at the fair value on the grant date and the associated expenses will be recognized over the vesting period. As of December 31, 2022, there was no unrecognized noncash stock-based compensation expense related to unvested RSAs. Employee Stock Purchase Plan On May 7, 2019, the board of directors approved a 2019 Employee Stock Purchase Plan (the 2019 ESPP), which was approved by stockholders at the 2019 annual meeting held on June 5, 2019. The 2019 ESPP initially authorized the issuance of 33,333 shares of common stock pursuant to purchase rights granted to employees. In addition, the number of shares available for issuance under the 2019 ESPP will increase on January 1 of each year until the first day of 2029, in an amount equal to the lesser of (i) 66,666 shares, (ii) 2% of the shares of common stock outstanding on December 31, or (iii) such lesser number of shares as is determined by the board of directors. This provision resulted in an additional 16,666 shares added to the total number of authorized shares on January 1, 2022. The 2019 ESPP is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended. The 2019 ESPP enables eligible full-time and part-time employees to purchase shares of the Company’s common stock through payroll deductions of between 1% and 15% of eligible compensation during an offering period. A new offering period begins around June 15 and December 15 of each year. At the last business day of each offering period, the accumulated contributions made during the offering period will be used to purchase shares. The purchase price is 85% of the lesser of the fair market value of the common stock on the first or the last business day of an offering period. The maximum number of shares of common stock that may be purchased by any participant during an offering period will be equal to $25,000 divided by the fair market value of the common stock on the first business day of an offering period. During the years ended December 31, 2022 and 2021, there were 75,169 and 30,709 shares of common stock purchased under the 2019 ESPP, respectively. In October 2022, the Board terminated the current offering period ending December 15, 2022, refunded all employee contributions, and suspended future offering periods. The Company recognized $0.1 million and $0.3 million in noncash stock-based compensation expense related to the 2019 ESPP for the years ended December 31, 2022 and 2021, respectively. In October 2022, the Board terminated the current offering period ending December 15, 2022, refunded all employee contributions, and suspended future offering periods. As of December 31, 2022, the Company had no unrecognized noncash stock-based compensation expense related to 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. The following weighted average assumptions were used in the calculation of fair value of shares under the 2019 ESPP at the grant dates for the period indicated. Years Ended December 31, 2022 2021 Expected volatility 177.2 % 83.9 % Risk-free interest rate 2.3 % 0.1 % Expected dividend yield — % — % Expected term (years) 0.5 0.5 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee BenefitsThe Company has a defined contribution 401(k) plan (401(k) Plan) for all qualifying employees. Employees are eligible to participate in the plan beginning on the first day of the month following their three-month anniversary of employment. Under the terms of the 401(k) Plan, employees may make voluntary contributions as a percent of their compensation. The Company makes a safe-harbor contribution of three percent (3.0%) of each employee’s gross earnings, subject to Internal Revenue Service limitations. In the years ended December 31, 2022 and 2021, the Company made safe-harbor contributions of approximately $0.6 million and $0.8 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is subject to taxation in the United States and various states jurisdictions. Tax years since inception remain open to examination by the major taxing jurisdictions. The Company’s consolidated pretax loss for the years ended December 31, 2022 and 2021 were generated by domestic as follows (in thousands). There are no consolidated pretax losses generated by foreign operations for the periods indicated. 2022 2021 United States $ (76,654) $ (205,175) Total $ (76,654) $ (205,175) The income tax provision for the years ended December 31, 2022 and 2021 consisted of the following (in thousands): 2022 2021 United States $ — $ — State (44) (17) Total current tax provision (44) (17) Total deferred tax provision — — Total $ (44) $ (17) The reconciliation between the Company’s effective tax rate on loss before income tax and the statutory tax rate for the years ended December 31, 2022 and 2021 was as follows: 2022 2021 Statutory rate 21.00 % 21.00 % State income tax, net of federal benefit 2.12 % 1.17 % Nondeductible expenses (0.41) % (0.48) % Equity-based expenses (1.82) % (0.70) % Change in fair value of purchase rights 22.60 % — % Change in fair value of financial instruments (20.00) % (3.44) % Return to provision (0.47) % (0.30) % Tax credits 1.41 % 0.68 % Uncertain tax positions (0.39) % (0.50) % Change in valuation allowance (24.11) % (17.43) % Effective tax rate (0.07) % — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s net deferred tax assets arising from its taxable subsidiaries consisted of the following components as of December 31, 2022 and 2021 (in thousands): 2022 2021 Deferred tax assets: Net loss carryforwards $ 126,056 $ 112,891 Fixed assets and intangibles 338 423 Research and development capitalization 4,951 — Research and development credits 6,136 5,233 Stock-based compensation 3,367 3,513 Other 2,247 2,726 Total deferred tax assets 143,095 124,786 Deferred tax liabilities Lease assets (1,011) (1,218) Fixed assets (113) (101) Other (29) — Less: valuation allowance (141,942) (123,467) Net deferred tax assets $ — $ — In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. Generally, the ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based on historical performance and future expectations, management has determined a valuation allowance is needed in respect to its ending deferred tax assets. As of December 31, 2022, the Company had net operating loss (NOL) carryforwards for federal income tax purposes of approximately $548.9 million, which will begin to expire in 2029 if not utilized. As of December 31, 2022, the Company had NOL carryforwards in various states of approximately $212.8 million. The state carryforwards have varying expiration dates beginning in 2029. As of December 31, 2022, the Company had federal and state research and development (R&D) tax credit carryforwards of approximately $6.2 million and $2.5 million, respectively. As of December 31, 2021, the Company had federal and state R&D tax credit carryforwards of approximately $5.1 million and $2.3 million, respectively. The federal R&D tax credits begin to expire in 2031, unless utilized, and the state credits do not expire. For the tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to currently deduct research and development expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the United States and 15 years for research activities performed outside the United States pursuant to IRC Section 174. Although Congress is considering legislation that would repeal or defer this capitalization and amortization requirement, it is not certain that this provision will be repealed or otherwise modified. If the requirement is not repealed or replaced, it will decrease our tax deduction for research and development expense in future years. The following table summarized the activity related to the Company’s gross unrecognized tax benefits as of December 31, 2022 and 2021 (in thousands): 2022 2021 Balance at the beginning of the year $ 2,679 $ 1,465 Adjustments related to prior year tax positions 5 813 Increases related to current year tax positions 304 401 Decreases due to statute of limitation expiration — — Balance at end of year $ 2,988 $ 2,679 The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits, and uncertain income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. There were no accrued interest and penalties associated with unrecognized tax benefits as of December 31, 2022. The Company does not anticipate a significant change in its uncertain tax benefits over the next 12 months. Management believes it is more likely than not that all significant tax positions taken to date would be sustained by the relevant taxing authorities. Furthermore, the Company has not recognized any tax benefits to date because the Company has established a full valuation allowance for its deferred tax assets due to uncertainties as to their ultimate realization. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent events were evaluated through the filing date of this Annual Report, April 27, 2023. Additional Financings In February, March and April 2023, the Company entered into securities purchase agreements with certain investors providing for the sale and issuance of senior secured convertible notes (collectively, the 2023 SPAs). The 2023 SPAs included (i) convertible promissory notes with aggregate original principal amounts of approximately $1.4 million, $0.6 million, $0.5 million and $0.8 million, respectively (the 2023 Notes), and (ii) warrants to purchase an aggregate 69,230,769, 30,000,000, 26,923,077 and 76,923,077 shares of common stock, respectively (the 2023 Warrants and collectively, the 2023 Offerings). The 2023 Offerings closed on February 17, 2023 (the February 2023 Closing), March 13, 2023, March 20, 2023 (the March 2023 Closing) and April 5, 2023 (the April 2023 Closing), respectively, with net proceeds to the Company, after deducting offering expenses, of approximately $0.7 million, $0.3 million, $0.3 million, and $0.5 million, respectively. The 2023 SPAs also included a Registration Rights Agreement that us to register the common stock underlying the 2023 Notes and 2023 Warrants within the timeframes specified therein. In addition, the Company issued warrants to purchase an aggregate 12,461,538 and 5,400,000 shares of common stock in February and March 2023 Closing to the placement agent. Upon the April 2023 Closing, the conversion and strike prices, as applicable, of the Baker Notes, Baker Warrants, the May 2022 Common Warrants, the June 2022 Baker Warrants, the Adjuvant Notes, the December 2022 Notes and Warrants, and the Notes and Warrants in the February and March 2023 Closing reset to $0.0065 per share, accordingly. Additionally, the Company’s outstanding Purchase Rights increased by approximately 3.1 billion since December 31, 2022. Event of Default On March 7, 2023, Baker Bros. Advisors, LP (the Designated Agent) provided a Notice of Event of Default and Reservation of Rights (the Notice of Default) relating to the Securities Purchase and Security Agreement dated April 23, 2020, and subsequently amended (SPA), by and amount the Company, Designated Agent, the Guarantors and Baker Purchasers. The Notice of Default claims that the Company has failed to maintain the “Required Reserve Amount” as required by Section 2.7 of the Third Amendment to the Securities Purchase Agreement and Section 8.1(e) of the SPA. The Designated Agent claims such failure constitutes an immediate Event of Default pursuant to Section 9.1(e) of the SPA. The Designated Agent, at the direction of the Baker Purchasers, has accelerated repayment of the outstanding balance payable and elected its remedies pursuant to Section 5.07(b) of the Securities Purchase Agreement. As a result, approximately $92.8 million representing two times the sum of the outstanding balance and all accrued and unpaid interest thereon and all other amounts due under the SPA and other documents is due and payable within three Proposed Reverse Stock Split On March 15, 2023, the Company held a Special Meeting of its Stockholders in which the stockholders approved an amendment to the Company’s Certificate of Incorporation to effectuate a reverse stock split of the outstanding shares of the Company’s common stock by a ratio of not less than 1-for-20 and not more than 1-for-125 at any time on or prior to March 15, 2024, with the exact ratio to be set at a whole number within such range by the Company’s board of directors. The Company expects the reverse stock split to be affected after the filing of this Annual Report. Reduction in Force On March 20, 2023 the Board of Directors of Evofem Biosciences, Inc. (the “Company”) approved a reduction in force (RIF) intended to conserve the Company’s current cash resources and manage operating expenses. The Company estimates that it will incur aggregate pre-tax charges of approximately $0.1 million in connection with the reduction in force, primarily consisting of notice period and severance payments, employee benefits and related costs. The Company expects that the reduction in force will be complete by the end of the second quarter of 2023 and that these one-time charges will be incurred in the first quarter of 2023. Default under Lease Agreement |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of ConsolidationThe Company prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) related to annual reports on Form 10-K. |
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. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include, but are not limited to: the assumptions used in measuring the revenue gross-to-net variable consideration items; the trade accounts receivable credit loss reserve estimate; the discount rate used in estimating the fair value of the lease right - of - use (ROU) assets and lease liabilities; the assumptions used in estimating the fair value of convertible notes, warrants and purchase rights issued; the useful lives of property and equipment; the recoverability of long-lived assets; and clinical trial accruals; the assumptions used in estimating the fair value of stock-based compensation expense. These assumptions are more fully described in Note 3- Revenue , Note 5- Debt , Note 7- Fair Value of Financial Instruments , Note 8- Commitments and Contingencies , and Note 11- 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 |
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 consolidated balance sheets. The Company has not experienced any losses in such accounts and believes it is not exposed to significant concentrations of credit risk on its cash, cash equivalents and restricted cash balances on amounts in excess of federally insured limits due to the financial position of the depository institutions in which these deposits are held. The Company’s deposits were primarily held in Silicon Valley Bank prior to their closure by regulators, however, the Company was subsequently able to regain full access to all its deposits and moved these to a different financial institution. The Company is also subject to credit risk related to its trade accounts receivable from product sales. Its customers are located in the 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 December 31, 2022, based on the evaluation of these factors the Company did not record an allowance for doubtful accounts. Phexxi is distributed primarily through three major distributors and a mail-order pharmacy, 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 years ended December 31, 2022, and 2021, the Company’s three largest customers combined made up approximately 77% and 75% of its gross product sales, respectively. As of December 31, 2022 and 2021, the Company's four largest customers combined made up 81% and the Company's three largest customers combined made up 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 credit cards, facility leases and fleet leases, as described in Note 8- Commitments and Contingencies . As of December 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 $0.9 million of the $25.0 million received from the issuance of Adjuvant Notes (as defined below) in the fourth quarter of 2020 is classified as restricted cash due to the Company's contractual obligation to use the funds for specific purposes. Refer to Note 14 – Subsequent Events |
Trade Accounts Receivable and Allowance | Trade Accounts Receivable and AllowanceTrade accounts receivable are amounts owed to the Company by its customers for product that has been delivered. The trade accounts receivable are recorded at the invoice amount, less prompt pay and other discounts, chargebacks, and an allowance for credit losses, if any. The allowance for credit losses is the Company’s estimate of losses over the life of the receivables. The Company determines the allowance for credit losses based on its historical payment information by customer and the analysis of the trade accounts receivable balance by customer segment. When the collectability of an invoice is no longer probable, the Company will create a reserve for that specific receivable. If a receivable is determined to be uncollectible, it is charged against the general credit loss reserve or the reserve for the specific receivable, if one exists. |
Fair Value of Financial Instruments and Warrants | Fair Value of Financial Instruments The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The valuation of assets and liabilities are subject to fair value measurements using a three-tiered approach. Fair value measurement is classified and disclosed by the Company in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts payable, accrued expenses and accrued compensation approximate their fair values due to their short-term nature. Fair Value of Warrants Upon the issuance of the warrants, they are initially measured at fair value and reviewed for the appropriate classification (liability or equity). Warrants determined to require liability accounting are subsequently re-measured with changes in fair value being recognized as a component of other income (expense), net in the consolidated statements of operations. Warrants are value using an option pricing model based on the applicable assumptions, which include the exercise price of the warrants, time to expiration, expected volatility of our peer group, risk-free interest rate, and expected dividends. The Company re-evaluates the classification of its warrants at each balance sheet to determine the proper balance sheet classification for them. T he assumptions used in the OPM are considered level 3 assumptions and include, but are not limited to, the market value of invested capital, our cumulative equity value as a proxy for the exercise price, the expected term the purchase rights will be held prior to exercise and a risk-free interest rate, and probability of change of control events. |
Inventories | Inventories Inventories, consisting of purchased materials, direct labor and manufacturing overheads, are stated at the lower of cost, or net realizable value. Cost is determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At each balance sheet date, the Company evaluates ending inventories for excess quantities, obsolescence, or shelf-life expiration. The evaluation includes an analysis of the Company’s current and future strategic plans, anticipated future sales, the price projections of future demand, and the remaining shelf life of goods on han d. To the extent that management determines there are excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value in accordance with the first-in, first-out inventory costing method. |
Property and Equipment | Property and Equipment Property and equipment generally consist of research equipment, computer equipment and software and office furniture. Property and equipment are recorded at cost and depreciated over the estimated useful lives of the assets (generally three |
Impairment of Long-Lived Assets | Impairment of Long-lived AssetsThe Company reviews property and equipment for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset or asset group are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset or asset group exceeds its fair value. |
Clinical Trial Accruals | Clinical Trial Accruals As part of the process of preparing the financial statements, the Company is required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations (CROs), consultants and under clinical site agreements relating to conducting clinical trials. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company's objective is to reflect the appropriate clinical trial expenses in our consolidated financial statements by recording those expenses in the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the clinical trial as measured by patient progression and the timing of various aspects of the trial. Management determines accrual estimates through financial models and discussions with applicable personnel and outside service providers as to the progress of clinical trials. |
Leases | Leases The Company determines if an arrangement is a lease or implicitly contains a lease at inception based on the lease definition, and if the lease is classified as an operating lease or finance lease in accordance with ASC 842, Leases (ASC 842). Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company's consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date or the Adoption Date for existing leases based on the present value of lease payments over the lease term using an estimated discount rate. |
Revenue | Revenue The Company recognizes revenue from the sale of Phexxi in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). Revenue is recognized when the Company’s 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 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. In accordance with ASC 606, the Company recognizes revenue when its performance obligation is satisfied by transferring control of the product to a customer. In accordance with the Company’s contracts with customers, control of the product is transferred upon the conveyance of title, which occurs when the product is sold to and received by a customer. The Company’s customers are located in the U.S. and consist of wholesale distributors, retail pharmacies, and a mail-order specialty pharmacy. Payment terms vary by customer, but typically range from 31 to 66 days and include prompt pay discounts. 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 . 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, industry data, 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 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 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 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 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 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 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 December 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 consolidated balance sheet. |
Research and Development | Research and Development Research and development expenses include costs associated with the Company’s research and development activities, including, but not limited to, payroll and personnel-related expenses, stock-based compensation expense, materials, laboratory supplies, clinical studies, and outside services. Research and development costs are expensed as incurred, except when accounting for |
Advertising | AdvertisingCosts for producing advertising are expensed when incurred. Costs for communicating advertising, such as television commercial airtime and print media space, are recorded as prepaid expenses and then expensed when the advertisement occurs. |
Patent Expenses | Patent Expenses The Company expenses all costs incurred relating to patent applications, including, but not limited to, direct application fees and the legal and consulting expenses related to making such applications. Such costs are included in general and administrative expenses in the consolidated statements of operations. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense for stock options issued to employees, non-employee directors and consultants is measured based on estimating the fair value of each stock option on the date of grant using the BSM option-pricing model. The following table summarizes the Company’s stock-based awards expensing policies for employees and non-employees: Employees and Service only condition Straight-line based on the grant date fair value Performance criterion is probable of being met: Service criterion is complete Recognize the grant date fair value of the award(s) once the performance criterion is considered probable of occurrence Service criterion is not complete Expense using an accelerated multiple-option approach (1) over the remaining requisite service period Performance criterion is not probable of being met and: No expense is recognized until the performance criterion is considered probable at which point expense is recognized using an accelerated multiple-option approach ________________ (1) The accelerated multiple-option approach results in compensation expense being recognized for each separately vesting tranche of the award as though the award was in substance multiple awards and, therefore, results in accelerated expense recognition during the earlier vesting periods. Fair Value of Stock Options The fair value of stock options is determined using the BSM option-pricing model based on the applicable assumptions, which includes the exercise price of warrants, time to expiration, expected volatility of our peer group, risk-free interest rate and expected dividend. The Company records forfeitures when they occur. Performance-based Awards For performance-based RSAs (i) the fair value of the award is determined on the grant date, (ii) the Company assesses the probability of the individual milestone under the award being achieved, and (iii) the fair value of the shares subject to the milestone is expensed over the implicit service period commencing once management believes the performance criteria is probable of being met. If the performance-based RSAs are modified, the Company applies the share-based payment modification accounting in accordance with ASC 718, Compensation-Stock Compensation |
Income Taxes | Income Taxes The accounting guidance for uncertainty in income taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. |
Net 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 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 , and ASC 815, Derivatives and Hedging - Contracts in Entity’s Own Equity (ASC 815) . ASU No. 2020-06 will be effective for the Company beginning January 1, 2024 and early adoption is allowed. The adoption of ASU No. 2020-06 did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements — Not Yet Adopted |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash, reported within the consolidated statements of cash flows (in thousands): Years Ended December 31, 2022 2021 Cash and cash equivalents $ 2,769 $ 7,732 Restricted cash 1,207 5,056 Restricted cash included in other noncurrent assets 800 800 Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows $ 4,776 $ 13,588 |
Schedule of Stock Option Expensing Policies | The following table summarizes the Company’s stock-based awards expensing policies for employees and non-employees: Employees and Service only condition Straight-line based on the grant date fair value Performance criterion is probable of being met: Service criterion is complete Recognize the grant date fair value of the award(s) once the performance criterion is considered probable of occurrence Service criterion is not complete Expense using an accelerated multiple-option approach (1) over the remaining requisite service period Performance criterion is not probable of being met and: No expense is recognized until the performance criterion is considered probable at which point expense is recognized using an accelerated multiple-option approach ________________ (1) The accelerated multiple-option approach results in compensation expense being recognized for each separately vesting tranche of the award as though the award was in substance multiple awards and, therefore, results in accelerated expense recognition during the earlier vesting periods. |
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | 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 Series B-2 Convertible Preferred Stock and the convertible debt using the if-converted method. Years Ended December 31, 2022 2021 Common stock to be purchased under the 2019 ESPP — 33,910 Options to purchase common stock 709,119 708,329 Warrants to purchase common stock 256,545,987 4,517,807 Series B-2 convertible preferred stock — 555,555 Purchase rights to purchase common stock 561,275,330 — Convertible debt 2,263,210,550 1,192,167 Total 3,081,740,986 7,007,768 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands) for the period indicated: December 31, 2022 2021 Raw materials $ 758 $ 574 Work in process (1) 4,142 1,712 Finished goods (2) 1,748 5,629 Total (3) $ 6,648 $ 7,915 _____________________ (1) The work in process balance represents all production costs incurred for partially completed goods, including inventory designated for relabeling. (2) The finished goods balance as of December 31, 2021, includes $0.3 million inventory reserve for estimated obsolescence and excess inventory based upon assumptions about the future demand for Phexxi. (3) A portion of the total inventory balance is included in other noncurrent assets. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense | Interest expense for the Adjuvant Notes consist of the following, and is included in short-term convertible notes payable on the consolidated balance sheet as of December 31, 2022 (in thousands): Years Ended December 31, 2022 2021 Coupon interest $ 2,048 $ 1,959 Amortization of issuance costs 129 39 Total $ 2,177 $ 1,998 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consist of the following (in thousands): December 31, 2022 2021 Insurance $ 1,387 $ 1,144 Selling and marketing related costs 44 1,134 Manufacturing related costs 82 322 Other 705 629 Total $ 2,218 $ 3,229 |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following (in thousands): December 31, Useful Life 2022 2021 Research equipment 5 years $ 653 $ 653 Computer equipment and software 3 years 639 619 Office furniture 5 years 881 881 Leasehold improvements 5 years or less 3,388 3,388 Construction in-process — 1,568 2,407 7,129 7,948 Less: accumulated depreciation (3,189) (2,174) Total, net $ 3,940 $ 5,774 |
Schedule of Other Noncurrent Assets | Other noncurrent assets consist of the following (in thousands): December 31, 2022 2021 Restricted cash included in noncurrent assets $ 800 $ 800 Inventories, long-term 1,270 241 Prepaid directors & officers' insurance 1,717 109 Other 331 53 Total $ 4,118 $ 1,203 |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): December 31, 2022 2021 Clinical trial related costs $ 2,574 $ 5,294 Selling and marketing related costs 674 1,997 Legal and other professional fees — 550 Manufacturing related costs — 201 Other 876 328 Total $ 4,124 $ 8,370 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured on a Recurring Basis | 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, restricted cash, and Flex Note receivable, measured on a recurring basis are summarized in the following tables, as applicable (in thousands): December 31, 2022 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Money market funds (1) $ 2,612 $ 2,612 $ — $ — Total assets $ 2,612 $ 2,612 $ — $ — December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Money market funds (1) $ 11,176 $ 11,176 $ — $ — Total assets $ 11,176 $ 11,176 $ — $ — |
Schedule of Changes in Level 3 Financial Liabilities Measured at Fair Value on a Recurring Basis | The following table is a summary of the Company's convertible debt instruments as of December 31, 2022 and 2021, respectively (in thousands). Fair Value As of December 31, 2022 Principal Amount Unamortized Issuance Costs Accrued Interest Redemption Amount Amount Exchanged Net Carrying Amount Amount Leveling Baker Notes (1) (2) $ 45,528 $ — $ — $ — $ — $ 45,528 $ 39,260 Level 3 Adjuvant Notes (3) (4) 22,500 (252) 4,020 — — 26,268 — N/A May 2022 Notes ( 1) 16,376 — 1,101 4,369 (21,846) — — N/A Dec 2022 Notes (1) 2,308 — — — — 2,308 156 Level 3 _____________ (1) These liabilities are/were carried at fair value in the consolidated balance sheets. As such, the principal and accrued interest was included in the determination of fair value. The related debt issuance costs were expensed. (2) The Baker Notes principal amount includes $5.6 million of interest paid-in kind as of December 31, 2022. (3) The Adjuvant Notes are recorded in the consolidated balance sheets at their net carrying amount which includes principal and accrued interest, net of unamortized issuance costs. (4) The principal amount and accrued interest of the Adjuvant Notes are net of the 10% reduction in principal and interest of $2.5 million and $0.4 million, respectively, received in exchange for the issuance of Purchase Rights. Fair Value As of 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 _____________ (1) These liabilities are/were carried at fair value in the consolidated balance sheets. As such, the principal and accrued interest was included in the determination of fair value. The related debt issuance costs were expensed. (2) The Baker Notes principal amount includes $2.3 million of interest paid-in kind as of December 31, 2021. (3) The Adjuvant Notes are recorded in the consolidated balance sheets at their net carrying amount which includes principal and accrued interest, net of unamortized issuance costs. The following tables summarize the Company's derivative liabilities as of December 31, 2022 and 2021 as discussed in Note 10- Stockholders' Equity (Deficit) (in thousands): Fair Value As of December 31, 2022 (1) Amount Leveling April and June 2020 Baker Warrants $ 1 Level 3 May 2022 Public Offering Warrant 303 Level 3 June 2022 Baker Warrants 170 Level 3 December 2022 Warrants 107 Level 3 Purchase Rights 1,095 Level 3 Total Derivative Liabilities $ 1,676 _____________________ (1) As of December 31, 2022, all warrants issued by the Company are subject to liability accounting due to potential settlement in cash, an insufficient number of authorized shares and other adjustment mechanics. However, warrants with an exercise price greater than $0.05 per share were considered to be significantly out of the money as of December 31, 2022 and therefore the value ascribed to those warrants was considered to be de minimus and is therefore excluded from the above table. Fair Value As of December 31, 2021 Amount Leveling Derivative Liabilities - Convertible Preferred Stock $ 202 Level 3 The following table summarizes the changes in Level 3 financial liabilities related to Term Notes, Baker Notes and December 2022 Notes measured at fair value on a recurring basis for the years ended December 31, 2022 (in thousands). Term Notes - January 2022 Notes Term Notes - March 2022 Notes Term Notes - May 2022 Notes Baker First Closing Notes Baker Second Closing Notes December 2022 Notes Total Balance at December 31, 2021 $ — $ — $ — $ 49,030 $ 32,687 $ — $ 81,717 Balance at issuance 116 149 447 — — 156 868 Debt repayment — — (5,892) — — — (5,892) Change in fair value presented in the Condensed Consolidated Statements of Operations 4 2 10,251 1,189 792 — 12,238 Change in fair value presented in the Statements of Comprehensive Operations (26,663) (17,775) — (44,438) Exchange of notes (noncash) (120) (151) (4,806) — — — (5,077) Balance at December 31, 2022 $ — $ — $ — $ 23,556 $ 15,704 $ 156 $ 39,416 The following table summarizes the changes in Level 3 financial liabilities related to Baker Notes measured at fair value on a recurring basis for the years ended December 31, 2021 (in thousands). Baker First Closing Notes Baker Second Closing Notes Total Balance at December 31, 2020 $ 30,451 $ 20,301 $ 50,752 Initial liability at issuance 21,632 14,422 36,054 Change in fair value (3,053) (2,036) (5,089) Balance at December 31, 2021 $ 49,030 $ 32,687 $ 81,717 The following table summarizes the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the years ended December 31, 2022 (in thousands). Derivative Liability - Convertible Preferred Stock Conversion Feature Derivative Liabilities Previously Classified as Equity Instruments Derivative Liability - January 2022 Warrants Derivative Liability - March 2022 Warrants Derivative Liability - May 2022 Warrants May 2022 Public Offering Common Warrants May 2022 Public Offering Pre-Funded Warrants June December 2022 Warrants Purchase Rights Derivative Liabilities Total Balance at December 31, 2021 $ 202 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 202 Balance at issuance — — 4,562 6,025 1,613 18,074 4,633 70,238 107 6,284 111,536 Exercises — — — — — (12,086) (4,633) — — (1,007) (17,726) Change in fair value presented in the consolidated statements of operations (83) — (4,562) (6,025) (1,613) (5,685) — (70,068) — (4,182) (92,218) Conversion of series B-2 convertible preferred stock (46) — — — — — — — — — (46) Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. — 1 — — — — — — — — 1 May 2022 exchange transaction (73) — — — — — — — — — (73) Balance at December 31, 2022 $ — $ 1 $ — $ — $ — $ 303 $ — $ 170 $ 107 $ 1,095 $ 1,676 The following table summarizes the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a recurring basis for the year ended December 31, 2021 (in thousands): Derivative Liabilities Beginning balance $ — Initial liability at issuance 550 Conversion of series B-1 convertible preferred stock (275) Change in fair value presented in the consolidated statements of operations (73) Ending balance $ 202 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Financial Information, Lease Cost and Other information | Year Ended December 31, Lease Cost (in thousands) Classification 2022 2021 Operating lease expense Research and development $ 210 $ 499 Operating lease expense Selling and marketing 886 1,012 Operating lease expense General and administrative 597 827 Total $ 1,693 $ 2,338 Other information (in thousands) Year Ended Year Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows in operating leases $ 2,639 $ 2,426 |
Schedule of Supplemental Financial Information, Lease Assets and Liabilities and Lease Term and Discount Rate | Lease Term and Discount Rate December 31, 2022 December 31, 2021 Weighted Average Remaining Lease Term (in years) 2.68 3.58 Weighted Average Discount Rate 12 % 12 % |
Schedule of Operating Lease Maturities | Maturity of Operating Lease Liabilities (in thousands) Year Ended December 31 2023 $ 2,581 2024 2,360 2025 1,521 Total lease payments 6,462 Less: imputed interest (1,018) Total $ 5,444 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Warrants | These warrants are summarized below: Type of Warrants Underlying Common Stock to be Purchased Exercise Price Issue Date Exercise Period 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 $ 0.0325 April 24, 2020 April 24, 2020 to April 24, 2025 Common Warrants 136,612 $ 0.0325 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 31, 2022 January 31, 2022 to March 1, 2027 Common Warrants 1,037,886 $ 7.1805 March 1, 2022 March 1, 2022 to March 1, 2027 Common Warrants 833,333 $ 2.4765 May 4, 2022 May 4, 2022 to May 4, 2027 Common Warrants 130,142,022 $ 0.0325 May 24, 2022 May 24, 2022 to May 24, 2027 Common Warrants 72,860,769 $ 0.0325 June 28, 2022 May 24, 2022 to June 28, 2027 Common Warrants 46,153,847 $ 0.05 December 21, 2022 December 21, 2022 to December 21, 2027 Total 256,545,987 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance, on a one-for-one basis, is as follows in common equivalent shares as of December 31, 2022: Common stock issuable upon the exercise of stock options outstanding 709,119 Common stock issuable upon the exercise of common stock warrants 256,545,987 Common stock issuance upon the exercise of purchase rights 561,275,330 Common stock available for future issuance under the 2019 ESPP 63,703 Common stock available for future issuance under the Amended and Restated 2014 Plan 498,727 Common stock available for future issuance under the Amended Inducement Plan 65,656 Common stock reserved for the conversion of convertible notes 2,263,210,550 Total common stock reserved for future issuance 3,082,369,072 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense Related to Stock Options | The following table summarizes stock-based compensation expense related to stock options, restricted stock awards (RSAs) and RSUs granted to employees, non-employee directors and consultants, and the 2019 ESPP (as defined below) included in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2022 2021 Research and development $ 553 $ 1,357 Selling and marketing 497 1,870 General and administrative 2,263 5,671 Total $ 3,313 $ 8,898 |
Schedule of Stock Option Information | The following table summarizes share option activity for the year ended December 31, 2022: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 708,329 $ 80.06 6.8 $ — Granted 263,118 $ 6.44 Exercised — $ — Cancelled (262,328) $ 54.81 Outstanding as of December 31, 2022 709,119 $ 62.09 5.1 $ — Options expected to vest as of December 31, 2022 709,119 $ 62.09 5.1 $ — Options vested and exercisable as of December 31, 2022 498,530 $ 80.47 4.3 $ — The following table summarizes certain information regarding stock options for the years ended December 31, 2022 and 2021 (in thousands, except per share data): 2022 2021 Weighted average grant date fair value per share of options granted during the period $ 5.16 $ 2.18 Cash received from options exercised during the period $ — $ — Intrinsic value of options exercised during the period $ — $ — |
Schedule of Weighted-Average Assumptions Rate | The fair value of noncash stock-based compensation for stock options granted to employees and non-employees was estimated on the date of grant using the Black-Scholes option pricing model based on the following weighted-average assumptions for options granted for the periods indicated. Years Ended December 31, 2022 2021 Expected volatility 102.5 % 101.1 % Risk-free interest rate 2.0 % 0.7 % Expected dividend yield — % — % Expected term (years) 6.0 5.9 Years Ended December 31, 2022 2021 Expected volatility 177.2 % 83.9 % Risk-free interest rate 2.3 % 0.1 % Expected dividend yield — % — % Expected term (years) 0.5 0.5 |
Schedule of Restricted Stock Awards | The following table summarizes RSAs activity for the year ended December 31, 2022: Shares (RSAs) Weighted Average Fair Value per Share Unvested as of December 31, 2021 — $ — Granted 157,328 $ 7.34 Forfeited (157,328) $ 7.34 Released — $ — Unvested as of December 31, 2022 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Consolidated Pretax Loss from Continuing Operations | The Company’s consolidated pretax loss for the years ended December 31, 2022 and 2021 were generated by domestic as follows (in thousands). There are no consolidated pretax losses generated by foreign operations for the periods indicated. 2022 2021 United States $ (76,654) $ (205,175) Total $ (76,654) $ (205,175) |
Schedule of Income Tax Provision from Continuing Operations | The income tax provision for the years ended December 31, 2022 and 2021 consisted of the following (in thousands): 2022 2021 United States $ — $ — State (44) (17) Total current tax provision (44) (17) Total deferred tax provision — — Total $ (44) $ (17) |
Schedule of Reconciliation between the Companys Effective Tax Rate on Loss from Continuing Operations and the Statutory Tax Rate | The reconciliation between the Company’s effective tax rate on loss before income tax and the statutory tax rate for the years ended December 31, 2022 and 2021 was as follows: 2022 2021 Statutory rate 21.00 % 21.00 % State income tax, net of federal benefit 2.12 % 1.17 % Nondeductible expenses (0.41) % (0.48) % Equity-based expenses (1.82) % (0.70) % Change in fair value of purchase rights 22.60 % — % Change in fair value of financial instruments (20.00) % (3.44) % Return to provision (0.47) % (0.30) % Tax credits 1.41 % 0.68 % Uncertain tax positions (0.39) % (0.50) % Change in valuation allowance (24.11) % (17.43) % Effective tax rate (0.07) % — % |
Schedule of Net Deferred Tax Assets arising from its Taxable Subsidiaries | The Company’s net deferred tax assets arising from its taxable subsidiaries consisted of the following components as of December 31, 2022 and 2021 (in thousands): 2022 2021 Deferred tax assets: Net loss carryforwards $ 126,056 $ 112,891 Fixed assets and intangibles 338 423 Research and development capitalization 4,951 — Research and development credits 6,136 5,233 Stock-based compensation 3,367 3,513 Other 2,247 2,726 Total deferred tax assets 143,095 124,786 Deferred tax liabilities Lease assets (1,011) (1,218) Fixed assets (113) (101) Other (29) — Less: valuation allowance (141,942) (123,467) Net deferred tax assets $ — $ — |
Schedule of Activity related to the Gross Unrecognized Tax Benefits | The following table summarized the activity related to the Company’s gross unrecognized tax benefits as of December 31, 2022 and 2021 (in thousands): 2022 2021 Balance at the beginning of the year $ 2,679 $ 1,465 Adjustments related to prior year tax positions 5 813 Increases related to current year tax positions 304 401 Decreases due to statute of limitation expiration — — Balance at end of year $ 2,988 $ 2,679 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Cash and cash equivalents | $ 2,769 | $ 7,732 |
Restricted cash | 1,207 | 5,056 |
Working capital deficit | 81,100 | |
Accumulated deficit | 938,694 | $ 860,680 |
Convertible Notes Payable | ||
Class of Warrant or Right [Line Items] | ||
Restricted cash | $ 900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 20, 2023 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Apr. 14, 2020 USD ($) | Oct. 03, 2019 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Number of operating segments | segment | 1 | |||||
Restricted cash | $ 1,207,000 | $ 5,056,000 | ||||
Proceeds received from issuance of convertible unsecured promissory notes | $ 25,000,000 | |||||
Impairment loss | 0 | 0 | ||||
Operating lease right-of-use assets | 4,406,000 | 5,395,000 | ||||
Operating lease liability | $ 5,444,000 | $ 6,800,000 | ||||
Revenue Benchmark | Customer Concentration Risk | Three Largest Customers | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk (percent) | 77% | 75% | ||||
Accounts Receivable | Customer Concentration Risk | Four Largest Customers | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk (percent) | 81% | |||||
Accounts Receivable | Customer Concentration Risk | Three Largest Customers | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Concentration risk (percent) | 75% | |||||
Convertible Notes Payable | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Restricted cash | $ 900,000 | |||||
Letter of Credit | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Deposit | $ 50,000 | $ 750,000 | ||||
Office lease | Letter of Credit | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Deposit | 800,000 | |||||
Office lease | Letter of Credit | Subsequent Event | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Decrease in restricted cash related to default | $ 800,000 | |||||
Fleet lease | Letter of Credit | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Deposit | $ 300,000 | |||||
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 3 years | |||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalent, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 2,769 | $ 7,732 | |
Restricted cash | 1,207 | 5,056 | |
Restricted cash included in other noncurrent assets | 800 | 800 | |
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows | $ 4,776 | $ 13,588 | $ 72,251 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 3,081,740,986 | 7,007,768 |
Common stock to be purchased under the 2019 ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 0 | 33,910 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 709,119 | 708,329 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 256,545,987 | 4,517,807 |
Series B-2 convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 0 | 555,555 |
Purchase rights to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 561,275,330 | 0 |
Convertible debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 2,263,210,550 | 1,192,167 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Trade Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
Accrued balance of variable considerations | $ 0.1 | $ 0.1 |
Other Current Liabilities | ||
Disaggregation of Revenue [Line Items] | ||
Accrued balance of variable considerations | $ 2.6 | $ 2.2 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term | 31 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term | 66 days |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 758 | $ 574 |
Work in process | 4,142 | 1,712 |
Finished goods | 1,748 | 5,629 |
Total | $ 6,648 | 7,915 |
Inventory reserve | $ 300 |
Debt - Baker Bros Notes (Detail
Debt - Baker Bros Notes (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 07, 2023 USD ($) | Dec. 19, 2022 USD ($) | Sep. 15, 2022 USD ($) $ / shares | Mar. 21, 2022 USD ($) $ / shares | Nov. 20, 2021 USD ($) $ / shares | Jun. 09, 2020 USD ($) $ / shares shares | Jun. 05, 2020 USD ($) | Apr. 24, 2020 USD ($) $ / shares shares | Jun. 30, 2020 | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Apr. 05, 2023 $ / shares | Dec. 20, 2022 $ / shares | Sep. 30, 2022 $ / shares | May 24, 2022 $ / shares shares | May 04, 2022 $ / shares | Apr. 23, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||
Purchase agreement, threshold amount of aggregate gross proceeds from one or more future sales of equity securities (at least) | $ 50,000,000 | ||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ / shares | $ 0.45 | $ 2.4765 | |||||||||||||||||
Noncash interest expenses | $ 2,176,000 | $ 2,665,000 | |||||||||||||||||
Shares issuable if converted (in shares) | shares | 1,400,966,828 | ||||||||||||||||||
Gain (loss) in fair value of financial instrument | $ 82,465,000 | (33,657,000) | |||||||||||||||||
Change in fair value of financial instruments attributed to credit risk change | $ 44,438,000 | 5,089,000 | |||||||||||||||||
Subsequent Event | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt default amount requested from lender | $ 92,800,000 | ||||||||||||||||||
Debt default multiplier | 2 | ||||||||||||||||||
Debt default, payable period | 3 days | ||||||||||||||||||
June 2022 Baker Warrants | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ / shares | $ 0.21 | $ 0.0325 | |||||||||||||||||
Strike price (in usd per share) | $ / shares | $ 0.0325 | ||||||||||||||||||
June 2022 Baker Warrants | Subsequent Event | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ / shares | $ 0.0065 | ||||||||||||||||||
Strike price (in usd per share) | $ / shares | 0.0065 | ||||||||||||||||||
Baker Warrants | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Strike price (in usd per share) | $ / shares | 0.0325 | ||||||||||||||||||
Baker Warrants | Subsequent Event | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Strike price (in usd per share) | $ / shares | 0.0065 | ||||||||||||||||||
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 usd per share) | $ / shares | $ 36.60 | ||||||||||||||||||
Vesting term | 5 years | ||||||||||||||||||
Debt redemption in event of default, multiple of outstanding balance | 2 | 3 | |||||||||||||||||
Conversion price (in usd per share) | $ / shares | $ 0.21 | $ 5.8065 | $ 36.60 | 0.0325 | |||||||||||||||
Conversion price as a percentage of lowest stock price | 100% | 115% | |||||||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000,000 | $ 100,000,000 | |||||||||||||||||
Equity issuance adjustments period | 2 years | ||||||||||||||||||
Interest paid in kind | 3,300,000 | ||||||||||||||||||
Gain (loss) related to changes in fair value | 42,400,000 | ||||||||||||||||||
Gain (loss) in fair value of financial instrument | 2,000,000 | ||||||||||||||||||
Change in fair value of financial instruments attributed to credit risk change | $ 44,400,000 | ||||||||||||||||||
Baker Notes | Subsequent Event | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion price (in usd per share) | $ / shares | $ 0.0065 | ||||||||||||||||||
Baker Notes | First Closing Warrants | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 204,918 | ||||||||||||||||||
Baker Notes | Second Closing Warrants | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 136,612 | ||||||||||||||||||
Baker Notes | June 2022 Baker Warrants | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 72,860,769 | ||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ / shares | $ 0.21 | 0.0325 | $ 0.75 | ||||||||||||||||
Baker Notes | Baker Warrants | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ / shares | $ 0.0325 | $ 0.75 | |||||||||||||||||
Baker Notes | Convertible Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 44,200,000 | $ 25,000,000 | |||||||||||||||||
Note term | 5 years | ||||||||||||||||||
Note term with no prepayment | 3 years | ||||||||||||||||||
Note interest rate (percent) | 10% | ||||||||||||||||||
Effective interest rate (in percentage) | 10% | ||||||||||||||||||
Noncash interest expenses | 2,800,000 | ||||||||||||||||||
Accrued interest | $ 700,000 | ||||||||||||||||||
Written notice period | 10 days | ||||||||||||||||||
Measurement period for determining weighted average price | 30 days | ||||||||||||||||||
Convertible notes, stock price, benchmark (in usd per share) | $ / shares | $ 74.85 | ||||||||||||||||||
Debt redemption in event of default, multiple of outstanding balance | 3 | ||||||||||||||||||
Conversion price (in usd per share) | $ / shares | $ 36.60 | ||||||||||||||||||
Debt covenant, cumulative net sales requirement | $ 100,000,000 | ||||||||||||||||||
Interest covenant not in compliance | 1,400,000 | $ 1,400,000 | $ 1,400,000 | ||||||||||||||||
Minimum cash threshold | $ 1,000,000 | ||||||||||||||||||
Maximum additional indebtedness | $ 5,000,000 | ||||||||||||||||||
Baker Notes | Convertible Notes Payable | Period Two | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Redemption price (percent) | 100% | ||||||||||||||||||
Baker Notes | Convertible Notes Payable | Period One | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Redemption price (percent) | 110% | ||||||||||||||||||
Baker Notes | Convertible Notes Payable | Period Three | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Redemption price (percent) | 110% |
Debt - Adjuvant Notes (Details)
Debt - Adjuvant Notes (Details) | 12 Months Ended | ||||||||
Sep. 15, 2022 USD ($) shares $ / shares | Apr. 04, 2022 USD ($) $ / shares | Oct. 14, 2020 USD ($) $ / shares | Dec. 31, 2022 USD ($) shares $ / shares | Apr. 05, 2023 $ / shares | Dec. 20, 2022 $ / shares | Jun. 30, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares | Jan. 17, 2018 $ / shares | |
Debt Instrument [Line Items] | |||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Beneficial ownership limitation (in percent) | 0.0499 | ||||||||
Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Beneficial ownership limitation (in percent) | 0.1999 | ||||||||
Adjuvant Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate (in percentage) | 7.70% | ||||||||
Conversion price (in usd per share) | $ / shares | $ 5.4279 | 0.0325 | $ 0.75 | ||||||
Conversion price as a percentage of lowest stock price | 100% | ||||||||
Debt instrument convertible (in shares) | shares | 815,987,312 | ||||||||
Adjuvant Notes | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price (in usd per share) | $ / shares | $ 0.0065 | ||||||||
Adjuvant Notes | Convertible Notes Payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 25,000,000 | ||||||||
Note term | 5 years | ||||||||
Note interest rate (percent) | 7.50% | ||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | ||||||||
Conversion price (in usd per share) | $ / shares | $ 0.21 | $ 54.75 | $ 0.0325 | $ 0.0325 | |||||
Weighted average period | 30 days | 30 days | |||||||
Weighted average price per share (in usd per share) | $ / shares | $ 150 | $ 150 | |||||||
Debt covenant, cumulative net sales requirement | $ 100,000,000 | $ 100,000,000 | |||||||
Equity issuance adjustments period | 2 years | ||||||||
Outstanding percentage in exchange agreement | 10% | ||||||||
Converted debt | $ 2,900,000 | ||||||||
Debt instrument convertible (in shares) | shares | 13,730,370 | ||||||||
Restricted cash | $ 25,000,000 | $ 900,000 | $ 4,700,000 | ||||||
Gain on extinguishment of convertible debt | 2,500,000 | ||||||||
Convertible debt, noncurrent | 26,300,000 | 27,200,000 | |||||||
Convertible notes, long-term, principal amount | 22,300,000 | 24,800,000 | |||||||
Convertible notes, long-term, accrued interest | $ 4,000,000 | $ 2,400,000 | |||||||
Adjuvant Notes | Convertible Notes Payable | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price (in usd per share) | $ / shares | $ 0.0065 | ||||||||
Adjuvant Notes | Convertible Notes Payable | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Beneficial ownership limitation (in percent) | 0.0499 | ||||||||
Adjuvant Notes | Convertible Notes Payable | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Beneficial ownership limitation (in percent) | 0.1999 |
Debt - Schedule of Interest exp
Debt - Schedule of Interest expense (Details) - Adjuvant Notes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Coupon interest | $ 2,048 | $ 1,959 |
Amortization of issuance costs | 129 | 39 |
Total | $ 2,177 | $ 1,998 |
Debt - January and March 2022 N
Debt - January and March 2022 Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 20, 2022 | May 04, 2022 | Mar. 01, 2022 | Jan. 31, 2022 | Jan. 13, 2022 | Jan. 17, 2018 | |
Debt Instrument [Line Items] | ||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.45 | $ 2.4765 | ||||||
Warrant exercise term | 5 years | 5 years | ||||||
Gain (loss) in fair value of financial instrument | $ 82,465 | $ (33,657) | ||||||
Derivative Liability - January 2022 Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares of to purchase capital stock (in shares) | 1,000,401 | |||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 5.88 | |||||||
Gain (loss) in fair value of financial instrument | 10,600 | |||||||
Derivative Liability - March 2022 Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares of to purchase capital stock (in shares) | 1,037,886 | |||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 7.1805 | |||||||
Gain (loss) in fair value of financial instrument | 10,600 | |||||||
5.0% Senior Subordinated Notes due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 200 | |||||||
Warrants at issuance | 10,600 | |||||||
Gain (loss) on issuance | (900) | |||||||
5.0% Senior Subordinated Notes due 2025 | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (in percent) | 5% | |||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 5,900 | |||||||
Debt discount | $ 900 | |||||||
Interest rate in event of default | 18% | |||||||
Redemption premium in event of default | 25% | |||||||
March 2022 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 200 | |||||||
Warrants at issuance | 10,600 | |||||||
Gain (loss) on issuance | $ (900) | |||||||
March 2022 Notes | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (in percent) | 5% | |||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 7,500 | |||||||
Debt discount | $ 2,500 | |||||||
Interest rate in event of default | 18% | |||||||
Redemption premium in event of default | 25% |
Debt - May 2022 Notes (Details)
Debt - May 2022 Notes (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Sep. 15, 2022 shares | May 04, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Mar. 01, 2022 | Jan. 13, 2022 | |
Debt Instrument [Line Items] | ||||||
Exchange agreement, number of common shares to be redeemed (in shares) | shares | 533,333 | |||||
Exchange agreement, number of common shares to be issued (in shares) | shares | 208,333 | |||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ / shares | $ 2.4765 | $ 0.45 | ||||
Warrant exercise term | 5 years | 5 years | ||||
Gain (loss) in fair value of financial instrument | $ 82,465 | $ (33,657) | ||||
Derivative Liability - May 2022 Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares of to purchase capital stock (in shares) | shares | 833,333 | |||||
Gain (loss) in fair value of financial instrument | $ 1,600 | |||||
Exchange Agreement Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Warrant exercise term | 5 years | |||||
5.0% Senior Subordinated Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (in percent) | 5% | |||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 22,300 | |||||
Debt instrument, redemption price, percentage | 100% | |||||
Debt instrument, underwritten public offering threshold amount | $ 20,000 | |||||
Repayments of debt | $ 5,900 | |||||
Trading period suspension | 5 days | |||||
Debt default interest rate | 18% | |||||
Debt default redemption percentage | 125% | |||||
Debt instrument convertible (in shares) | shares | 104,029,723 | |||||
Notes payable | $ 22,300 | |||||
Warrants at issuance | 1,600 | |||||
Gain (loss) in fair value of financial instrument | $ (10,300) | |||||
Series B-2 Convertible Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Exchange agreement, number of convertible shares to be redeemed (in shares) | shares | 2,100 | |||||
Series C Convertible Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Exchange agreement, number of convertible shares to be redeemed (in shares) | shares | 1,700 |
Debt - December 2022 Notes (Det
Debt - December 2022 Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 05, 2023 | Mar. 20, 2023 | Mar. 13, 2023 | Feb. 17, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | Sep. 15, 2022 | Jun. 30, 2022 | May 24, 2022 | Apr. 04, 2022 | Mar. 21, 2022 | Dec. 31, 2021 | Nov. 20, 2021 | Jan. 17, 2018 |
Debt Instrument [Line Items] | ||||||||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net proceeds from offering | $ 500 | $ 300 | $ 300 | $ 700 | ||||||||||
December 2022 Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares of to purchase capital stock (in shares) | 46,153,847 | |||||||||||||
Strike price (in usd per share) | $ 0.05 | |||||||||||||
December 2022 Warrants | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Strike price (in usd per share) | $ 0.0065 | |||||||||||||
December 2022 Warrants | Series D | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares of to purchase capital stock (in shares) | 70 | |||||||||||||
Baker Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Strike price (in usd per share) | $ 0.0325 | |||||||||||||
Baker Warrants | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Strike price (in usd per share) | 0.0065 | |||||||||||||
June 2022 Baker Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Common stock, par value (in usd per share) | $ 0.0001 | |||||||||||||
Strike price (in usd per share) | 0.0325 | |||||||||||||
June 2022 Baker Warrants | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Strike price (in usd per share) | 0.0065 | |||||||||||||
May 2022 Public Offering Warrant | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Strike price (in usd per share) | $ 0.0325 | 0.0325 | ||||||||||||
May 2022 Public Offering Warrant | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Strike price (in usd per share) | 0.0065 | |||||||||||||
8.0% Senior Subordinated Notes due December 2025 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion price (in usd per share) | $ 0.05 | |||||||||||||
Notes payable | $ 156 | |||||||||||||
Warrants at issuance | $ 143 | |||||||||||||
Additional paid in capital | $ 1,300 | |||||||||||||
8.0% Senior Subordinated Notes due December 2025 | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion price (in usd per share) | 0.0065 | |||||||||||||
8.0% Senior Subordinated Notes due December 2025 | December 2022 Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net proceeds from offering | $ 1,250 | |||||||||||||
8.0% Senior Subordinated Notes due December 2025 | Unsecured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate (in percent) | 8% | |||||||||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ 2,300 | |||||||||||||
Debt discount | $ 800 | |||||||||||||
Interest rate in event of default | 12% | |||||||||||||
Redemption premium in event of default | 32.50% | |||||||||||||
Baker Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion price (in usd per share) | $ 0.0325 | $ 0.21 | $ 5.8065 | $ 36.60 | ||||||||||
Baker Notes | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion price (in usd per share) | 0.0065 | |||||||||||||
Baker Notes | June 2022 Baker Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares of to purchase capital stock (in shares) | 72,860,769 | |||||||||||||
Adjuvant Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion price (in usd per share) | $ 0.0325 | $ 0.75 | $ 5.4279 | |||||||||||
Adjuvant Notes | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion price (in usd per share) | $ 0.0065 |
Balance Sheet Details - Prepaid
Balance Sheet Details - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets [Line Items] | ||
Prepaid and other current assets | $ 2,218 | $ 3,229 |
Insurance | ||
Prepaid Expenses And Other Current Assets [Line Items] | ||
Prepaid and other current assets | 1,387 | 1,144 |
Selling and marketing related costs | ||
Prepaid Expenses And Other Current Assets [Line Items] | ||
Prepaid and other current assets | 44 | 1,134 |
Manufacturing related costs | ||
Prepaid Expenses And Other Current Assets [Line Items] | ||
Prepaid and other current assets | 82 | 322 |
Other | ||
Prepaid Expenses And Other Current Assets [Line Items] | ||
Prepaid and other current assets | $ 705 | $ 629 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,129 | $ 7,948 |
Less: accumulated depreciation | (3,189) | (2,174) |
Total, net | $ 3,940 | 5,774 |
Research equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Property and equipment, gross | $ 653 | 653 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Property and equipment, gross | $ 639 | 619 |
Office furniture | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Property and equipment, gross | $ 881 | 881 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Property and equipment, gross | $ 3,388 | 3,388 |
Construction in-process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,568 | $ 2,407 |
Balance Sheet Details - Other N
Balance Sheet Details - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash included in noncurrent assets | $ 800 | $ 800 |
Inventories, long-term | 1,270 | 241 |
Prepaid directors & officers' insurance | 1,717 | 109 |
Other | 331 | 53 |
Total | $ 4,118 | $ 1,203 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Clinical trial related costs | $ 2,574 | $ 5,294 |
Selling and marketing related costs | 674 | 1,997 |
Legal and other professional fees | 0 | 550 |
Manufacturing related costs | 0 | 201 |
Other | 876 | 328 |
Accrued expenses | $ 4,124 | $ 8,370 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value of Company's Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 2,612 | $ 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] | ||
Assets | 2,612 | 11,176 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Money market funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 2,612 | 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] | ||
Assets | 2,612 | 11,176 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 0 | $ 0 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures - Summary of Fair Value of Financial Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Baker Notes | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Interest paid in kind | $ 3,300 | |
Baker Notes | Convertible Debt | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Interest paid in kind | 5,600 | $ 2,300 |
Baker Notes | Significant Unobservable Inputs (Level 3) | Convertible Debt | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Principal Amount | 45,528 | 27,323 |
Unamortized Issuance Costs | 0 | 0 |
Accrued Interest | 0 | 698 |
Redemption Amount | 0 | |
Amount Exchanged | 0 | |
Baker Notes | Significant Unobservable Inputs (Level 3) | Convertible Debt | Reported Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Net Carrying Amount | 45,528 | 28,021 |
Baker Notes | Significant Unobservable Inputs (Level 3) | Convertible Debt | Estimate of Fair Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | 39,260 | 81,717 |
Adjuvant Notes | Convertible Debt | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Principal Amount | 22,500 | |
Unamortized Issuance Costs | (252) | |
Accrued Interest | 4,020 | |
Redemption Amount | 0 | |
Amount Exchanged | $ 0 | |
Percent reduction in principal and interest | 10% | |
Notes reduction | $ 2,500 | |
Reduction in interest | 400 | |
Adjuvant Notes | Convertible Debt | Reported Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Net Carrying Amount | 26,268 | |
Adjuvant Notes | Convertible Debt | Estimate of Fair Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | 0 | |
Adjuvant Notes | Significant Unobservable Inputs (Level 3) | Convertible Debt | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Principal Amount | 25,000 | |
Unamortized Issuance Costs | (146) | |
Accrued Interest | 2,355 | |
Adjuvant Notes | Significant Unobservable Inputs (Level 3) | Convertible Debt | Reported Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Net Carrying Amount | 27,209 | |
Adjuvant Notes | Significant Unobservable Inputs (Level 3) | Convertible Debt | Estimate of Fair Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | $ 27,209 | |
May 2022 Notes | Convertible Debt | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Principal Amount | 16,376 | |
Unamortized Issuance Costs | 0 | |
Accrued Interest | 1,101 | |
Redemption Amount | 4,369 | |
Amount Exchanged | (21,846) | |
May 2022 Notes | Convertible Debt | Reported Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Net Carrying Amount | 0 | |
May 2022 Notes | Convertible Debt | Estimate of Fair Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | 0 | |
December 2022 Notes | Significant Unobservable Inputs (Level 3) | Convertible Debt | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Principal Amount | 2,308 | |
Unamortized Issuance Costs | 0 | |
Accrued Interest | 0 | |
Redemption Amount | 0 | |
Amount Exchanged | 0 | |
December 2022 Notes | Significant Unobservable Inputs (Level 3) | Convertible Debt | Reported Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Net Carrying Amount | 2,308 | |
December 2022 Notes | Significant Unobservable Inputs (Level 3) | Convertible Debt | Estimate of Fair Value Measurement | ||
Fair Value Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Fair value amount | $ 156 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Derivative Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 1,676 | $ 202 |
Exercise price threshold for out of the money warrants (in usd per share) | $ 0.05 | |
Significant Unobservable Inputs (Level 3) | Derivative Financial Instruments, Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 1,676 | |
Exercise price threshold for out of the money warrants (in usd per share) | $ 0.05 | |
April and June 2020 Baker Warrants | Significant Unobservable Inputs (Level 3) | Derivative Financial Instruments, Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 1 | |
May 2022 Public Offering Warrant | Significant Unobservable Inputs (Level 3) | Derivative Financial Instruments, Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 303 | |
June 2022 Baker Warrants | Significant Unobservable Inputs (Level 3) | Derivative Financial Instruments, Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 170 | |
December 2022 Warrants | Significant Unobservable Inputs (Level 3) | Derivative Financial Instruments, Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 107 | |
Purchase Rights | Significant Unobservable Inputs (Level 3) | Derivative Financial Instruments, Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 1,095 | |
Derivative Liabilities - Convertible Preferred Stock | Significant Unobservable Inputs (Level 3) | Derivative Financial Instruments, Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 202 |
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) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 81,717 | $ 50,752 |
Initial liability at issuance | 36,054 | |
Change in fair value presented in the consolidated statements of operations | (5,089) | |
Ending balance | 81,717 | |
Debt | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 81,717 | |
Initial liability at issuance | 868 | |
Debt repayment | (5,892) | |
Change in fair value presented in the consolidated statements of operations | 12,238 | |
Change in fair value presented in the Statements of Comprehensive Operations | (44,438) | |
Exchange of notes (noncash) | (5,077) | |
Ending balance | 39,416 | 81,717 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 202 | 0 |
Initial liability at issuance | 111,536 | 550 |
Exercises | (17,726) | |
Change in fair value presented in the consolidated statements of operations | (92,218) | (73) |
Conversion of series B-1 convertible preferred stock | (46) | (275) |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 1 | |
May 2022 exchange transaction | (73) | |
Ending balance | 1,676 | 202 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | Derivative Liabilities - Convertible Preferred Stock | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 202 | |
Initial liability at issuance | 0 | |
Exercises | 0 | |
Change in fair value presented in the consolidated statements of operations | (83) | |
Conversion of series B-1 convertible preferred stock | (46) | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 0 | |
May 2022 exchange transaction | (73) | |
Ending balance | 0 | 202 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | Derivative Liabilities Previously Classified as Equity Instruments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 0 | |
Exercises | 0 | |
Change in fair value presented in the consolidated statements of operations | 0 | |
Conversion of series B-1 convertible preferred stock | 0 | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 1 | |
May 2022 exchange transaction | 0 | |
Ending balance | 1 | 0 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | Derivative Liability - January 2022 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 4,562 | |
Exercises | 0 | |
Change in fair value presented in the consolidated statements of operations | (4,562) | |
Conversion of series B-1 convertible preferred stock | 0 | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 0 | |
May 2022 exchange transaction | 0 | |
Ending balance | 0 | 0 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | Derivative Liability - March 2022 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 6,025 | |
Exercises | 0 | |
Change in fair value presented in the consolidated statements of operations | (6,025) | |
Conversion of series B-1 convertible preferred stock | 0 | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 0 | |
May 2022 exchange transaction | 0 | |
Ending balance | 0 | 0 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | Derivative Liability - May 2022 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 1,613 | |
Exercises | 0 | |
Change in fair value presented in the consolidated statements of operations | (1,613) | |
Conversion of series B-1 convertible preferred stock | 0 | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 0 | |
May 2022 exchange transaction | 0 | |
Ending balance | 0 | 0 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | May 2022 Public Offering Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 18,074 | |
Exercises | (12,086) | |
Change in fair value presented in the consolidated statements of operations | (5,685) | |
Conversion of series B-1 convertible preferred stock | 0 | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 0 | |
May 2022 exchange transaction | 0 | |
Ending balance | 303 | 0 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | May 2022 Public Offering Pre-Funded Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 4,633 | |
Exercises | (4,633) | |
Change in fair value presented in the consolidated statements of operations | 0 | |
Conversion of series B-1 convertible preferred stock | 0 | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 0 | |
May 2022 exchange transaction | 0 | |
Ending balance | 0 | 0 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | June 2022 Baker Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 70,238 | |
Exercises | 0 | |
Change in fair value presented in the consolidated statements of operations | (70,068) | |
Conversion of series B-1 convertible preferred stock | 0 | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 0 | |
May 2022 exchange transaction | 0 | |
Ending balance | 170 | 0 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | December 2022 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 107 | |
Exercises | 0 | |
Change in fair value presented in the consolidated statements of operations | 0 | |
Conversion of series B-1 convertible preferred stock | 0 | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 0 | |
May 2022 exchange transaction | 0 | |
Ending balance | 107 | 0 |
Derivative Financial Instruments, Liabilities | Significant Unobservable Inputs (Level 3) | Purchase Rights | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 6,284 | |
Exercises | (1,007) | |
Change in fair value presented in the consolidated statements of operations | (4,182) | |
Conversion of series B-1 convertible preferred stock | 0 | |
Loss on re-valuation of derivative liabilities presented in the consolidated statement of operations. | 0 | |
May 2022 exchange transaction | 0 | |
Ending balance | 1,095 | 0 |
Term Notes - January 2022 Notes | Debt | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 116 | |
Debt repayment | 0 | |
Change in fair value presented in the consolidated statements of operations | 4 | |
Change in fair value presented in the Statements of Comprehensive Operations | ||
Exchange of notes (noncash) | (120) | |
Ending balance | 0 | 0 |
Term Notes - March 2022 Notes | Debt | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 149 | |
Debt repayment | 0 | |
Change in fair value presented in the consolidated statements of operations | 2 | |
Change in fair value presented in the Statements of Comprehensive Operations | ||
Exchange of notes (noncash) | (151) | |
Ending balance | 0 | 0 |
Term Notes - May 2022 Notes | Debt | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 447 | |
Debt repayment | (5,892) | |
Change in fair value presented in the consolidated statements of operations | 10,251 | |
Change in fair value presented in the Statements of Comprehensive Operations | ||
Exchange of notes (noncash) | (4,806) | |
Ending balance | 0 | 0 |
Baker First Closing Notes | Debt | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 49,030 | 30,451 |
Initial liability at issuance | 21,632 | |
Change in fair value presented in the consolidated statements of operations | (3,053) | |
Ending balance | 49,030 | |
Baker First Closing Notes | Debt | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 49,030 | |
Initial liability at issuance | 0 | |
Debt repayment | 0 | |
Change in fair value presented in the consolidated statements of operations | 1,189 | |
Change in fair value presented in the Statements of Comprehensive Operations | (26,663) | |
Exchange of notes (noncash) | 0 | |
Ending balance | 23,556 | 49,030 |
Baker Second Closing Notes | Debt | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 32,687 | 20,301 |
Initial liability at issuance | 14,422 | |
Change in fair value presented in the consolidated statements of operations | (2,036) | |
Ending balance | 32,687 | |
Baker Second Closing Notes | Debt | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 32,687 | |
Initial liability at issuance | 0 | |
Debt repayment | 0 | |
Change in fair value presented in the consolidated statements of operations | 792 | |
Change in fair value presented in the Statements of Comprehensive Operations | (17,775) | |
Exchange of notes (noncash) | 0 | |
Ending balance | 15,704 | 32,687 |
December 2022 Notes | Debt | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial liability at issuance | 156 | |
Debt repayment | 0 | |
Change in fair value presented in the consolidated statements of operations | 0 | |
Change in fair value presented in the Statements of Comprehensive Operations | 0 | |
Exchange of notes (noncash) | 0 | |
Ending balance | $ 156 | $ 0 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Additional Information (Details) - Baker Notes $ in Millions | 12 Months Ended | |
Nov. 20, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt covenant, cumulative net sales requirement | $ 100 | $ 100 |
Royalty Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, measurement input | 0.035 | |
Discount Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, measurement input | 0.190 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Jan. 01, 2021 USD ($) | Sep. 30, 2022 | Dec. 31, 2025 USD ($) | Dec. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 27, 2022 USD ($) ft² | Apr. 14, 2020 USD ($) ft² | Dec. 31, 2019 | Oct. 03, 2019 USD ($) ft² | |
Loss Contingencies [Line Items] | |||||||||||
Weighted Average Remaining Lease Term (in years) | 2 years 8 months 4 days | 3 years 6 months 29 days | |||||||||
Restricted cash | $ 1,207,000 | $ 5,056,000 | |||||||||
Square footage | ft² | 8,816 | 24,474 | |||||||||
Renewal period | 5 years | ||||||||||
Company area (in square feet) | ft² | 16,637 | ||||||||||
Sublease exchange | $ 87,000 | ||||||||||
Sublease annual increase year | 3.50% | ||||||||||
Sublease gross income | 600,000 | ||||||||||
Purchase obligation, purchases during the period | 1,000,000 | 3,000,000 | |||||||||
Unpaid purchase obligations | $ 1,000,000 | ||||||||||
Percentage of trade payables 90 days past due or more | 56.70% | ||||||||||
Accrued expenses | $ 4,124,000 | 8,370,000 | |||||||||
Scenario Forecast | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Sublease gross income | $ 900,000 | $ 1,100,000 | $ 1,000,000 | ||||||||
Rush University | Maximum | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Maximum earned royalties | $ 100,000 | ||||||||||
Rush University | Royalty Agreement Terms | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Minimum annual royalty amount | $ 100,000 | ||||||||||
Royalty cost | 1,100,000 | 200,000 | |||||||||
Accrued expenses | 600,000 | 0 | |||||||||
Letter of Credit | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Security deposit | $ 50,000 | $ 750,000 | |||||||||
Fleet lease | Letter of Credit | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Security deposit | 300,000 | ||||||||||
Office lease | Letter of Credit | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Security deposit | 800,000 | ||||||||||
Securities Deposit | Fleet lease | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Restricted cash | 300,000 | 300,000 | |||||||||
Securities Deposit | Office lease | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Restricted cash | $ 800,000 | $ 800,000 | |||||||||
Lease Contract Term One | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Weighted Average Remaining Lease Term (in years) | 24 months | ||||||||||
Extended lease term | 12 months | ||||||||||
Lease Contract Term One | Fleet lease | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Weighted Average Remaining Lease Term (in years) | 24 months | ||||||||||
Lease Contract Term Two | Fleet lease | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Weighted Average Remaining Lease Term (in years) | 36 months |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Cost and Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | $ 1,693 | $ 2,338 |
Weighted Average Remaining Lease Term (in years) | 2 years 8 months 4 days | 3 years 6 months 29 days |
Weighted Average Discount Rate | 12% | 12% |
Research and development | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | $ 210 | $ 499 |
Selling and marketing | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | 886 | 1,012 |
General and administrative | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | $ 597 | $ 827 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Operating Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Maturity of Operating Lease Liabilities | ||
2023 | $ 2,581 | |
2024 | 2,360 | |
2025 | 1,521 | |
Total lease payments | 6,462 | |
Less: imputed interest | (1,018) | |
Total | $ 5,444 | $ 6,800 |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash outflows in operating leases | $ 2,639 | $ 2,426 |
Reduction in Force (Details)
Reduction in Force (Details) - 2022 Restructuring Plan $ in Thousands | Nov. 01, 2022 USD ($) employee |
Restructuring Cost and Reserve [Line Items] | |
Number of positions eliminated | employee | 39 |
Pre-tax charges | $ | $ 400 |
Research and Development | |
Restructuring Cost and Reserve [Line Items] | |
Number of positions eliminated | employee | 8 |
Sales and Marketing | |
Restructuring Cost and Reserve [Line Items] | |
Number of positions eliminated | employee | 30 |
General and Administrative | |
Restructuring Cost and Reserve [Line Items] | |
Number of positions eliminated | employee | 1 |
Research and development | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax charges | $ | $ 300 |
Selling and marketing | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax charges | $ | 100 |
General and administrative | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax charges | $ | $ 14 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Jun. 30, 2022 $ / shares shares | May 31, 2022 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Apr. 05, 2023 $ / shares | Dec. 20, 2022 $ / shares shares | Dec. 19, 2022 shares | Sep. 15, 2022 $ / shares | Jun. 28, 2022 | May 04, 2022 $ / shares | Mar. 31, 2022 $ / shares shares | Mar. 01, 2022 | Jan. 31, 2022 $ / shares shares | Jan. 13, 2022 | May 31, 2021 $ / shares shares | Jun. 30, 2020 $ / shares shares | Apr. 30, 2020 $ / shares shares | Jan. 17, 2018 $ / shares | |
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.45 | $ 2.4765 | ||||||||||||||||
Warrant exercise term | 5 years | 5 years | ||||||||||||||||
Proceeds from warrant exercises | $ | $ 25,211 | $ 159 | ||||||||||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Warrants outstanding (in shares) | shares | 256,545,987 | |||||||||||||||||
Exercise price threshold for out of the money warrants (in usd per share) | $ 0.05 | |||||||||||||||||
Adjuvant And May 2022 Notes | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights during period (in shares) | shares | 32,586,530 | |||||||||||||||||
Warrants outstanding (in shares) | shares | 561,275,330 | |||||||||||||||||
Minimum | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Beneficial ownership limitation (in percent) | 0.0499 | |||||||||||||||||
Maximum | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Beneficial ownership limitation (in percent) | 0.1999 | |||||||||||||||||
Public Offering | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 3,333,333 | |||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 15 | |||||||||||||||||
Security Purchase Agreement Warrants | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 1,000,401 | 341,530 | 341,530 | |||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 5.88 | $ 36.60 | $ 36.60 | |||||||||||||||
Security Purchase Agreement Warrants | 8.0% Senior Subordinated Notes due December 2025 | Subsequent Event | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Strike price (in usd per share) | $ 0.0065 | |||||||||||||||||
June 2022 Baker Warrants | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.0325 | $ 0.21 | ||||||||||||||||
Strike price (in usd per share) | 0.0325 | |||||||||||||||||
Common stock, par value (in usd per share) | $ 0.0001 | |||||||||||||||||
June 2022 Baker Warrants | Subsequent Event | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | 0.0065 | |||||||||||||||||
Strike price (in usd per share) | 0.0065 | |||||||||||||||||
June 2022 Baker Warrants | Common Stock | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 72,860,769 | |||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.75 | |||||||||||||||||
Warrant exercise term | 5 years | |||||||||||||||||
June 2022 Baker Warrants | Minimum | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Beneficial ownership limitation (in percent) | 0.0499 | |||||||||||||||||
June 2022 Baker Warrants | Maximum | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Beneficial ownership limitation (in percent) | 0.1999 | |||||||||||||||||
Warrants | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 833,333 | |||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 2.4765 | |||||||||||||||||
Warrant exercise term | 5 years | |||||||||||||||||
Warrants | Public Offering | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 1,037,886 | |||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 7.18 | |||||||||||||||||
Second May 2022 Public Offering Warrants | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 71,000,000 | |||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.75 | |||||||||||||||||
Warrant exercise term | 5 years | |||||||||||||||||
Second May 2022 Public Offering Warrants | Common Stock | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 25,670,000 | |||||||||||||||||
Second May 2022 Public Offering Warrants | Minimum | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Beneficial ownership limitation (in percent) | 0.0499 | |||||||||||||||||
Second May 2022 Public Offering Warrants | Maximum | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Beneficial ownership limitation (in percent) | 0.1999 | |||||||||||||||||
May 2022 Public Offering Pre-Funded Warrants | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 12,835,000 | |||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.001 | |||||||||||||||||
May 2022 Public Offering Pre-Funded Warrants | Common Stock | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 12,835,000 | |||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.001 | |||||||||||||||||
Second May 2022 Public Offering | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.21 | |||||||||||||||||
Number of securities called by warrants or rights during period (in shares) | shares | 35,314,846 | |||||||||||||||||
Proceeds from warrant exercises | $ | $ 25,200 | |||||||||||||||||
Second May 2022 Public Offering | Subsequent Event | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Strike price (in usd per share) | $ 0.0065 | |||||||||||||||||
Second May 2022 Public Offering | Adjuvant And May 2022 Notes | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Warrants issued to holders to reflect dilutive adjustment (in shares) | shares | 77,418,774 | |||||||||||||||||
Securities Purchase Agreement | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.0325 | |||||||||||||||||
Securities Purchase Agreement | 8.0% Senior Subordinated Notes due December 2025 | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 46,153,847 | |||||||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.05 | |||||||||||||||||
Warrants issued to holders to reflect dilutive adjustment (in shares) | shares | 17,038,094 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants (Details) - $ / shares | Dec. 31, 2022 | Dec. 21, 2022 | Jun. 28, 2022 | May 24, 2022 | May 04, 2022 | Mar. 01, 2022 | Jan. 31, 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 |
Class of Warrant or Right [Line Items] | |||||||||||||||
Underlying Common Stock to be Purchased (in shares) | 256,545,987 | ||||||||||||||
Exercise Price (in usd per share) | $ 0.45 | $ 2.4765 | |||||||||||||
Common warrants | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Underlying Common Stock to be Purchased (in shares) | 46,153,847 | 72,860,769 | 130,142,022 | 833,333 | 1,037,886 | 1,000,401 | 3,822,793 | 136,612 | 204,918 | 185,185 | 111,111 | 12 | 56,578 | 520 | |
Exercise Price (in usd per share) | $ 0.05 | $ 0.0325 | $ 0.0325 | $ 7.1805 | $ 5.88 | $ 15 | $ 0.0325 | $ 0.0325 | $ 95.70 | $ 95.70 | $ 112.50 | $ 112.50 | $ 55.35 |
Stockholders' Equity - Converti
Stockholders' Equity - Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | |||||||
Mar. 24, 2022 $ / shares shares | Oct. 26, 2021 USD ($) $ / shares shares | Oct. 12, 2021 USD ($) $ / shares shares | Apr. 30, 2022 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | May 04, 2022 USD ($) shares | Apr. 25, 2022 $ / shares | Dec. 15, 2021 $ / shares shares | |
Class Of Stock [Line Items] | |||||||||
Preferred stock par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Convertible preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Convertible preferred stock, discount accretion period | 4 years | ||||||||
Convertible preferred stock issued, net of offering expense | $ 9,600 | ||||||||
Convertible preferred stock issued, discount | 500 | ||||||||
Derivative liabilities | $ 1,676 | 202 | |||||||
Convertible preferred stock, deemed dividend, return of capital | 800 | ||||||||
Gain (loss) in fair value of financial instrument | $ 82,465 | $ (33,657) | |||||||
Issuance and sale of an aggregate shares (in shares) | shares | 5,000,000 | 5,000,000 | 5,000,000 | ||||||
Exchange Agreement Warrants | |||||||||
Class Of Stock [Line Items] | |||||||||
Exchange agreement, number of warrants to be issued (in shares) | shares | 833,333 | ||||||||
5.0% Senior Subordinated Notes | |||||||||
Class Of Stock [Line Items] | |||||||||
Principal amount redeemed | $ 4,800 | ||||||||
Gain (loss) in fair value of financial instrument | $ (10,300) | ||||||||
Series B1 Convertible Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Conversion price (in usd per share) | $ / shares | $ 9.45 | $ 4.70 | |||||||
Series B1 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 usd per share) | $ / shares | $ 0.0001 | ||||||||
Price per share (in usd per share) | $ / shares | $ 1,000 | ||||||||
Proceeds from issuance of common stock and warrants | $ 4,600 | ||||||||
Conversion price calculation, multiplier of average closing stock price for a specified period | 0.85 | ||||||||
Threshold consecutive trading days | 5 days | ||||||||
Conversion of series B-1 convertible preferred stock (in shares) | shares | 5,000 | 1,200 | |||||||
Series B1 Convertible Preferred Stock | Registered Direct Offering | Minimum | |||||||||
Class Of Stock [Line Items] | |||||||||
Conversion price per share (in usd per share) | $ / shares | $ 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 | ||||||||
Exchange agreement, number of convertible shares to be redeemed (in shares) | shares | 2,100 | ||||||||
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 usd per share) | $ / shares | $ 0.0001 | ||||||||
Price per share (in usd per share) | $ / shares | $ 1,000 | ||||||||
Proceeds from issuance of common stock and warrants | $ 5,000 | ||||||||
Conversion price calculation, multiplier of average closing stock price for a specified period | 0.85 | ||||||||
Threshold consecutive trading days | 5 days | ||||||||
Series B-2 Convertible Preferred Stock | Registered Direct Offering | Minimum | |||||||||
Class Of Stock [Line Items] | |||||||||
Conversion price per share (in usd per share) | $ / shares | $ 9 | $ 2.66 | |||||||
Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Stock issued during period (in shares) | shares | 529,100 | 293,496 | |||||||
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 usd per share) | $ / shares | $ 0.0001 | ||||||||
Preferred stock stated value (in dollars per share) | $ / shares | $ 1,000 | ||||||||
Exchange agreement, number of convertible shares to be redeemed (in shares) | shares | 1,700 | ||||||||
Series B-2 convertible preferred stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Derivative liabilities | $ 500 | ||||||||
Deemed dividends on series B-1 and B-2 convertible preferred stock | 300 | ||||||||
Gain (loss) in fair value of financial instrument | $ (100) | $ 100 |
Stockholders' Equity - Nonconve
Stockholders' Equity - Nonconvertible Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 20, 2022 | Dec. 16, 2022 | Dec. 31, 2021 | Dec. 15, 2021 |
Class Of Stock [Line Items] | |||||
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Issuance and sale of an aggregate shares (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Series D | |||||
Class Of Stock [Line Items] | |||||
Preferred stock par value (in usd per share) | $ 0.0001 | ||||
Issuance and sale of an aggregate shares (in shares) | 70 | ||||
Voting power | 1% | ||||
Preferred stock, shares issued (in shares) | 70 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 20, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | Jan. 17, 2018 |
Equity [Abstract] | |||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 300,000,000 | |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Public O
Stockholders' Equity - Public Offerings (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||||||||||
May 24, 2021 | May 20, 2021 | Apr. 06, 2021 | May 31, 2022 | May 31, 2021 | Mar. 30, 2021 | Apr. 05, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | May 04, 2022 | Mar. 01, 2022 | Jan. 13, 2022 | |
Class Of Stock [Line Items] | ||||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.45 | $ 2.4765 | ||||||||||
Warrant exercise term | 5 years | 5 years | ||||||||||
May 2022 Public Offering Warrant | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Strike price (in usd per share) | $ 0.0325 | $ 0.0325 | ||||||||||
May 2022 Public Offering Warrant | Subsequent Event | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Strike price (in usd per share) | $ 0.0065 | |||||||||||
May 2022 Public Offering Warrant | Common Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Number of shares of to purchase capital stock (in shares) | 45,330,000 | |||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.75 | |||||||||||
Warrant exercise term | 5 years | |||||||||||
May 2022 Public Offering Pre-Funded Warrants | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Number of shares of to purchase capital stock (in shares) | 12,835,000 | |||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.001 | |||||||||||
May 2022 Public Offering Pre-Funded Warrants | Common Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Number of shares of to purchase capital stock (in shares) | 12,835,000 | |||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.001 | |||||||||||
Second May 2022 Public Offering Warrants | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Number of shares of to purchase capital stock (in shares) | 71,000,000 | |||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.75 | |||||||||||
Warrant exercise term | 5 years | |||||||||||
Second May 2022 Public Offering Warrants | Common Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Number of shares of to purchase capital stock (in shares) | 25,670,000 | |||||||||||
Public Offering | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Number of shares issued (in shares) | 22,665,000 | 3,333,333 | 1,142,857 | |||||||||
Price per share (in usd per share) | $ 0.75 | $ 15 | $ 26.25 | |||||||||
Proceeds from issuance of common stock and warrants | $ 18.1 | $ 28 | ||||||||||
Number of shares of to purchase capital stock (in shares) | 3,333,333 | |||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 15 | |||||||||||
Proceeds from public offering | $ 46.8 | |||||||||||
Debt repayment and underwriting costs | $ 5.9 | |||||||||||
Over-allotment option | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Number of shares issued (in shares) | 169,852 | |||||||||||
Price per share (in usd per share) | $ 14.85 | |||||||||||
Proceeds from issuance of common stock and warrants | $ 2.4 | $ 4.2 | ||||||||||
Period to purchase common stock at the public offering price | 30 days | 30 days | ||||||||||
Number of shares of common stock available for purchase at public offering price (in shares) | 500,000 | 171,428 | ||||||||||
Number of shares of to purchase capital stock (in shares) | 500,000 | |||||||||||
Stock option warrant to purchase, exercise price per share (in usd per share) | $ 0.15 | |||||||||||
Proceeds from issuance of warrants | $ 0.1 | |||||||||||
Second May 2022 Public Offering | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Price per share (in usd per share) | $ 0.749 |
Stockholders' Equity - Common_2
Stockholders' Equity - Common Stock Purchase Agreement (Details) | 12 Months Ended | ||
May 18, 2022 USD ($) shares | Feb. 15, 2022 USD ($) shares | Dec. 31, 2022 | |
Minimum | |||
Class Of Stock [Line Items] | |||
Beneficial ownership limitation (in percent) | 0.0499 | ||
Maximum | |||
Class Of Stock [Line Items] | |||
Beneficial ownership limitation (in percent) | 0.1999 | ||
Seven Knots, LLC | Common Stock | |||
Class Of Stock [Line Items] | |||
Stock sale agreement, authorized amount | $ | $ 50,000,000 | ||
Shares issued for commitment fee (in shares) | shares | 128,172 | ||
Seven Knots, LLC | Stock Purchase Agreement | |||
Class Of Stock [Line Items] | |||
Number of shares issued (in shares) | shares | 1,964,272 | ||
Proceeds from issuance of common stock | $ | $ 7,400,000 |
Stockholders' Equity - Unregist
Stockholders' Equity - Unregistered Shares (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||||
Aug. 15, 2022 | Jul. 18, 2022 | Jun. 08, 2022 | Aug. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||||||
Stock-based compensation expense | $ 3,313,000 | $ 8,898,000 | ||||
Selling and marketing | ||||||
Class Of Stock [Line Items] | ||||||
Stock-based compensation expense | 497,000 | $ 1,870,000 | ||||
a360 Media, LLC Agreement For Services | ||||||
Class Of Stock [Line Items] | ||||||
Cash option | $ 1,142,048 | $ 1,409,858 | $ 860,119 | $ 1,142,048 | ||
Issuance of common stock - a360 Media (in shares) | 2,819,871 | 1,600,293 | 2,318,380 | 6,738,544 | ||
Issuance of stock, price per share (in usd per share) | $ 0.405 | $ 0.881 | $ 0.371 | $ 0.405 | ||
a360 Media, LLC Agreement For Services | Selling and marketing | ||||||
Class Of Stock [Line Items] | ||||||
Stock-based compensation expense | $ 3,400,000 |
Stockholders' Equity - Purchase
Stockholders' Equity - Purchase Rights (Details) | 12 Months Ended | ||
Dec. 20, 2022 shares | Sep. 15, 2022 shares | Dec. 31, 2022 shares | |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 256,545,987 | ||
Adjuvant And May 2022 Notes | |||
Class of Warrant or Right [Line Items] | |||
Debt instrument convertible (in shares) | 117,760,093 | ||
Number of securities called by warrants or rights during period (in shares) | 32,586,530 | ||
Warrants outstanding (in shares) | 561,275,330 | ||
8.0% Senior Subordinated Notes due December 2025 | |||
Class of Warrant or Right [Line Items] | |||
Increase in number of outstanding purchase rights (in shares) | 476,101,767 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance, conversion ratio | 1 |
Common stock issuable upon the exercise of common stock warrants (in shares) | 256,545,987 |
Common stock issuance upon the exercise of purchase rights (in shares) | 561,275,330 |
Common stock reserved for the conversion of convertible notes (in shares) | 2,263,210,550 |
Total common stock reserved for future issuance (in shares) | 3,082,369,072 |
Inducement Plan | |
Class Of Stock [Line Items] | |
Common stock available for future issuance under the Amended and Restated 2014 Plan (in shares) | 65,656 |
Common stock available for future issuance under the Amended Inducement Plan (in shares) | 65,656 |
Options to purchase common stock | |
Class Of Stock [Line Items] | |
Common stock issuable upon the exercise of stock options outstanding (in shares) | 709,119 |
Options to purchase common stock | Employee Stock Purchase Plan 2019 | |
Class Of Stock [Line Items] | |
Common stock available for future issuance under the 2019 ESPP (in shares) | 63,703 |
Options to purchase common stock | Amended And Restated 2014 Plan | |
Class Of Stock [Line Items] | |
Common stock available for future issuance under the Amended and Restated 2014 Plan (in shares) | 498,727 |
Common stock available for future issuance under the Amended Inducement Plan (in shares) | 498,727 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Compensation Expense Related to Stock Options (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3,313 | $ 8,898 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 553 | 1,357 |
Selling and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 497 | 1,870 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,263 | $ 5,671 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 01, 2022 | Feb. 16, 2019 | Sep. 30, 2012 | Dec. 31, 2022 | Dec. 31, 2021 | May 07, 2019 | Jul. 24, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 3,313,000 | $ 8,898,000 | |||||
Options to purchase common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation costs not yet recognized | $ 2,900,000 | ||||||
Period for recognition | 2 years 2 months 12 days | ||||||
Restricted Stock Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards vested during the period (in shares) | 0 | ||||||
Unrecognized cost | $ 0 | ||||||
Two Thousand Twelve Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
Amended And Restated 2014 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Automatic shares authorized under plan increase, percentage of common stock issued and outstanding (percentage) | 4% | ||||||
Inducement Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 83,333 | ||||||
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) | 75,169 | 30,709 | |||||
Employee Stock Purchase Plan 2019 | Options to purchase common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock available for future issuance (in shares) | 63,703 | ||||||
Employee Stock Purchase Plan 2019 | Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Automatic shares authorized under plan increase, percentage of common stock issued and outstanding (percentage) | 2% | ||||||
Common stock available for future issuance (in shares) | 33,333 | ||||||
Incremental number of shares authorized (in shares) | 66,666 | ||||||
Number of additional shares authorized (in shares) | 16,666 | ||||||
Purchase price discount as a percentage of fair market value (as a percentage) | 85% | ||||||
Shares available for purchase | $ 25,000 | ||||||
Stock-based compensation expense | $ 100,000 | $ 300,000 | |||||
Vesting period one | Two Thousand Twelve Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Exercisable (as a percentage) | 25% | ||||||
Vesting period two | Two Thousand Twelve Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Exercisable (as a percentage) | 25% | ||||||
Executive management team | Amended And Restated 2014 Plan | Restricted Stock Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards vested during the period (in shares) | 47,133 | ||||||
Minimum | Employee Stock Purchase Plan 2019 | Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contribution limitations, percentage of employees salaries (as a percentage) | 1% | ||||||
Maximum | Employee Stock Purchase Plan 2019 | Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contribution limitations, percentage of employees salaries (as a percentage) | 15% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options | ||
Beginning outstanding (in shares) | 708,329 | |
Granted (in shares) | 263,118 | |
Exercised (in shares) | 0 | |
Cancelled (in shares) | (262,328) | |
Ending outstanding (in shares) | 709,119 | 708,329 |
Options expected to vest (in shares) | 709,119 | |
Options vested and exercisable (in shares) | 498,530 | |
Weighted Average Exercise Price | ||
Beginning outstanding (in usd per share) | $ 80.06 | |
Granted (in usd per share) | 6.44 | |
Exercised (in usd per share) | 0 | |
Cancelled (in usd per share) | 54.81 | |
Ending outstanding (in usd per share) | 62.09 | $ 80.06 |
Weighted Average Exercise Price, Options expected to vest (in usd per share) | 62.09 | |
Weighted Average Exercise Price, Options vested and exercisable (in usd per share) | $ 80.47 | |
Weighted Average Remaining Contractual Term (in Years), Options Outstanding | 5 years 1 month 6 days | 6 years 9 months 18 days |
Weighted Average Remaining Contractual Term (in Years), Options expected to vest | 5 years 1 month 6 days | |
Weighted Average Remaining Contractual Term (in Years), Options vested and exercisable | 4 years 3 months 18 days | |
Aggregate Intrinsic Value | $ 0 | $ 0 |
Aggregate Intrinsic Value, Options expected to vest | 0 | |
Aggregate Intrinsic Value, Options vested and exercisable | $ 0 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock Option Grant Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Weighted average grant date fair value per share of options granted during the period (in usd per share) | $ 5.16 | $ 2.18 |
Cash received from options exercised during the period | $ 0 | $ 0 |
Intrinsic value of options exercised during the period | $ 0 | $ 0 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Estimated Fair Value of Option Award Granted Determined Using Black-Scholes Option-Pricing Valuation Model (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected volatility (as a percentage) | 102.50% | 101.10% |
Risk-free interest rate (as a percentage) | 2% | 0.70% |
Expected dividend yield (as a percentage) | 0% | 0% |
Expected term | 6 years | 5 years 10 months 24 days |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units and Awards Activity (Details) - Restricted Stock Awards | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shares (RSAs) | |
Unvested beginning (in shares) | shares | 0 |
Granted (in shares) | shares | 157,328 |
Forfeited (in shares) | shares | (157,328) |
Released (in shares) | shares | 0 |
Unvested ending (in shares) | shares | 0 |
Weighted Average Fair Value per Share | |
Beginning unvested Weighted Average Fair Value per Share (in usd per share) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 7.34 |
Forfeited (in usd per share) | $ / shares | 7.34 |
Released (in usd per share) | $ / shares | 0 |
Ending unvested Weighted Average Fair Value per Share (in usd per share) | $ / shares | $ 0 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (as a percentage) | 102.50% | 101.10% |
Risk-free interest rate (as a percentage) | 2% | 0.70% |
Expected dividend yield (as a percentage) | 0% | 0% |
Expected term | 6 years | 5 years 10 months 24 days |
Employee Stock Purchase Plan 2019 | Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (as a percentage) | 177.20% | 83.90% |
Risk-free interest rate (as a percentage) | 2.30% | 0.10% |
Expected dividend yield (as a percentage) | 0% | 0% |
Expected term | 6 months | 6 months |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Period required before participation in plan | 3 months | |
Company contribution (as a percentage) | 3% | |
Company contributions amount | $ 0.6 | $ 0.8 |
Income Taxes - Consolidated Pre
Income Taxes - Consolidated Pretax Loss from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (76,654) | $ (205,175) |
Loss before income tax | $ (76,654) | $ (205,175) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 0 | $ 0 |
State | (44) | (17) |
Total current tax provision | (44) | (17) |
Total deferred tax provision | 0 | 0 |
Total | $ (44) | $ (17) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation between Effective Tax Rate and Statutory Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21% | 21% |
State income tax, net of federal benefit | 2.12% | 1.17% |
Nondeductible expenses | (0.41%) | (0.48%) |
Equity-based expenses | (1.82%) | (0.70%) |
Change in fair value of purchase rights | 22.60% | 0% |
Change in fair value of financial instruments | (20.00%) | (3.44%) |
Return to provision | (0.47%) | (0.30%) |
Tax credits | 1.41% | 0.68% |
Uncertain tax positions | (0.39%) | (0.50%) |
Change in valuation allowance | (24.11%) | (17.43%) |
Effective tax rate | (0.07%) | 0% |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net loss carryforwards | $ 126,056 | $ 112,891 |
Fixed assets and intangibles | 338 | 423 |
Research and development capitalization | 4,951 | 0 |
Research and development credits | 6,136 | 5,233 |
Stock-based compensation | 3,367 | 3,513 |
Other | 2,247 | 2,726 |
Total deferred tax assets | 143,095 | 124,786 |
Deferred tax liabilities | ||
Lease assets | (1,011) | (1,218) |
Fixed assets | (113) | (101) |
Other | (29) | 0 |
Less: valuation allowance | (141,942) | (123,467) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Federal | ||
Income Tax Examination [Line Items] | ||
Net operating loss (NOL) carryforwards | $ 548.9 | |
Tax credit carryforwards | 6.2 | $ 5.1 |
State | ||
Income Tax Examination [Line Items] | ||
Net operating loss (NOL) carryforwards | 212.8 | |
Tax credit carryforwards | $ 2.5 | $ 2.3 |
Income Taxes - Gross Unrecogniz
Income Taxes - Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 2,679 | $ 1,465 |
Adjustments related to prior year tax positions | 5 | 813 |
Increases related to current year tax positions | 304 | 401 |
Decreases due to statute of limitation expiration | 0 | 0 |
Balance at end of year | $ 2,988 | $ 2,679 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 4 Months Ended | |||||||||||||||
Apr. 05, 2023 USD ($) $ / shares shares | Mar. 20, 2023 USD ($) shares | Mar. 15, 2023 | Mar. 13, 2023 USD ($) shares | Mar. 07, 2023 USD ($) | Feb. 17, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 20, 2022 $ / shares shares | Apr. 27, 2023 shares | Sep. 15, 2022 $ / shares | Jun. 30, 2022 $ / shares | May 24, 2022 shares | May 04, 2022 shares | Apr. 04, 2022 $ / shares | Mar. 21, 2022 $ / shares | Nov. 20, 2021 $ / shares | |
Baker Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Strike price (in usd per share) | $ 0.0325 | |||||||||||||||
June 2022 Baker Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Strike price (in usd per share) | $ 0.0325 | |||||||||||||||
Derivative Liability - May 2022 Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 833,333 | |||||||||||||||
December 2022 Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 46,153,847 | |||||||||||||||
Strike price (in usd per share) | $ 0.05 | |||||||||||||||
Baker Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion price (in usd per share) | 0.0325 | $ 0.21 | $ 5.8065 | $ 36.60 | ||||||||||||
Baker Notes | June 2022 Baker Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 72,860,769 | |||||||||||||||
Adjuvant Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion price (in usd per share) | 0.0325 | $ 0.75 | $ 5.4279 | |||||||||||||
8.0% Senior Subordinated Notes due December 2025 | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion price (in usd per share) | $ 0.05 | |||||||||||||||
Increase in number of outstanding purchase rights (in shares) | shares | 476,101,767 | |||||||||||||||
8.0% Senior Subordinated Notes due December 2025 | December 2022 Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Net proceeds from offering | $ | $ 1,250 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Net proceeds from offering | $ | $ 500 | $ 300 | $ 300 | $ 700 | ||||||||||||
Debt default amount requested from lender | $ | $ 92,800 | |||||||||||||||
Debt default multiplier | 2 | |||||||||||||||
Debt default, payable period | 3 days | |||||||||||||||
Pre-tax charges | $ | 100 | |||||||||||||||
Subsequent Event | Office lease | Letter of Credit | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Decrease in restricted cash related to default | $ | $ 800 | |||||||||||||||
Subsequent Event | Minimum | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Reverse stock split, conversion ratio | 0.05 | |||||||||||||||
Subsequent Event | Maximum | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Reverse stock split, conversion ratio | 0.008 | |||||||||||||||
Subsequent Event | 2023 Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 76,923,077 | 26,923,077 | 30,000,000 | 69,230,769 | ||||||||||||
Subsequent Event | 2023 Warrants | Placement Agent | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares of to purchase capital stock (in shares) | shares | 5,400,000 | 12,461,538 | ||||||||||||||
Subsequent Event | February 2023 Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Strike price (in usd per share) | $ 0.0065 | |||||||||||||||
Subsequent Event | March 2023 Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Strike price (in usd per share) | 0.0065 | |||||||||||||||
Subsequent Event | Baker Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Strike price (in usd per share) | 0.0065 | |||||||||||||||
Subsequent Event | June 2022 Baker Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Strike price (in usd per share) | 0.0065 | |||||||||||||||
Subsequent Event | Derivative Liability - May 2022 Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Strike price (in usd per share) | 0.0065 | |||||||||||||||
Subsequent Event | December 2022 Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Strike price (in usd per share) | $ 0.0065 | |||||||||||||||
Subsequent Event | 2023 Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount of convertible senior secured promissory notes (up to) | $ | $ 800 | $ 500 | $ 600 | $ 1,400 | ||||||||||||
Increase in number of outstanding purchase rights (in shares) | shares | 3,100,000,000 | |||||||||||||||
Subsequent Event | Baker Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion price (in usd per share) | $ 0.0065 | |||||||||||||||
Subsequent Event | Adjuvant Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion price (in usd per share) | 0.0065 | |||||||||||||||
Subsequent Event | 8.0% Senior Subordinated Notes due December 2025 | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion price (in usd per share) | 0.0065 | |||||||||||||||
Subsequent Event | February 2023 Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion price (in usd per share) | 0.0065 | |||||||||||||||
Subsequent Event | March 2023 Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion price (in usd per share) | $ 0.0065 |