Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 31, 2020 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-34899 | |
Entity Registrant Name | Pulse Biosciences, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5696597 | |
Entity Address, Address Line One | 3957 Point Eden Way | |
Entity Address, City or Town | Hayward | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94545 | |
City Area Code | 510 | |
Local Phone Number | 906-4600 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | PLSE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,212,025 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001625101 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 37,765 | $ 6,899 |
Investments | 18,499 | |
Prepaid expenses and other current assets | 907 | 1,005 |
Total current assets | 38,672 | 26,403 |
Property and equipment, net | 2,591 | 2,566 |
Intangible assets, net | 4,214 | 4,547 |
Goodwill | 2,791 | 2,791 |
Right-of-use assets | 9,749 | 5,114 |
Other assets | 365 | 494 |
Total assets | 58,382 | 41,915 |
Current liabilities: | ||
Accounts payable | 1,489 | 1,963 |
Accrued expenses | 3,123 | 2,496 |
Lease liability, current | 278 | |
Total current liabilities | 4,890 | 4,459 |
Lease liability, less current portion | 11,164 | 6,719 |
Total liabilities | 16,054 | 11,178 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; authorized – 50,000 shares; no shares issued and outstanding | ||
Common stock, $0.001 par value: authorized – 500,000 shares; issued and outstanding – 25,149 shares and 20,825 shares at June 30, 2020 and December 31, 2019, respectively | 25 | 21 |
Additional paid-in-capital | 188,197 | 153,401 |
Accumulated other comprehensive income (loss) | 4 | |
Accumulated deficit | (145,894) | (122,689) |
Total stockholders' equity | 42,328 | 30,737 |
Total liabilities and stockholders' equity | $ 58,382 | $ 41,915 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 25,149,000 | 20,825,000 |
Common stock, shares outstanding | 25,149,000 | 20,825,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations And Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating expenses: | ||||
General and administrative | $ 5,317 | $ 5,146 | $ 10,920 | $ 9,547 |
Research and development | 5,870 | 6,337 | 12,051 | 12,179 |
Amortization of intangible assets | 167 | 166 | 333 | 333 |
Total operating expenses | 11,354 | 11,649 | 23,304 | 22,059 |
Other income: | ||||
Interest income | 21 | 290 | 99 | 622 |
Total other income | 21 | 290 | 99 | 622 |
Net loss | (11,333) | (11,359) | (23,205) | (21,437) |
Other comprehensive loss: | ||||
Unrealized gain on available-for-sale securities | (17) | 20 | (4) | 23 |
Comprehensive loss | $ (11,350) | $ (11,339) | $ (23,209) | $ (21,414) |
Net loss per share: | ||||
Basic and diluted net loss per share | $ (0.53) | $ (0.55) | $ (1.10) | $ (1.04) |
Weighted average shares used to compute net loss per common share - basic and diluted | 21,528 | 20,728 | 21,183 | 20,704 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (23,205) | $ (21,437) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 213 | 300 |
Amortization of intangible assets | 333 | 333 |
Stock-based compensation | 5,038 | 5,060 |
Net premium amortization and discount on available-for-sale securities | (1) | (291) |
Loss on disposal of fixed assets | 119 | |
Gain on government securities | (8) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 522 | (1,129) |
Right-of-use assets | 198 | |
Other long-term assets | 129 | |
Accounts payable | (758) | 305 |
Accrued expenses | 393 | 282 |
Lease liabilities | (110) | |
Other assets | (424) | (2,726) |
Other current and non-current liabilities | 2,279 | |
Net cash used in operating activities | (17,561) | (17,024) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (100) | (112) |
Purchases of investments | (3,006) | (55,068) |
Maturities of investments | 17,000 | 32,000 |
Sales of investments | 4,510 | |
Net cash provided by (used) in investing activities | 18,404 | (23,180) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock and warrants, net of issuance cost of $501 | 29,759 | |
Proceeds from issuance of common stock under employee stock purchase plan | 255 | 222 |
Tax payments related to shares withheld for vested restricted stock units | (613) | |
Proceeds from exercises of stock options | 9 | 272 |
Net cash provided by (used in) financing activities | 30,023 | (119) |
Net increase (decrease) in cash | 30,866 | (40,323) |
Cash and cash equivalents at beginning of period | 6,899 | 51,103 |
Cash and cash equivalents at end of period | 37,765 | 10,780 |
Supplemental disclosure of noncash investing and financing activities: | ||
Change in unrealized gains (losses) on available-for-sale securities | (4) | $ 23 |
Unpaid property and equipment included in accounts payable and accrued expenses | 257 | |
Issuance costs for rights offering in accounts payable | $ 261 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Condensed Consolidated Statements Of Cash Flows [Abstract] | ||
Issuance costs | $ 501 | $ 501 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 21 | $ 142,032 | $ (1) | $ (75,718) | $ 66,334 |
Balance, shares at Dec. 31, 2018 | 20,593 | ||||
Issuance of shares upon exercise of stock options | 272 | 272 | |||
Issuance of shares upon exercise of stock options, shares | 99 | ||||
Issuance of shares under employee stock purchase plan | 222 | 222 | |||
Issuance of shares under employee stock purchase plan, shares | 18 | ||||
Issuance of shares upon vesting of restriced stock units, shares | 58 | ||||
Stock-based compensation expense | 5,060 | 5,060 | |||
Tax payments related to shares withheld for vested restricted stock units | (613) | (613) | |||
Unrealized gain on available-for-sale securities | 23 | 23 | |||
Net loss | (21,437) | (21,437) | |||
Balance at Jun. 30, 2019 | $ 21 | 146,973 | 22 | (97,155) | 49,861 |
Balance, shares at Jun. 30, 2019 | 20,768 | ||||
Balance at Mar. 31, 2019 | $ 21 | 144,887 | 2 | (85,796) | 59,114 |
Balance, shares at Mar. 31, 2019 | 20,710 | ||||
Issuance of shares upon exercise of stock options | |||||
Issuance of shares upon exercise of stock options, shares | 58 | ||||
Stock-based compensation expense | 2,699 | 2,699 | |||
Tax payments related to shares withheld for vested restricted stock units | (613) | (613) | |||
Unrealized gain on available-for-sale securities | 20 | 20 | |||
Net loss | (11,359) | (11,359) | |||
Balance at Jun. 30, 2019 | $ 21 | 146,973 | 22 | (97,155) | 49,861 |
Balance, shares at Jun. 30, 2019 | 20,768 | ||||
Balance at Dec. 31, 2019 | $ 21 | 153,401 | 4 | (122,689) | $ 30,737 |
Balance, shares at Dec. 31, 2019 | 20,825 | 20,825 | |||
Issuance of shares upon exercise of stock options | 9 | $ 9 | |||
Issuance of shares upon exercise of stock options, shares | 1 | ||||
Issuance of shares under employee stock purchase plan | 255 | 255 | |||
Issuance of shares under employee stock purchase plan, shares | 43 | ||||
Issuance of common stock and warrants in connection with rights offering, net of issuance cost of $501 | $ 4 | 29,494 | 29,498 | ||
Issuance of common stock and warrants in connection with rights offering, net of issuance cost of $501, shares | 4,280 | ||||
Stock-based compensation expense | 5,038 | 5,038 | |||
Unrealized gain on available-for-sale securities | (4) | (4) | |||
Net loss | (23,205) | (23,205) | |||
Balance at Jun. 30, 2020 | $ 25 | 188,197 | (145,894) | $ 42,328 | |
Balance, shares at Jun. 30, 2020 | 25,149 | 25,149 | |||
Balance at Mar. 31, 2020 | $ 21 | 156,291 | 17 | (134,561) | $ 21,768 |
Balance, shares at Mar. 31, 2020 | 20,869 | ||||
Issuance of common stock and warrants in connection with rights offering, net of issuance cost of $501 | $ 4 | 29,494 | 29,498 | ||
Issuance of common stock and warrants in connection with rights offering, net of issuance cost of $501, shares | 4,280 | ||||
Stock-based compensation expense | 2,412 | 2,412 | |||
Unrealized gain on available-for-sale securities | (17) | (17) | |||
Net loss | (11,333) | (11,333) | |||
Balance at Jun. 30, 2020 | $ 25 | $ 188,197 | $ (145,894) | $ 42,328 | |
Balance, shares at Jun. 30, 2020 | 25,149 | 25,149 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Condensed Consolidated Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 501 | $ 501 |
Description Of The Business
Description Of The Business | 6 Months Ended |
Jun. 30, 2020 | |
Description Of The Business [Abstract] | |
Description Of The Business | 1. Description of the Business Pulse Biosciences, Inc. (together with its subsidiaries, the Company) is a novel bioelectric medicine company committed to health innovation that improves and potentially extends the lives of patients. The Company is pursuing regulatory clearance to market its first product, its proprietary CellFX ® System. The Company’s CellFX System utilizes its patented Nano-Pulse Stimulation™ (NPS™) technology to treat a variety of applications for which an optimal solution remains unfulfilled. NPS is a proprietary technology that delivers nano-second duration pulses of high amplitude electrical energy to non-thermally clear targeted cells while sparing adjacent non-cellular tissue. The cell-specific effects of NPS technology have been validated in a series of completed and ongoing clinical studies. The Company was incorporated in Nevada on May 19, 2014. On June 18, 2018, the Company reincorporated from the State of Nevada to the State of Delaware. The Company’s headquarters and manufacturing and research facility is located in Hayward, California. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital. The Company has not yet commenced any revenue-generating operations, does not have any cash flows from operations, and will need to raise additional capital to finance its operations. However, there can be no assurances that the Company will be able to obtain additional financing on acceptable terms and in the amounts necessary to fully fund its operating requirements. Pulse Biosciences, CellFX, Nano-Pulse Stimulation, and NPS and the stylized logos are trademarks or registered trademarks of the Company in the United States and other countries. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies COVID-19 Pandemic The Company is subject to risks and uncertainties as a result of the novel coronavirus pandemic (COVID-19). The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the response to the pandemic is in its incipient stages and information is rapidly evolving. The Company considered the impact of COVID-19 on the assumptions and estimates used to determine the results reported and asset valuations as of June 30, 2020. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on a basis consistent with the Company’s December 31, 2019 audited Consolidated Financial Statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. The condensed consolidated financial statements have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (SEC) and, as permitted by such rules and regulations, omit certain information and footnote disclosures necessary to present the financial statements in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The condensed consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three-month and six-month periods ended June 30, 2020 are not necessarily indicative of the results to be expected for the entire year or any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the financial statements of Pulse Biosciences, Inc. and its wholly-owned subsidiaries. Intercompany balances and transactions, if any, have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes to the condensed consolidated financial statements. Estimates include, but are not limited to, the valuation of cash equivalents and investments, the valuation and recognition of share-based compensation and the useful lives assigned to long-lived assets. The Company evaluates its estimates and assumptions based on historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from these estimates. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the six-month period ended June 30, 2020, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Net Loss per Share The Company calculates basic net loss per share by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding during the period. For purposes of this calculation, options to purchase common stock and common stock warrants are considered common stock equivalents. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted net loss per share. Basic and diluted net loss per common share is the same for all periods presented because all warrants, stock options and restricted stock units outstanding are anti-dilutive. The following outstanding stock options, warrants and restricted stock units were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Six-Month Periods Ended June 30, 2020 2019 Common stock warrants 809,418 213,485 Common stock options 5,216,500 3,172,303 Restricted stock units 34,402 111,305 Total 6,060,320 3,497,093 Recent Accounting Pronouncement In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which eliminates certain exceptions related to the general principles in Accounting Standards Codification (ASC) 740 and makes amendments to other areas with the intention of simplifying various aspects related to accounting for income taxes. The new standard is effective for fiscal years beginning after December 15, 2020, including interim periods therein; with early adoption permitted. The Company is currently evaluating the impact that the standard will have on its financial statements and related disclosures; and does not expect the adoption to have a material impact on the Company’s financial statements. |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Of Financial Instruments | 3. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Level 1 - Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include money market funds. Level 2 - Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include commercial paper, corporate bonds, and asset-backed securities. Level 3 - Unobservable inputs for which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. The Company did not classify any of its investments within Level 3 of the fair value hierarchy. The following table sets forth the fair value of the Company’s financial assets measured on a recurring basis as of June 30, 2020 and December 31, 2019, respectively (in thousands): June 30, 2020 December 31, 2019 Assets Classification Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Money market funds Cash and cash equivalents $ 30,001 $ — $ — $ 30,001 $ 6,429 $ — $ — $ 6,429 U.S. Treasury Securities Investments — — — — — 18,499 — 18,499 Total assets measured at fair value $ 30,001 $ — $ — $ 30,001 $ 6,429 $ 18,499 $ — $ 24,928 The Company did not have any financial liabilities measured on a recurring basis as of June 30, 2020 or December 31, 2019. During the six-month period ended June 30, 2020, there were no transfers between Level 1, Level 2 or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2020 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2020 2019 Leasehold improvements $ 2,482 $ 2,248 Laboratory equipment 792 677 Furniture, fixtures, and equipment 789 466 Software 117 118 Construction in progress 110 543 4,290 4,052 Less: Accumulated depreciation ( 1,699 ) ( 1,486 ) $ 2,591 $ 2,566 Depreciation expense was $ 0.1 million for the three-month periods ended June 30, 2020 and 2019, respectively. Depreciation expense was $ 0.2 million and $ 0.3 million for the six-month periods ended June 30, 2020 and 2019, respectively. Intangible Assets, Net Intangible assets primarily consist of acquired licenses to utilize certain patents, know-how and technology relating to the Company’s NPS technology for biomedical applications acquired from Old Dominion University Research Foundation (ODURF), Eastern Virginia Medical School, and the University of Southern California. In addition, the Company entered into a Sponsored Research Agreement with Old Dominion University’s Frank Reidy Research Center for Bioelectrics, which includes certain intellectual property rights arising from the research. The Company is amortizing the intangible assets over an estimated useful life of 12 years. Intangible assets, net consisted of the following (in thousands): June 30, December 31, 2020 2019 Acquired patents and licenses $ 7,985 $ 7,985 Less: Accumulated amortization ( 3,771 ) ( 3,438 ) $ 4,214 $ 4,547 A schedule of the amortization of intangible assets for the remainder of 2020 and the succeeding five fiscal years and thereafter is as follows (in thousands): Year Ending December 31: 2020 (remaining 6 months) $ 332 2021 665 2022 665 2023 665 2024 665 2025 665 Thereafter 557 $ 4,214 Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, 2020 2019 Compensation expense $ 1,917 $ 1,699 Accrued clinical 282 262 Professional fees 62 51 Property and equipment 234 234 Other 628 250 $ 3,123 $ 2,496 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill [Abstract] | |
Goodwill | 5. Goodwill In 2014, the Company acquired three companies (the acquisitions) for aggregate consideration of $ 5.5 million. In accordance with ASC Topic 805, Business Combinations , the Company recorded goodwill of $ 2.8 million in connection with the acquisitions as the consideration paid exceeded the fair value of the net tangible assets and the intangible assets acquired. The Company reviews goodwill for impairment at least annually or whenever changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Based on the Company’s annual impairment test as of December 31, 2019 the Company determined that no impairment of goodwill existed and was not aware of any indicators of impairment at such date. In addition, there were no indicators of impairment at June 30, 2020. |
Stockholders' Equity And Stock-
Stockholders' Equity And Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity And Stock-Based Compensation [Abstract] | |
Stockholders' Equity And Stock-Based Compensation | 6. Stockholders’ Equity and Stock-Based Compensation Rights Offering On May 14, 2020, the Company issued non-transferable subscription rights to purchase up to $ 30 million units, each unit consisting of one share of the Company’s common stock and 0.15 warrants to purchase shares of common stock (the Units) at a price of $ 7.01 per Unit (the Rights Offering). Stockholders of record as of May 14, 2020 were issued one subscription right for each share of common stock then outstanding. Each right entitled the holder to purchase 0.20506537 Units and expired with no value if not exercised prior to 5:00 p.m. Eastern Time on June 8, 2020 (the Expiration Date). The common stock and warrants comprising the units separated upon the closing of the rights offering and were issued separately. Stockholders who exercised their rights in full were also permitted an over-subscription right to purchase additional shares of common stock that remained unsubscribed on the Expiration Date of the Rights Offering, subject to the availability of shares and a pro rata allocation of shares among persons exercising their oversubscription right. A total of 4,279,600 shares of common stock and 641,571 warrants were issued and sold in the Rights Offering for net proceeds of approximately $ 29.5 million. Each warrant is exercisable for one share of the Company’s common stock at an exercise price equal to $ 7.01 , the subscription price for the Units. The warrants are exercisable immediately and expire on the fifth anniversary of the completion of the Rights Offering, or June 16, 2025. The warrants are subject to redemption by the Company for $ 0.01 per warrant, with not less than 30 days written notice, if the volume weighted average price of our common stock equals or exceeds 200 % of the exercise price for the warrants for 10 consecutive trading days, provided that the Company may not redeem the warrants prior to December 16, 2020, six months after the issuance date. Robert W. Duggan, the Company’s Chairman of the Board of Directors and the beneficial owner of approximately 43 % of the Company’s outstanding common stock prior to the Rights Offering, participated in the Rights Offering and purchased an aggregate of 2,561,873 Units. After giving effect to the rights offering, Mr. Duggan is the beneficial owner of approximately 47 % of the Company’s outstanding common stock as of June 30, 2020. Common Stock Warrants In connection with a private placement in 2014 of the Company’s common stock, par value $ 0.001 per share, the Company issued warrants as compensation to the placement agent to purchase a total of 299,625 shares of its common stock at a price of $ 2.67 per share (the Private Placement Warrants). The Private Placement Warrants are exercisable for period of seven years from issuance. As of June 30, 2020, there were a total of 46,238 of Private Placement Warrants outstanding. In connection with the closing of the Company’s initial public offering in 2016, the Company issued warrants as compensation to its underwriters, to purchase a total of 574,985 shares of its common stock at a price of $ 5.00 per share (the IPO Warrants). The IPO Warrants are exercisable for a period of five years from issuance. As of June 30, 2020, there were a total of 121,609 of the IPO Warrants outstanding. All 641,571 warrants issued in connection with the Rights Offering were outstanding as of June 30, 2020. Equity Plans 2017 Equity Incentive Plan and 2017 Inducement Equity Incentive Plan The Board of Directors of the Company (the Board) previously adopted, and the Company’s stockholders approved, the Company’s 2017 Equity Incentive Plan (the 2017 Plan). The 2017 Plan has a 10 -year term, and provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares to employees, directors and consultants of the Company and any parent or subsidiary of the Company, as the Compensation Committee of the Board may determine. Subject to an annual evergreen increase and adjustment in the case of certain capitalization events, the Company initially reserved 1,500,000 shares of the Company’s common stock for issuance pursuant to awards under the 2017 Plan. In addition, shares remaining available under the Company’s 2015 Equity Incentive Plan, as amended (the 2015 Plan), and shares reserved but not issued pursuant to outstanding equity awards that expire or terminate without being exercised or that are forfeited or repurchased by the Company will be added to the shares of common stock available for issuance under the 2017 Plan. The 2017 Plan is administered by the Board’s Compensation Committee. Effective January 1, 2020, the Company’s Board authorized an increase in the number of shares of common stock available under the 2017 Plan increased by 833,018 shares pursuant to the evergreen provision of the 2017 Plan. Pursuant to the 2017 Plan, the 2019 share increase is determined based on the least of (i) 1,200,000 shares, (ii) 4 % of the Company’s common stock outstanding at December 31 of the immediately preceding year, or (iii) such number of shares as determined by the Board. As of June 30, 2020, 359,658 shares of common stock remained available for issuance under the 2017 Plan. During November 2017, the Board adopted the 2017 Inducement Equity Incentive Plan (the Inducement Plan) and reserved 1,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan was adopted without stockholder approval. The Inducement Plan has a 10 -year term, and provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to the 2017 Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan. Options issued under the Inducement Plan may have a term up to ten years and have variable vesting provisions. New hire grants generally vest 25 % annual starting upon the first anniversary of the grant. Equity-based awards issued under the Inducement Plan are only issuable to individuals not previously engaged as employees or non-employee directors of the Company prior to the Inducement Plan’s adoption date. As of June 30, 2020, 79,471 shares of common stock remained available for issuance under the Inducement Plan. Certain stock options awarded to the Company’s executives and other key employees contain performance conditions related to certain financial measures and achievements of strategic/operational milestones (performance options). As of June 30, 2020, not all of the performance conditions are probable to be achieved. Compensation expense has only been recognized for those conditions that are assumed to be probable. 2017 Employee Stock Purchase Plan The Board previously adopted and the stockholders approved the Company’s 2017 Employee Stock Purchase Plan (the 2017 ESPP). The 2017 ESPP is a broad-based plan that provides employees of the Company and its designated affiliates with the opportunity to become stockholders through periodic payroll deductions that are applied towards the purchase of Company common shares at a discount from the then-current market price. Subject to adjustment in the case of certain capitalization events, a total of 250,000 common shares of the Company were available for purchase at adoption of the 2017 ESPP. Pursuant to the 2017 ESPP, the annual share increase pursuant to the evergreen provision is determined based on the least of (i) 450,000 shares, (ii) 1.5 % of the Company’s common stock outstanding at December 31 of the immediately preceding year, or (iii) such number of shares as determined by the Board. During January 2019, the Board determined not to increase the number of shares of common stock available under the 2017 ESPP pursuant to the evergreen provision of the 2017 ESPP During the six-month period ended June 30, 2020, the Company issued 43,224 shares of common stock under the 2017 ESPP. As of June 30, 2020, 396,971 shares of common stock remained available for issuance under the 2017 ESPP. A summary of stock option activity under the 2015 Plan, 2017 Plan and Inducement Plan for the six-months ended June 30 , 2020 is presented below: Stock Options Outstanding Weighted Number average of shares exercise price Balances — December 31, 2019 3,749,186 $ 16.18 Options granted 1,823,810 Options exercised ( 750 ) Options canceled ( 309,190 ) Options expired ( 46,556 ) Balances — June 30, 2020 5,216,500 $ 14.20 Exercisable — June 30, 2020 2,468,093 $ 16.58 Stock-based Compensation Total stock-based compensation expense consisted of the following (in thousands): Three-Month Periods Ended Six-Month Periods Ended June 30, June 30, 2020 2019 2020 2019 General and administrative $ 1,515 $ 1,660 $ 3,264 $ 3,145 Research and development 897 1,039 1,774 1,915 Total stock-based compensation expense $ 2,412 $ 2,699 $ 5,038 $ 5,060 The Company estimated the fair value of employee stock options on the grant date using the Black-Scholes option pricing model . The estimated fair value of employee stock options is amortized on a straight-line basis over the requisite service period of the awards. The Company reviews, and when deemed appropriate, updates the assumptions used on a periodic basis. Due to the limited trading history of the Company’s common stock, the Company utilizes a portfolio of comparable companies to estimate volatility. The fair value of employee stock options was estimated using the following weighted-average assumptions: Three-Month Periods Ended June 30, Six-Month Periods Ended June 30, 2020 2019 2020 2019 Expected term in years 5.3 - 6.1 5.3 - 6.1 5.3 - 6.1 0.4 - 6.1 Expected volatility 70 % 70 % 70 % 70 % Risk-free interest rate 0.4 – 0.5 % 1.9 - 2.4 % 0.4 – 0.5 % 1.9 - 2.6 % Dividend yield — — — — The Company estimated the fair value of ESPP on the grant date using the Black-Scholes option pricing model . The estimated fair value of ESPP is amortized on a straight-line basis over the requisite service period of the awards. The Company reviews, and when deemed appropriate, updates the assumptions used on a periodic basis. The Company utilizes its estimated volatility in the Black-Scholes option pricing model to determine the fair value of ESPP. The fair value of ESPP was estimated using the following weighted-average assumptions: Three-Month Periods Ended June 30, Six-Month Periods Ended June 30, 2020 2019 2020 2019 Expected term in years 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 Expected volatility 70 % 70 % 70 % 70 % Risk-free interest rate 0.9 – 1.0 % 2.5 - 2.6 % 0.9 – 1.0 % 2.5 - 2.6 % Dividend yield — — — — |
Research Grants And Agreements
Research Grants And Agreements | 6 Months Ended |
Jun. 30, 2020 | |
Research Grants And Agreements [Abstract] | |
Research Grants And Agreements | 7. Research Grants and Agreements Sponsored Research Agreement The Company may annually sponsor research activities (SRAs) performed by Old Dominion University’s Frank Reidy Center (ODURF). ODURF is compensated by the Company for its conduct of each study in accordance with the budget and payment terms set forth in the applicable task order. During the year ended December 31, 2019, the Company agreed to sponsor $ 0.8 million in research during the subsequent 12 -month period funded through monthly payments made upon ODURF certifying, to the Company’s reasonable satisfaction, that ODURF has met its obligations pursuant to the specified task order and statement of work. The principal investigator may transfer funds with the budget as needed without the Company’s approval so long as the obligations of ODURF under the task order and statement of work remain unchanged and unimpaired. As of June 30, 2020, approximately $ 156,000 remained payable under this agreement. During the three-month periods ended June 30, 2020 and 2019, the Company paid and incurred costs relating to the SRAs equal to $ 0.2 million and $ 0.3 million, respectively; and $ 0.4 million and $ 0.5 million during the six-month periods ended June 30, 2020 and 2019, respectively. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 8. Commitments and Contingencies Operating Leases During January 2017, the Company entered into a five-year lease (the Existing Lease) for approximately 15,700 square feet for its corporate headquarters located in Hayward, California (the Existing Premises). The lease commenced during July 2017. During May 2019, the Company entered into Lease Amendment 1 (the Amendment) in relation to the Existing Lease and added the lease of new premises of approximately 34,600 square feet (the Expansion Premises); additionally, the term of the Existing Lease was extended to October 2029. The Company evaluated the Amendment under the provisions of ASC 842 that it adopted on January 1, 2019, and accounted the Amendment as a single contract with the Existing Lease because the additional lease payments due to the Amendment was not commensurate with the right-of-use (ROU) asset granted to the Company. Though the Amendment was accounted for as a single contract, the Existing Premises and Expansion Premises are accounted for as separate lease components. Accordingly, the Company measured and allocated consideration to each lease component as of the modification date. During May 2020, the Company took possession and commenced the final lease component of the Expansion Premises, which was originally anticipated begin occupied in April 2020. Taking possession of the Expansion Premises resulted in a change in payments for the entire lease. Accordingly, the lease components were remeasured as of the commencement date of the final lease component, and a corresponding ROU asset lease liability was recorded. As of May 2020, all components under the Amendment are in use and will be co-terminous until October 2029. Information related to the Compan y’s ROU assets and related lease liabilities were as follows (in thousands except for remaining lease term and discount rate): Year Ending December 31: 2020 (remaining 6 months) $ 653 2021 1,643 2022 1,806 2023 1,845 2024 1,910 2025 1,977 Thereafter 8,237 Total lease payments 18,071 Less imputed interest ( 6,629 ) Total lease liabilities $ 11,442 Other supplemental information: Cash paid for operating lease liabilities $ 392 Operating lease liabilities arising from ROU assets 4,833 Current operating lease liabilities 278 Non-current operating lease liabilities 11,164 Total lease liabilities $ 11,442 Weighted average remaining lease term 9.34 Weighted average discount rate 10 % Rent expense, including common area maintenance charges, was $ 0.5 million and $ 65,000 during the three-month periods ended June 30 , 2020 and 2019, respectively; and was approximately $ 0.7 million and $ 0.1 million during the six-month periods ended June 30 , 2020 and 2019, respectively. Legal Proceedings The Company maintains indemnification agreements with its directors and officers that may require the Company to indemnify them against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by applicable law. From time to time, the Company may be involved in a variety of claims, lawsuits, investigations and proceedings relating to securities laws, product liability, patent infringement, contract disputes and other matters relating to various claims that arise in the normal course of the Company’s business. The Company currently believes that these ordinary course matters are not material to the condensed consolidated financial statements of the business; however, the results of litigation and claims are inherently unpredictable. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions Kenneth A. Clark, a director of the Company since November 2017, is a member of the law firm of Wilson Sonsini Goodrich and Rosati (WSGR), which also serves as the outside corporate counsel to the Company. During the three and six-month periods ended June 30, 2020, the Company incurred expenses reported in general and administrative in the consolidated statement of operations for legal services rendered by WSGR totaling approximately $ 0.4 million and $ 0.5 million, respectively. Additionally, in June 2020, the Company incurred approximately $ 0.4 million of legal expenses in connection with the rights offering which was offset against the gross proceeds (Note 6). During the three and six-month periods ended June 30, 2019, the Company incurred expenses for legal services rendered by WSGR totaling approximately $ 0.1 million and $ 0.2 million, respectively. During June 2020, the Company completed a rights offering pursuant to which it sold an aggregate of 4,279,000 shares of its common stock, par value $ 0.001 per share, and 641,571 warrants at a price per share of $ 7.01 , for net proceeds of $ 29.5 million. At the time of transaction, Robert W. Duggan, the Company’s Chairman of the Board of Directors was the beneficial owner of approximately 43 % of the Company’s then outstanding common stock prior to the rights offering. After giving effect to the rights offering, Mr. Duggan was the beneficial owner of approximately 47 % of the Company’s outstanding stock as of June 30, 2020. The Company determined not to renew its director and officer liability insurance policies due to disproportionately high premiums quoted by insurance companies. Instead, Robert W. Duggan and the Company entered into a letter agreement, dated May 12, 2020 (the Letter Agreement), pursuant to which Mr. Duggan agreed with the Company to personally provide indemnity coverage on substantially the same terms as the Company’s prior coverage program for a one-year period, and has deposited $ 30 million of cash as security for such obligations. The Company will pay a fee of $ 2.5 million to Mr. Duggan that shall be due on May 13, 2021, the last day of the one-year period, in consideration of the obligations set forth in the Letter Agreement. The other members of the Board are third-party beneficiaries under the Agreement. As of June 30, 2020 the amount owed to Mr. Duggan under the Letter Agreement was $ 0.3 million, recorded in the balance sheet under Accrued Liabilities. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events On August 6, 2020, the Board of Directors increased the size of the Board by one and elected Richard van den Broek to fill the resulting vacancy on the Board, effective immediately. Mr. van den Broek will serve until his term expires at the annual meeting of stockholders to be held in 2021 and until his successor is elected and qualified or until his earlier death, resignation or removal. In addition, the Board appointed Mr. van den Broek to serve on the Audit Committee and the Compensation Committee of the Company. In the case of the Audit Committee, Mr. van den Broek will serve in place of Mitchell Levinson. Mr. van den Broek, 54, currently serves as managing partner of HSMR Advisors, LLC, a position he has held since February 2004, and as a director of PhaseBio Pharmaceuticals, Inc. since February 2019. He previously served on the boards of directors of Pharmacyclics, Inc. from December 2009 to April 2015, Response Genetics, Inc. from December 2010 to September 2015, Special Diversified Opportunities, Inc. from March 2008 to October 2015 and Celldex Therapeutics, Inc. from December 2014 to December 2016. Mr. van den Broek received an A.B. from Harvard University and is a Chartered Financial Analyst. Mr. van den Broek has extensive experience in the biotechnology sector and deep understanding of the global pharmaceutical market. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2020 | |
Summary Of Significant Accounting Policies [Abstract] | |
COVID-19 Pandemic | COVID-19 Pandemic The Company is subject to risks and uncertainties as a result of the novel coronavirus pandemic (COVID-19). The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the response to the pandemic is in its incipient stages and information is rapidly evolving. The Company considered the impact of COVID-19 on the assumptions and estimates used to determine the results reported and asset valuations as of June 30, 2020. |
Basis Of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on a basis consistent with the Company’s December 31, 2019 audited Consolidated Financial Statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. The condensed consolidated financial statements have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (SEC) and, as permitted by such rules and regulations, omit certain information and footnote disclosures necessary to present the financial statements in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The condensed consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three-month and six-month periods ended June 30, 2020 are not necessarily indicative of the results to be expected for the entire year or any future periods. |
Principles Of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the financial statements of Pulse Biosciences, Inc. and its wholly-owned subsidiaries. Intercompany balances and transactions, if any, have been eliminated in consolidation. |
Use Of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes to the condensed consolidated financial statements. Estimates include, but are not limited to, the valuation of cash equivalents and investments, the valuation and recognition of share-based compensation and the useful lives assigned to long-lived assets. The Company evaluates its estimates and assumptions based on historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from these estimates. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the six-month period ended June 30, 2020, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
Net Loss Per Share | Net Loss per Share The Company calculates basic net loss per share by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding during the period. For purposes of this calculation, options to purchase common stock and common stock warrants are considered common stock equivalents. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted net loss per share. Basic and diluted net loss per common share is the same for all periods presented because all warrants, stock options and restricted stock units outstanding are anti-dilutive. The following outstanding stock options, warrants and restricted stock units were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Six-Month Periods Ended June 30, 2020 2019 Common stock warrants 809,418 213,485 Common stock options 5,216,500 3,172,303 Restricted stock units 34,402 111,305 Total 6,060,320 3,497,093 |
Recent Accounting Pronouncement | Recent Accounting Pronouncement In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which eliminates certain exceptions related to the general principles in Accounting Standards Codification (ASC) 740 and makes amendments to other areas with the intention of simplifying various aspects related to accounting for income taxes. The new standard is effective for fiscal years beginning after December 15, 2020, including interim periods therein; with early adoption permitted. The Company is currently evaluating the impact that the standard will have on its financial statements and related disclosures; and does not expect the adoption to have a material impact on the Company’s financial statements. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Summary Of Significant Accounting Policies [Abstract] | |
Anti-Dilutive Shares Excluded From Computation Of Diluted Net Loss Per Share | Six-Month Periods Ended June 30, 2020 2019 Common stock warrants 809,418 213,485 Common stock options 5,216,500 3,172,303 Restricted stock units 34,402 111,305 Total 6,060,320 3,497,093 |
Fair Value Of Financial Instr_2
Fair Value Of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Of Financial Assets Measured On A Recurring Basis | June 30, 2020 December 31, 2019 Assets Classification Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Money market funds Cash and cash equivalents $ 30,001 $ — $ — $ 30,001 $ 6,429 $ — $ — $ 6,429 U.S. Treasury Securities Investments — — — — — 18,499 — 18,499 Total assets measured at fair value $ 30,001 $ — $ — $ 30,001 $ 6,429 $ 18,499 $ — $ 24,928 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Balance Sheet Components [Abstract] | |
Schedule Of Property And Equipment, Net | June 30, December 31, 2020 2019 Leasehold improvements $ 2,482 $ 2,248 Laboratory equipment 792 677 Furniture, fixtures, and equipment 789 466 Software 117 118 Construction in progress 110 543 4,290 4,052 Less: Accumulated depreciation ( 1,699 ) ( 1,486 ) $ 2,591 $ 2,566 |
Schedule Of Intangible Assets, Net | June 30, December 31, 2020 2019 Acquired patents and licenses $ 7,985 $ 7,985 Less: Accumulated amortization ( 3,771 ) ( 3,438 ) $ 4,214 $ 4,547 |
Schedule Of Amortization Of Intangible Assets | Year Ending December 31: 2020 (remaining 6 months) $ 332 2021 665 2022 665 2023 665 2024 665 2025 665 Thereafter 557 $ 4,214 |
Schedule Of Accrued Expenses | June 30, December 31, 2020 2019 Compensation expense $ 1,917 $ 1,699 Accrued clinical 282 262 Professional fees 62 51 Property and equipment 234 234 Other 628 250 $ 3,123 $ 2,496 |
Stockholders' Equity And Stoc_2
Stockholders' Equity And Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity [Line Items] | |
Summary Of Stock Option Activity | Stock Options Outstanding Weighted Number average of shares exercise price Balances — December 31, 2019 3,749,186 $ 16.18 Options granted 1,823,810 Options exercised ( 750 ) Options canceled ( 309,190 ) Options expired ( 46,556 ) Balances — June 30, 2020 5,216,500 $ 14.20 Exercisable — June 30, 2020 2,468,093 $ 16.58 |
Summary Of Stock-Based Compensation Expense | Three-Month Periods Ended Six-Month Periods Ended June 30, June 30, 2020 2019 2020 2019 General and administrative $ 1,515 $ 1,660 $ 3,264 $ 3,145 Research and development 897 1,039 1,774 1,915 Total stock-based compensation expense $ 2,412 $ 2,699 $ 5,038 $ 5,060 |
Employee Stock Option [Member] | |
Stockholders' Equity [Line Items] | |
Schedule Of Fair Value Of Employee Stock Options | Three-Month Periods Ended June 30, Six-Month Periods Ended June 30, 2020 2019 2020 2019 Expected term in years 5.3 - 6.1 5.3 - 6.1 5.3 - 6.1 0.4 - 6.1 Expected volatility 70 % 70 % 70 % 70 % Risk-free interest rate 0.4 – 0.5 % 1.9 - 2.4 % 0.4 – 0.5 % 1.9 - 2.6 % Dividend yield — — — — |
2017 Employee Stock Purchase Plan [Member] | |
Stockholders' Equity [Line Items] | |
Schedule Of Fair Value Of Employee Stock Options | Three-Month Periods Ended June 30, Six-Month Periods Ended June 30, 2020 2019 2020 2019 Expected term in years 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 Expected volatility 70 % 70 % 70 % 70 % Risk-free interest rate 0.9 – 1.0 % 2.5 - 2.6 % 0.9 – 1.0 % 2.5 - 2.6 % Dividend yield — — — — |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies [Abstract] | |
Schedule Of Maturity Lease Payments | Year Ending December 31: 2020 (remaining 6 months) $ 653 2021 1,643 2022 1,806 2023 1,845 2024 1,910 2025 1,977 Thereafter 8,237 Total lease payments 18,071 Less imputed interest ( 6,629 ) Total lease liabilities $ 11,442 |
Schedule Of Information Related To Right-Of-Use Assets And Lease Liabilities | Other supplemental information: Cash paid for operating lease liabilities $ 392 Operating lease liabilities arising from ROU assets 4,833 Current operating lease liabilities 278 Non-current operating lease liabilities 11,164 Total lease liabilities $ 11,442 Weighted average remaining lease term 9.34 Weighted average discount rate 10 % |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Summary Of Significant Accounting Policies [Abstract] | ||
Accumulated deficit | $ (145,894) | $ (122,689) |
Right-of-use assets | $ 9,749 | $ 5,114 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Anti-Dilutive Shares Excluded From Computation Of Diluted Net Loss Per Share) (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 6,060,320 | 3,497,093 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 809,418 | 213,485 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,216,500 | 3,172,303 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 34,402 | 111,305 |
Balance Sheet Components (Narra
Balance Sheet Components (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Balance Sheet Components [Abstract] | |||||
Depreciation expense | $ 100 | $ 100 | $ 213 | $ 300 | |
Intangible asset useful life | 12 years | ||||
Compensation expense | $ 1,917 | $ 1,917 | $ 1,699 |
Balance Sheet Components (Sched
Balance Sheet Components (Schedule Of Property And Equipment, Net) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | $ 4,290 | $ 4,052 |
Less: Accumulated depreciation and amortization | (1,699) | (1,486) |
Equipment, net | 2,591 | 2,566 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | 2,482 | 2,248 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | 792 | 677 |
Furniture, Fixtures, And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | 789 | 466 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | 117 | 118 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | $ 110 | $ 543 |
Balance Sheet Components (Sch_2
Balance Sheet Components (Schedule Of Intangible Assets, Net) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (3,771) | $ (3,438) |
Intangible assets, net | 4,214 | 4,547 |
Acquired Patents And Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired patents and licenses | $ 7,985 | $ 7,985 |
Balance Sheet Components (Sch_3
Balance Sheet Components (Schedule Of Amortization Of Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Components [Abstract] | ||
2020 (remaining 9 months) | $ 332 | |
2021 | 665 | |
2022 | 665 | |
2023 | 665 | |
2024 | 665 | |
2025 | 665 | |
Thereafter | 557 | |
Intangible assets, net | $ 4,214 | $ 4,547 |
Balance Sheet Components (Sch_4
Balance Sheet Components (Schedule Of Accrued Expenses) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Components [Abstract] | ||
Compensation expense | $ 1,917 | $ 1,699 |
Accrued clinical | 282 | 262 |
Professional fees | 62 | 51 |
Property and equipment | 234 | 234 |
Other | 628 | 250 |
Accrued expenses | $ 3,123 | $ 2,496 |
Goodwill (Narrative) (Details)
Goodwill (Narrative) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2014 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Goodwill | $ 2,791,000 | $ 2,791,000 | $ 2,800,000 |
Goodwill impairment | $ 0 | $ 0 | |
TPI, BEM And NB [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Aggregate consideration | $ 5,500,000 |
Stockholders' Equity And Stoc_3
Stockholders' Equity And Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 16, 2020 | May 14, 2020 | Jan. 01, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Nov. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2014 |
Stockholders' Equity [Line Items] | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares issued | 25,149,000 | 25,149,000 | 20,825,000 | ||||||||
Rights issued in exchange for common stock, price per share | $ 0.15 | ||||||||||
Total stock-based compensation expense | $ 2,412 | $ 2,699 | $ 5,038 | $ 5,060 | |||||||
Cash received from option exercises | $ 9 | 272 | |||||||||
2017 Employee Stock Purchase Plan [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Common stock, shares issued | 43,224 | 43,224 | |||||||||
Shares authorized | 250,000 | 250,000 | |||||||||
Increase in shares available for issuance threshold of common stock outstanding, number of shares | 450,000 | ||||||||||
Increase in shares available for issuance threshold of common stock outstanding, percent outstanding | 1.50% | ||||||||||
Shares available for grant | 396,971 | 396,971 | |||||||||
2017 Inducement Equity Incentive Plan [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Term period | 10 years | ||||||||||
Shares authorized | 1,000,000 | ||||||||||
Shares available for grant | 79,471 | 79,471 | |||||||||
2017 Plan [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Term period | 10 years | ||||||||||
Shares authorized | 1,500,000 | 1,500,000 | |||||||||
Additional common stock reserved for issuance | 833,018 | ||||||||||
Increase in shares available for issuance threshold of common stock outstanding, number of shares | 1,200,000 | ||||||||||
Increase in shares available for issuance threshold of common stock outstanding, percent outstanding | 4.00% | ||||||||||
Shares available for grant | 359,658 | 359,658 | |||||||||
Rights Offering [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||
Value of warrants/rights | $ 29,500 | $ 30,000 | $ 29,500 | $ 29,500 | |||||||
Common stock, shares issued | 4,279,600 | 4,279,000 | 4,279,000 | ||||||||
Right entitlement to holder | 0.20506537 | ||||||||||
Warrants/rights outstanding | 641,571 | 641,571 | 641,571 | ||||||||
Exercise price of warrants/rights | $ 7.01 | $ 7.01 | $ 7.01 | $ 7.01 | |||||||
Redemption per warrant | $ 0.01 | ||||||||||
Period the warrants are exercisable after issuance | 30 days | ||||||||||
Percentage requirement for warrant redemption | 200.00% | ||||||||||
Period of time required for redemption of warrants | 10 days | ||||||||||
Period of time warrant not able to be redeemed | 6 months | ||||||||||
First Vesting Portion [Member] | 2017 Inducement Equity Incentive Plan [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
General and administrative [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Total stock-based compensation expense | $ 1,515 | 1,660 | $ 3,264 | 3,145 | |||||||
Research and development [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Total stock-based compensation expense | $ 897 | $ 1,039 | $ 1,774 | $ 1,915 | |||||||
Employee Stock Option [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Options granted | 1,823,810 | ||||||||||
Warrants exercised | 750 | ||||||||||
Exercise price | $ 16.58 | $ 16.58 | |||||||||
Initial Public Offering [Member] | Rights Offering [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Warrants/rights outstanding | 121,609 | 121,609 | |||||||||
Private Placement [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Common stock, par value | $ 0.001 | ||||||||||
Chairman, Robert W. Duggan [Member] | Rights Offering [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Ownership percentage | 47.00% | 47.00% | 43.00% | ||||||||
Shares purchased | 2,561,873 | ||||||||||
Common Stock | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Warrants exercised | 58,000 | 1,000 | 99,000 | ||||||||
Common Stock | Rights Offering [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Warrants/rights outstanding | 641,571 | 641,571 | |||||||||
MDB Capital Group, LLC [Member] | Initial Public Offering [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Price per share | $ 5 | ||||||||||
Exercisable period of warrants or rights | 5 years | ||||||||||
Number of common shares called by issuance of warrants | 574,985 | ||||||||||
MDB Capital Group, LLC [Member] | Private Placement [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Price per share | $ 2.67 | ||||||||||
Warrants/rights outstanding | 46,238 | 46,238 | |||||||||
Exercisable period of warrants or rights | 7 years | ||||||||||
Number of common shares called by issuance of warrants | 299,625 |
Stockholders' Equity And Stoc_4
Stockholders' Equity And Stock-Based Compensation (Summary Of Stock Option Activity) (Details) - Employee Stock Option [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Beginning Balance, Number of shares | shares | 3,749,186 |
Options granted, Number of shares | shares | 1,823,810 |
Options exercised, Number of shares | shares | (750) |
Options canceled, Number of shares | shares | (309,190) |
Options expired, Number of shares | shares | (46,556) |
Ending Balance, Number of shares | shares | 5,216,500 |
Exercisable, Number of shares | shares | 2,468,093 |
Beginning Balance, Weighted average exercise price per share | $ / shares | $ 16.18 |
Options granted, Weighted average exercise price per share | $ / shares | |
Options exercised, Weighted average exercise price per share | $ / shares | |
Options canceled, Weighted average exercise price per share | $ / shares | |
Options expired, Weighted average exercise price per share | $ / shares | |
Ending Balance, Weighted average exercise price per share | $ / shares | 14.20 |
Exercisable, Weighted average exercise price per share | $ / shares | $ 16.58 |
Stockholders' Equity And Stoc_5
Stockholders' Equity And Stock-Based Compensation (Schedule Of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 2,412 | $ 2,699 | $ 5,038 | $ 5,060 |
General and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 1,515 | 1,660 | 3,264 | 3,145 |
Research and development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 897 | $ 1,039 | $ 1,774 | $ 1,915 |
Stockholders' Equity And Stoc_6
Stockholders' Equity And Stock-Based Compensation (Schedule Of Fair Value Of Employee Stock Options) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.90% | |||
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Risk-free interest rate | 2.40% | |||
Employee Stock Option [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected volatility | 70.00% | 70.00% | 70.00% | 70.00% |
Dividend yield | ||||
Employee Stock Option [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term in years | 5 years 3 months 18 days | 5 years 3 months 18 days | 5 years 3 months 18 days | 4 months 24 days |
Risk-free interest rate | 0.40% | 0.40% | 1.90% | |
Employee Stock Option [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term in years | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Risk-free interest rate | 0.50% | 0.50% | 2.60% | |
2017 Employee Stock Purchase Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected volatility | 70.00% | 70.00% | 70.00% | 70.00% |
2017 Employee Stock Purchase Plan [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term in years | 6 months | 6 months | 6 months | 6 months |
Risk-free interest rate | 0.90% | 2.50% | 0.90% | 2.50% |
2017 Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term in years | 1 year | 1 year | 1 year | 1 year |
Risk-free interest rate | 1.00% | 2.60% | 1.00% | 2.60% |
Research Grants And Agreements
Research Grants And Agreements (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Research and development expense | $ 5,870 | $ 6,337 | $ 12,051 | $ 12,179 |
Sponsored Research Agreement ("SRA") [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Research and development expense | 200 | 300 | 400 | $ 500 |
Remaining sponsorship | $ 156 | $ 156 | ||
ODURF [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Period of time for Sponsored Research Agreement ("SRA") | 12 months | |||
ODURF [Member] | Sponsored Research Agreement ("SRA") [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Research and development expense | $ 800 |
Commitments And Contingencies_2
Commitments And Contingencies (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | May 31, 2019ft² | Jan. 31, 2017ft² | |
Commitments and Contingencies [Line Items] | ||||||
Rent expense, including common area maintenance charges | $ | $ 500 | $ 65 | $ 700 | $ 100 | ||
Hayward, CA [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Lease term | 5 years | |||||
Area Of Lease | 15,700 | |||||
Lease Amendment [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Area Of Lease | 34,600 |
Commitments And Contingencies_3
Commitments And Contingencies (Schedule Of Maturity Lease Payments) (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Commitments And Contingencies [Abstract] | |
2020 (remaining 6 months) | $ 653 |
2021 | 1,643 |
2022 | 1,806 |
2023 | 1,845 |
2024 | 1,910 |
2025 | 1,977 |
Thereafter | 8,237 |
Total lease payments | 18,071 |
Less imputed interest | (6,629) |
Total lease liabilities | $ 11,442 |
Commitments And Contingencies_4
Commitments And Contingencies (Schedule Of Information Related To Right-Of-Use Assets And Lease Liabilities) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies [Abstract] | ||
Cash paid for operating lease liabilities | $ 392 | |
Operating lease liabilities arising from ROU assets including impact of ASC 842 adoption | 4,833 | |
Current operating lease liabilities | 278 | |
Non-current operating lease liabilities | 11,164 | $ 6,719 |
Total lease liabilities | $ 11,442 | |
Weighted average remaining lease term | 9 years 4 months 2 days | |
Weighted average discount rate | 10.00% |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 16, 2020 | May 14, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||||
Common stock, shares issued | 25,149,000 | 25,149,000 | 25,149,000 | 20,825,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Coverage period | 1 year | |||||||
Deposit for insurance | $ 30 | $ 30 | $ 30 | |||||
Chairman, Robert W. Duggan [Member] | Rights Offering [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 47.00% | 47.00% | 47.00% | 43.00% | ||||
Robert W. Duggan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related parties | $ 2.5 | $ 2.5 | $ 2.5 | |||||
Legal Expenses [Member] | Wilson Sonsini Goodrich And Rosati (WSGR) [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | 0.4 | $ 0.1 | 0.5 | $ 0.2 | ||||
Letter Agreement [Member] | Robert W. Duggan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related parties | $ 0.3 | $ 0.3 | $ 0.3 | |||||
Rights Offering [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares issued | 4,279,000 | 4,279,000 | 4,279,000 | 4,279,600 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Warrants/rights outstanding | 641,571 | 641,571 | 641,571 | 641,571 | ||||
Exercise price of warrants/rights | $ 7.01 | $ 7.01 | $ 7.01 | $ 7.01 | $ 7.01 | |||
Value of warrants/rights | $ 29.5 | $ 29.5 | $ 29.5 | $ 29.5 | $ 30 | |||
Rights Offering [Member] | Initial Public Offering [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants/rights outstanding | 121,609 | 121,609 | 121,609 | |||||
Rights Offering [Member] | Legal Expenses [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | $ 0.4 | |||||||
Rights Offering [Member] | Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants/rights outstanding | 641,571 | 641,571 | 641,571 |