Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38128 | |
Entity Registrant Name | CHECKPOINT THERAPEUTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2568632 | |
Entity Address, Address Line One | 95 Sawyer Road | |
Entity Address, Address Line Two | Suite 110 | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02453 | |
City Area Code | 781 | |
Local Phone Number | 652-4500 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CKPT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001651407 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,000,000 | |
Common Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 85,496,962 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 30,887 | $ 54,735 |
Prepaid expenses and other current assets | 1,178 | 976 |
Other receivables - related party | 18 | 17 |
Total current assets | 32,083 | 55,728 |
Total Assets | 32,083 | 55,728 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 23,496 | 24,919 |
Accounts payable and accrued expenses - related party | 1,125 | 1,063 |
Total current liabilities | 24,621 | 25,982 |
Total Liabilities | 24,621 | 25,982 |
Commitments and Contingencies (note 5) | ||
Stockholders' Equity | ||
Common stock issuable, 0 and 2,121,422 shares as of June 30, 2022 and December 31, 2021, respectively | 6,598 | |
Additional paid-in capital | 238,305 | 223,001 |
Accumulated deficit | (230,852) | (199,862) |
Total Stockholders' Equity | 7,462 | 29,746 |
Total Liabilities and Stockholders' Equity | 32,083 | 55,728 |
Common No Class | ||
Stockholders' Equity | ||
Common Stock Value | 8 | 8 |
Class A Common Shares | ||
Stockholders' Equity | ||
Common Stock Value | $ 1 | $ 1 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 135,000,000 | 135,000,000 |
Common Stock, Shares, Issued | 84,905,751 | 77,574,405 |
Common Stock, Shares, Outstanding | 84,905,751 | 77,574,405 |
Common Stock, Shares Subscribed but Unissued | 0 | 2,121,422 |
Class A Common Shares | ||
Common Stock, Shares, Issued | 7,000,000 | 7,000,000 |
Common Stock, Shares, Outstanding | 7,000,000 | 7,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Statements of Operations | ||||
Revenue - related party | $ 18 | $ 155 | $ 70 | $ 223 |
Operating expenses: | ||||
Research and development | 12,053 | 7,198 | 26,723 | 11,411 |
General and administrative | 2,129 | 2,114 | 4,372 | 4,487 |
Total operating expenses | 14,182 | 9,312 | 31,095 | 15,898 |
Loss from operations | (14,164) | (9,157) | (31,025) | (15,675) |
Other income | ||||
Interest income | 22 | 13 | 35 | 26 |
Total other income | 22 | 13 | 35 | 26 |
Net Loss | $ (14,142) | $ (9,144) | $ (30,990) | $ (15,649) |
Loss per Share: | ||||
Basic net loss per common share outstanding | $ (0.16) | $ (0.12) | $ (0.36) | $ (0.21) |
Diluted net loss per common share outstanding | $ (0.16) | $ (0.12) | $ (0.36) | $ (0.21) |
Basic weighted average number of common shares outstanding | 87,509,824 | 75,492,853 | 86,286,655 | 72,912,456 |
Diluted weighted average number of common shares outstanding | 87,509,824 | 75,492,853 | 86,286,655 | 72,912,456 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Shares Class A Common Shares | Common Shares | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balances at Dec. 31, 2020 | $ 1 | $ 6 | $ 4,617 | $ 173,947 | $ (143,192) | $ 35,379 |
Balances (in Shares) at Dec. 31, 2020 | 7,000,000 | 62,420,439 | ||||
Issuance of common shares, net of offering costs - At-the-market offering | $ 2 | 34,715 | 34,717 | |||
Issuance of common shares, net of offering costs - At-the-market offering (in Shares) | 10,399,983 | |||||
Issuance of common shares - Founders Agreement | (4,617) | 5,504 | 887 | |||
Issuance of common shares - Founders Agreement (in Shares) | 0 | 2,002,439 | ||||
Stock-based compensation expense | 1,540 | 1,540 | ||||
Stock-based compensation expense (in Shares) | 919,012 | |||||
Net loss | $ 0 | (15,649) | (15,649) | |||
Balances at Jun. 30, 2021 | $ 1 | $ 8 | 215,706 | (158,841) | 56,874 | |
Balances (in Shares) at Jun. 30, 2021 | 7,000,000 | 75,741,873 | ||||
Balances at Mar. 31, 2021 | $ 1 | $ 7 | 203,864 | (149,697) | 54,175 | |
Balances (in Shares) at Mar. 31, 2021 | 7,000,000 | 72,163,822 | ||||
Issuance of common shares, net of offering costs - At-the-market offering | $ 1 | 10,823 | 10,824 | |||
Issuance of common shares, net of offering costs - At-the-market offering (in Shares) | 3,374,674 | |||||
Issuance of common shares - Founders Agreement | 253 | 253 | ||||
Issuance of common shares - Founders Agreement (in Shares) | 84,365 | |||||
Stock-based compensation expense | 766 | 766 | ||||
Stock-based compensation expense (in Shares) | 119,012 | |||||
Net loss | (9,144) | (9,144) | ||||
Balances at Jun. 30, 2021 | $ 1 | $ 8 | 215,706 | (158,841) | 56,874 | |
Balances (in Shares) at Jun. 30, 2021 | 7,000,000 | 75,741,873 | ||||
Balances at Dec. 31, 2021 | $ 1 | $ 8 | 6,598 | 223,001 | (199,862) | 29,746 |
Balances (in Shares) at Dec. 31, 2021 | 7,000,000 | 77,574,405 | ||||
Issuance of common shares, net of offering costs - At-the-market offering | 8,687 | 8,687 | ||||
Issuance of common shares, net of offering costs - At-the-market offering (in Shares) | 4,305,644 | |||||
Issuance of common shares - Founders Agreement | $ (6,598) | 6,811 | 213 | |||
Issuance of common shares - Founders Agreement (in Shares) | 2,229,054 | |||||
Stock-based compensation expense | 1,504 | 1,504 | ||||
Stock-based compensation expense (in Shares) | 1,445,214 | |||||
Net settlement of shares withheld for payment of employee taxes | (1,698) | (1,698) | ||||
Net settlement of shares withheld for payment of employee taxes (in shares) | (648,566) | |||||
Net loss | (30,990) | (30,990) | ||||
Balances at Jun. 30, 2022 | $ 1 | $ 8 | 238,305 | (230,852) | 7,462 | |
Balances (in Shares) at Jun. 30, 2022 | 7,000,000 | 84,905,751 | ||||
Balances at Mar. 31, 2022 | $ 1 | $ 8 | 236,917 | (216,710) | 20,216 | |
Balances (in Shares) at Mar. 31, 2022 | 7,000,000 | 83,801,242 | ||||
Issuance of common shares, net of offering costs - At-the-market offering | 642 | 642 | ||||
Issuance of common shares, net of offering costs - At-the-market offering (in Shares) | 563,705 | |||||
Issuance of common shares - Founders Agreement | 17 | 17 | ||||
Issuance of common shares - Founders Agreement (in Shares) | 14,090 | |||||
Stock-based compensation expense | 729 | 729 | ||||
Stock-based compensation expense (in Shares) | 526,714 | |||||
Net loss | (14,142) | (14,142) | ||||
Balances at Jun. 30, 2022 | $ 1 | $ 8 | $ 238,305 | $ (230,852) | $ 7,462 | |
Balances (in Shares) at Jun. 30, 2022 | 7,000,000 | 84,905,751 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (30,990) | $ (15,649) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 1,504 | 1,540 |
Issuance of common shares - Founders Agreement | 213 | 887 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (202) | 960 |
Other receivables - related party | (1) | (135) |
Accounts payable and accrued expenses | (1,361) | 2,032 |
Net cash used in operating activities | (30,837) | (10,365) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock - At-the-market offering | 8,910 | 35,614 |
Offering costs for the issuance of common stock - At-the-market offering | (223) | (897) |
Net settlement of shares withheld for payment of employee taxes | (1,698) | |
Net cash provided by financing activities | 6,989 | 34,717 |
Net (decrease) increase in cash and cash equivalents | (23,848) | 24,352 |
Cash and cash equivalents at beginning of period | 54,735 | 40,772 |
Cash and cash equivalents at end of period | 30,887 | 65,124 |
Supplemental disclosure of noncash investing and financing activities: | ||
Issuance of common shares - Founders Agreement | $ 6,598 | $ 4,617 |
Organization and Description of
Organization and Description of Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization and Description of Business Operations | |
Organization and Description of Business Operations | Note 1 - Organization and Description of Business Operations Checkpoint Therapeutics, Inc. (the “Company” or “Checkpoint”) was incorporated in Delaware on November 10, 2014. Checkpoint is a clinical-stage immunotherapy and targeted oncology company focused on the acquisition, development and commercialization of novel treatments for patients with solid tumor cancers. The Company may acquire rights to these technologies by licensing the rights or otherwise acquiring an ownership interest in the technologies, funding their research and development and eventually either out-licensing or bringing the technologies to market. The Company may also enter into collaboration agreements with third and related parties including sponsored research agreements to develop these technologies for liquid tumors while retaining the rights in solid tumors. The Company is a majority-controlled subsidiary of Fortress Biotech, Inc. (“Fortress”). The Company’s common stock is listed on the NASDAQ Capital Market and trades under the symbol “CKPT.” Liquidity, Capital Resources and Going Concern The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of June 30, 2022, the Company had an accumulated deficit of $230.9 million. During the six months ended June 30, 2022, the Company sold a total of 4,305,644 shares of common stock under an At-the-Market Issuance Sales Agreement (“ATM”), at an average selling price of $2.07 per share, resulting in aggregate total gross proceeds of approximately $8.9 million and net proceeds of approximately $8.7 million after deducting approximately $0.2 million in commissions and other transaction costs. The Company expects to continue to use the proceeds from previous financing transactions primarily for general corporate purposes, which may include financing the Company's growth, developing new or existing product candidates, and funding capital expenditures, acquisitions, and investments. As of June 30, 2022, the Company had cash and cash equivalents of $30.9 million. The Company believes that its cash and cash equivalents are only sufficient to fund its operating expenses into the second quarter of 2023. The Company will need to secure additional funds through equity or debt offerings, or other potential sources such as partnerships to fully develop and commercialize its product candidates. The Company’s estimate as to how long it expects its existing cash to be able to continue to fund its operations is based on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. Further, changing circumstances, some of which may be beyond its control, could cause the Company to consume capital faster than it currently anticipates, and it may need to seek additional funds sooner than planned. The Company cannot be certain that additional funding will be available to it on acceptable terms, or at all. These factors individually and collectively raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this report. The Company’s unaudited condensed financial statements do not contain any adjustments that might result from the outcome of any of the above uncertainty. The Company does not expect any material impact on its long-term development timeline and its liquidity due to the worldwide spread of the coronavirus (“COVID-19”). |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. They may not include all of the information and notes required by GAAP for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2021, which were included in the Company’s Form 10-K, and filed with the SEC on March 28, 2022. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Other Receivables - Related Party Other receivables consist of amounts due to the Company from TG Therapeutics, Inc. (“TGTX”), a related party, and are recorded at the invoiced amount. Research and Development Costs Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, costs associated with regulatory filings, laboratory costs and other supplies. In accordance with Accounting Standards Codification (“ASC”) 730-10-25-1, Research and Development Annual Equity Fee Under the Founders Agreement with Checkpoint dated March 17, 2015, and amended and restated in July 2016 and October 2017 (the “Founders Agreement”), Fortress is entitled to an annual equity fee on January 1 of each year equal to 2.5% of fully diluted outstanding equity of the Company, payable in Checkpoint common shares (“Annual Equity Fee”). The Annual Equity Fee was part of the consideration payable for formation of the Company, identification of certain assets, including the license contributed to Checkpoint by Fortress (see Note 4). The Company records the Annual Equity Fee in connection with the Founders Agreement with Fortress as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. Due to the nature of the Company’s assets and stage of development, future share prices and shares outstanding cannot be estimated prior to the issuance of the Annual Equity Fee. Due to these uncertainties, the Company has concluded that it is unable to reasonably estimate the contingent consideration until shares are actually issued on January 1 of each year. Pursuant to the Founders Agreement, the Company issued 2,121,422 shares of common stock to Fortress for the Annual Equity Fee, representing 2.5% of the fully diluted outstanding equity of Checkpoint on January 1, 2022. Because the number of outstanding shares issuable to Fortress was determinable on January 1, 2022 prior to the issuance of the December 31, 2021 financial statements, the Company recorded approximately $6.6 million in research and development expense and a credit to Common shares issuable - Founders Agreement during the year ended December 31, 2021. Stock-Based Compensation Expenses The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards and forfeiture rates. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the Condensed Statements of Operations based upon the underlying individual’s role at the Company. Fair Value Measurement The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable and accrued expenses. Revenue from Contracts with Customers The Company recognizes revenue under ASC 606, “ Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer. ● Step 2: Identify the performance obligations in the contract. ● Step 3: Determine the transaction price. ● Step 4: Allocate the transaction price to the performance obligations in the contract. ● Step 5: Recognize revenue when the company satisfies a performance obligation. In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: ● the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and ● the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● variable consideration; ● constraining estimates of variable consideration; ● the existence of a significant financing component in the contract; ● noncash consideration; and ● consideration payable to a customer. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Revenue for a sales-based or usage-based royalty promised in exchange for a license of intellectual property is recognized only when (or as) the later of the following events occurs: a. the subsequent sale or usage occurs; and b. the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied (or partially satisfied). Incremental contract costs are expensed when incurred when the amortization period of the asset that would have been recognized is one year or less; otherwise, incremental contract costs are recognized as an asset and amortized over time as services are provided to a customer. Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not to be sustained upon audit, the Company recognizes the largest amount with a greater than 50% likelihood of being realized. The Company does not recognize any portion of the benefit for tax positions that are not more likely than not to be sustained upon audit. As of June 30, 2022 and December 31, 2021, the Company determined, based upon available evidence, that it is more likely than not that the net deferred tax asset will not be realized and, accordingly, has provided a full valuation allowance against its net deferred tax asset. Net Loss per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share does not reflect the effect of shares of common stock to be issued upon the exercise of stock options and warrants, as their inclusion would be anti-dilutive. The following table summarizes potentially dilutive securities outstanding at June 30, 2022 and 2021 that were excluded from the computation of diluted net loss per share, as they would be anti-dilutive: June 30, 2022 2021 Warrants (Note 6) 12,493 13,191 Stock options (Note 6) 310,000 270,000 Unvested restricted stock (Note 6) 3,883,205 4,277,201 Total 4,205,698 4,560,392 Coronavirus Aid, Relief and Economic Security Act In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020. The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer’s social security payments, net operating loss utilization and carryback periods and modifications to the net interest deduction limitations. The CARES Act did not have a material impact on the Company’s income tax provision. The Company will continue to evaluate the impact of the CARES Act on its financial position, results of operations and cash flows. On December 27, 2020, the President of the United States signed the Consolidated Appropriations Act, 2021 (“Consolidated Appropriations Act”) into law. The Consolidated Appropriations Act is intended to enhance and expand certain provisions of the CARES Act, allows for the deductions of expenses related to the Payroll Protection Program funds received by companies, and provides an update to meals and entertainment expensing for 2021. The Consolidated Appropriations Act did not have a material impact to the Company’s income tax provision for 2021 and the Company does not believe it will have a material impact on its income tax provision for 2022. The Company will continue to evaluate the impact of the Consolidated Appropriations Act on its financial position, results of operations and cash flows. Significant There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2021 Annual Report on Form 10-K. Recently Issued Accounting Pronouncements During the six-month period ended June 30, 2022, there were no new accounting pronouncements or updates to recently issued accounting pronouncements as disclosed in the Company’s Form 10-K for the year ended December 31, 2021 that affect the Company’s present or future results of operations, overall financial condition, liquidity or disclosures. |
License Agreements
License Agreements | 6 Months Ended |
Jun. 30, 2022 | |
License Agreements | |
License Agreements | Note 3 – License Agreements Dana-Farber Cancer Institute In March 2015, the Company entered into an exclusive license agreement with Dana-Farber Cancer Institute (“Dana Farber”) to develop a portfolio of fully human immuno-oncology targeted antibodies. Under the terms of the license agreement, the Company paid Dana-Farber an up-front licensing fee of $1.0 million and, on May 11, 2015, granted Dana-Farber 500,000 shares of common stock, valued at $32,500 or $0.065 per share. The license agreement included an anti-dilution clause that maintained Dana-Farber’s ownership at 5% until such time that the Company raised $10 million in cash in exchange for common shares. Pursuant to this provision, on September 30, 2015, the Company granted to Dana-Farber an additional 136,830 shares of common stock valued at approximately $0.6 million and the anti-dilution clause thereafter expired. Dana-Farber is eligible to receive payments of up to an aggregate of approximately $21.5 million for each licensed product upon the Company’s successful achievement of certain clinical development, regulatory and first commercial sale milestones. In addition, Dana-Farber is eligible to receive up to an aggregate of $60.0 million upon the Company’s successful achievement of certain sales milestones based on aggregate net sales, in addition to royalty payments based on a tiered low to mid-single digit percentage of net sales. Dana-Farber also receives an annual license maintenance fee of $50,000, which is creditable against future milestone payments or royalties. The portfolio of antibodies licensed from Dana-Farber include antibodies targeting PD-L1, GITR and CAIX. In December 2021, the Company expensed a non-refundable milestone payment of $4.0 million upon the first patient dosed in a Phase 3 clinical study of its anti-PD-LI antibody cosibelimab. In connection with the license agreement with Dana-Farber, the Company entered into a collaboration agreement with TGTX, which was amended and restated in June 2019, to develop and commercialize the anti-PD-L1 and anti-GITR antibody research programs in the field of hematological malignancies, while the Company retains the right to develop and commercialize these antibodies in solid tumors. Michael Weiss, Chairman of the Board of Directors of Checkpoint and Fortress’ Executive Vice Chairman, Strategic Development, is also the Executive Chairman, President and Chief Executive Officer and a stockholder of TGTX. Under the terms of the original collaboration agreement, TGTX paid the Company $0.5 million, representing an upfront licensing fee. Upon the signing of the amended and restated collaboration agreement in June 2019, TGTX paid the Company an additional $1.0 million upfront licensing fee. The Company is eligible to receive substantive potential milestone payments for the anti-PD-L1 program of up to an aggregate of approximately $27.6 million upon TGTX’s successful achievement of certain clinical development, regulatory and first commercial sale milestones. This is comprised of up to approximately $8.4 million upon TGTX’s successful completion of clinical development milestones, and up to approximately $19.2 million upon regulatory filings and first commercial sales in specified territories. The Company is also eligible to receive substantive potential milestone payments for the anti-GITR antibody program of up to an aggregate of approximately $21.5 million upon TGTX’s successful achievement of certain clinical development, regulatory and first commercial sale milestones. This is comprised of up to approximately $7.0 million upon TGTX’s successful completion of clinical development milestones, and up to approximately $14.5 million upon first commercial sales in specified territories. In addition, the Company is eligible to receive up to an aggregate of $60.0 million upon TGTX’s successful achievement of certain sales milestones based on aggregate net sales for both programs, in addition to royalty payments based on a tiered low double-digit percentage of net sales. The Company also receives an annual license maintenance fee, which is creditable against future milestone payments or royalties. TGTX also pays the Company for its out-of-pocket costs of material used by TGTX for their development activities. For the three months ended June 30, 2022 and 2021, the Company recognized approximately $16,000 and $100,000, respectively, in revenue related to the collaboration agreement in the Condensed Statements of Operations. For the six months ended June 30, 2022 and 2021, the Company recognized approximately $47,000 and $145,000, respectively, in revenue related to the collaboration agreement in the Condensed Statements of Operations. Adimab, LLC In October 2015, Fortress entered into a collaboration agreement with Adimab, LLC (“Adimab”) to discover and optimize antibodies using their proprietary core technology platform. Under this agreement, Adimab optimized cosibelimab (formerly referred to as CK-301), the Company’s anti-PD-L1 antibody which it originally licensed from Dana-Farber. In January 2019, Fortress transferred the rights to the optimized antibody to the Company, and Checkpoint entered into a collaboration agreement directly with Adimab on the same day. Under the terms of the agreement, Adimab is eligible to receive payments up to an aggregate of approximately $7.1 million upon the Company’s successful achievement of certain clinical development and regulatory milestones, of which $4.8 million are due upon various filings for regulatory approvals to commercialize the product. In addition, Adimab is eligible to receive royalty payments based on a tiered low single digit percentage of net sales. In December 2021 the Company expensed non-refundable milestone payments of $2.4 million upon the first patient dosed in a Phase 3 clinical study of its anti-PD-L1 antibody cosibelimab. The expense included the amount due for the first patient dosed in a Phase 2 clinical study of cosibelimab, which was payable upon the achievement of a later-stage clinical milestone without an earlier-stage clinical milestone having been previously achieved. NeuPharma, Inc. In March 2015, Fortress entered into an exclusive license agreement with NeuPharma, Inc. (“NeuPharma”) to develop and commercialize novel irreversible, 3rd generation EGFR inhibitors, including olafertinib (formerly CK-101), on a worldwide basis other than certain Asian countries. On the same date, Fortress assigned all of its right and interest in the EGFR inhibitors to the Company. Under the terms of the license agreement, the Company paid NeuPharma an up-front licensing fee of $1.0 million, and NeuPharma is eligible to receive payments of up to an aggregate of approximately $40.0 million upon the Company’s successful achievement of certain clinical development and regulatory milestones in up to three indications, of which $22.5 million are due upon various regulatory approvals to commercialize the products. In addition, NeuPharma is eligible to receive payments of up to an aggregate of $40.0 million upon the Company’s successful achievement of certain sales milestones based on aggregate net sales, in addition to royalty payments based on a tiered mid to high-single digit percentage of net sales. Jubilant Biosys Limited In May 2016, the Company entered into a license agreement with Jubilant Biosys Limited (“Jubilant”), whereby the Company obtained an exclusive, worldwide license to Jubilant’s family of patents covering compounds that inhibit BET proteins such as BRD4, including CK-103. Under the terms of the license agreement, the Company paid Jubilant an up-front licensing fee of $2.0 million, and Jubilant is eligible to receive payments up to an aggregate of approximately $89.0 million upon the Company’s successful achievement of certain clinical development and regulatory milestones, of which $59.5 million are due upon various regulatory approvals to commercialize the products. In addition, Jubilant is eligible to receive payments up to an aggregate of $89.0 million upon the Company’s successful achievement of certain sales milestones based on aggregate net sales, in addition to royalty payments based on a tiered low to mid-single digit percentage of net sales. In connection with the license agreement with Jubilant, the Company entered into a sublicense agreement with TGTX, a related party, to develop and commercialize the compounds licensed in the field of hematological malignancies, while the Company retains the right to develop and commercialize these compounds in the field of solid tumors. Under the terms of the sublicense agreement, TGTX paid the Company $1.0 million, representing an upfront licensing fee, and the Company is eligible to receive substantive potential milestone payments up to an aggregate of approximately $87.2 million upon TGTX’s successful achievement of clinical development and regulatory milestones. This is comprised of up to approximately $25.5 million upon TGTX’s successful completion of three clinical development milestones for two licensed products, and up to approximately $61.7 million upon the achievement of five regulatory approvals and first commercial sales in specified territories for two licensed products. In addition, the Company is eligible to receive potential milestone payments up to an aggregate of $89.0 million upon TGTX’s successful achievement of certain sales milestones based on aggregate net sales by TGTX, for two licensed products, in addition to royalty payments based on a mid-single digit percentage of net sales by TGTX. TGTX also pays the Company 50% of Investigational New Drug enabling costs and patent expenses. For the three months ended June 30, 2022 and 2021, the Company recognized approximately $2,000 and $55,000, respectively, in revenue related to the sublicense agreement in the Condensed Statements of Operations. For the six months ended June 30, 2022 and 2021, the Company recognized approximately $23,000 and $78,000, respectively, in revenue related to the sublicense agreement in the Condensed Statements of Operations. The collaborations with TGTX each contain single material performance obligations under Topic 606, which is the granting of a license that is functional intellectual property. The Company’s performance obligation was satisfied at the point in time when TGTX had the ability to use and benefit from the right to use the intellectual property. The performance obligations of the original agreements were satisfied prior to the adoption of Topic 606. The performance obligation of the amendment to the collaboration agreement was satisfied in June 2019. The milestone payments are based on successful achievement of clinical development, regulatory, and sales milestones. Because these payments are contingent on the occurrence of a future event, they represent variable consideration and are constrained and included in the transaction price only when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The sales-based royalty payments are recognized as revenue when the subsequent sales occur. The Company also receives variable consideration for certain research and development, out-of-pocket material costs, and patent maintenance related activities. These amounts are dependent upon the Company’s actual expenditures under the collaborations and are constrained and included in the transaction price only when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. As this revenue relates to an already satisfied performance obligation, it is recognized approximately when the amounts become due. For the six months ended June 30, 2022, the Company did not receive any milestone or royalty payments. |
Related Party Agreements
Related Party Agreements | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Agreements | |
Related Party Agreements | Note 4 – Related Party Agreements Founders Agreement and Management Services Agreement with Fortress Effective March 17, 2015, the Company entered into a Founders Agreement with Fortress, which was amended in July 2016 and October 2017. The Founders Agreement provides, that in exchange for the time and capital expended in the formation of Checkpoint and the identification of specific assets the acquisition of which resulted in the formation of a viable emerging growth life science company, the Company assumed $2.8 million in debt that Fortress accumulated under a promissory note through National Securities Corporation for expenses and costs of forming Checkpoint. Further, the Company shall: (i) issue annually to Fortress, on January 1 of each year, shares of common stock equal to two and one-half percent (2.5%) of the fully diluted outstanding equity of Checkpoint at the time of issuance; (ii) pay an equity fee in shares of common stock, payable within five (5) business days of the closing of any equity or debt financing for Checkpoint or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when Fortress no longer has majority voting control in Checkpoint’s voting equity, equal to two and one-half percent (2.5%) of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to four and one half percent (4.5%) of Checkpoint’s annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), Checkpoint will pay a one-time change in control fee equal to five times (5x) the product of (i) monthly net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%). The Founders Agreement has a term of fifteen years, after which it automatically renews for one-year periods unless Fortress gives the Company notice of termination. The Founders Agreement will also automatically terminate upon a change of control. Effective March 17, 2015, the Company entered into a Management Services Agreement (the “MSA”) with Fortress. Pursuant to the terms of the MSA, for a period of five (5) years, Fortress will render advisory and consulting services to the Company. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Checkpoint’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of the Company with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). The Company is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, the Company is not obligated to take or act upon any advice rendered from Fortress and Fortress shall not be liable for any of the Company’s actions or inactions based upon their advice. Fortress and its affiliates, including all members of its Board of Directors, have been contractually exempt from fiduciary duties to the Company relating to corporate opportunities. In consideration for the Services, the Company will pay Fortress an annual consulting fee of $0.5 million (the “Annual Consulting Fee”), payable in advance in equal quarterly installments on the first business day of each calendar quarter in each year, provided, however, that such Annual Consulting Fee shall be increased to $1.0 million for each calendar year in which the Company has net assets in excess of $100 million at the beginning of the calendar year. The MSA shall be automatically extended for additional five-year periods unless Fortress or the Company provides notice to the other party of its desire not to automatically extend the term. For the three months ended June 30, 2022 and 2021, the Company recognized $125,000, respectively, in expense on its Condensed Statements of Operations related to the MSA. For the six months ended June 30, 2022 and 2021, the Company recognized $250,000, respectively, in expense on its Condensed Statements of Operations related to the MSA. Caribe BioAdvisors, LLC In December 2016, the Company entered into an advisory agreement effective January 1, 2017 with Caribe BioAdvisors, LLC (“Caribe”), owned by Michael Weiss, to provide the advisory services of Mr. Weiss as Chairman of the Board. Pursuant to the agreement, Caribe will be paid an annual cash fee of $60,000, in addition to any and all annual equity incentive grants paid to members of the board. For the three months ended June 30, 2022 and 2021, the Company recognized approximately $28,000 in expense in its Condensed Statements of Operations related to the advisory agreement, including approximately $13,000 in expense related to annual equity incentive grants. For the six months ended June 30, 2022 and 2021, the Company recognized approximately $55,000, respectively, in expense in its Condensed Statements of Operations related to the advisory agreement, including approximately $25,000 in expense related to annual equity incentive grants. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies Leases The Company is not a party to any leases for office space or equipment. License Agreements The Company has undertaken to make contingent milestone payments to the licensors of its portfolio of product candidates. In addition, the Company would pay royalties to such licensors based on a percentage of net sales of each product candidate following regulatory marketing approval (See Note 3). Litigation The Company recognizes a liability for a contingency when it is probable that liability has been incurred and when the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, the Company accrues the most likely amount of such loss, and if such amount is not determinable, then the Company accrues the minimum of the range of probable loss. As of June 30, 2022, and December 31, 2021, there was no litigation against the Company. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 6 – Stockholders’ Equity Common Stock At the Company’s 2021 Annual Meeting of Stockholders held on June 9, 2021, its stockholders approved an amendment to its certificate of incorporation to increase the number of authorized shares of common stock available to issue by 40,000,000 to 135,000,000 with a par value of $0.0001 per share, of which 7,000,000 shares are designated as “Class A common stock.” The amendment was filed with the Secretary of State of the State of Delaware on June 10, 2021. As of June 30, 2022 and December 31, 2021, there were 7,000,000 shares of Class A common stock held by Fortress. The holders of common stock are entitled to one vote per share of common stock held. The Class A common stockholders are entitled to a number of votes per share equal to 1.1 times a fraction, the numerator of which is the sum of the shares of outstanding common stock and the denominator of which is the number of shares of Class A common stock. Accordingly, the holder of shares of Class A common stock will be able to control or significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. Each share of Class A common stock is convertible, at the option of the holder thereof, into one (1) fully paid and non-assessable share of common stock subject to adjustment for stock splits and combinations. In November 2020, the Company filed a shelf registration statement on Form S-3 (the “S-3”), which was declared effective in December 2020. Under the S-3, the Company may sell up to a total of $100 million of its securities. In connection with the S-3, the Company entered into an ATM with Cantor Fitzgerald & Co., Ladenburg Thalmann & Co. Inc. and H.C. Wainwright & Co., LLC (each an “Agent” and collectively, the “Agents”) relating to the sale of shares of common stock. Under the ATM, the Company pays the Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock. During the six months ended June 30, 2022, the Company sold a total of 4,305,644 shares of common stock under the ATM, at an average selling price of $2.07 per share, resulting in aggregate total gross proceeds of approximately $8.9 million and net proceeds of approximately $8.7 million after deducting approximately $0.2 million in commissions and other transaction costs. Pursuant to the Founders Agreement, the Company issued to Fortress 2.5% of the aggregate number of shares of common stock issued in the offering noted above. Accordingly, the Company issued 107,632 shares of common stock to Fortress and recorded expense of approximately $213,000 related to these stock grants, which is included in general and administrative expenses in the Company’s Condensed Statements of Operations for the six months ended June 30, 2022. Pursuant to the Founders Agreement, the Company issued 2,121,422 shares of common stock to Fortress for the Annual Equity Fee, representing 2.5% of the fully diluted outstanding equity of Checkpoint on January 1, 2022 (see Notes 2 and 4). As of June 30, 2022, approximately $45.7 million of securities remain available for sale under the S-3. The Company may offer the securities under the S-3 from time to time in response to market conditions or other circumstances if it believes such a plan of financing is in the best interests of its stockholders. Equity Incentive Plan The Company has in effect the Amended and Restated 2015 Incentive Plan (“2015 Incentive Plan”). The 2015 Incentive Plan was adopted in March 2015 by our stockholders. Under the 2015 Incentive Plan, the compensation committee of the Company’s board of directors is authorized to grant stock-based awards to directors, officers, employees and consultants. An amendment to the 2015 Incentive Plan was approved by stockholders in June 2020 to increase the shares available for issuance to 9,000,000 shares. The plan expires 10 years from the effective date of the amendment and limits the term of each option to no more than 10 years from the date of grant. As of June 30, 2022, 2,188,471 shares are available for issuance under the 2015 Incentive Plan. Restricted Stock Certain employees, directors and consultants have been awarded restricted stock. The restricted stock vesting consists of milestone and time-based vesting. The following table summarizes restricted stock award activity for the six months ended June 30, 2022: Weighted Average Number of Grant Date Fair Shares Value Non-vested at December 31, 2021 4,512,701 $ 3.35 Granted 1,529,214 2.04 Forfeited (84,000) 2.75 Vested (2,074,710) 3.68 Non-vested at June 30, 2022 3,883,205 $ 2.67 As of June 30, 2022, there was $4.2 million of total unrecognized compensation cost related to non-vested restricted stock, which is expected to be recognized over a weighted-average period of 2.1 years. This amount does not include, as of June 30, 2022, 513,334 shares of restricted stock outstanding which are performance-based and vest upon achievement of certain corporate milestones. The expense for time-based vesting awards is recognized over the vesting period of the award. Stock-based compensation for milestone awards will be measured and recorded if and when it is probable that the milestone will be achieved. Stock Options The following table summarizes stock option award activity for the six months ended June 30, 2022: Weighted Average Remaining Weighted Average Contractual Life Stock Options Exercise Price (in years) Outstanding as of December 31, 2021 270,000 $ 3.14 7.44 Granted 40,000 1.42 9.92 Outstanding as of June 30, 2022 310,000 $ 2.91 7.32 Vested and exercisable as of June 30, 2022 155,000 $ 2.31 7.39 Upon the exercise of stock options, the Company will issue new shares of its common stock. The Company used the Black-Scholes option pricing model for determining the estimated fair value of stock-based compensation related to stock options. The table below summarizes the assumptions used: For the Six Months Ended June 30, 2022 2021 Risk-free interest rate 1.30 % 1.04% - 1.50 % Expected dividend yield — — Expected term in years 10.0 10.0 Expected volatility 100.65 % 100.65% - 102.71 % Warrants A summary of warrant activities for the six months ended June 30, 2022 is presented below: Weighted Average Remaining Weighted Average Contractual Life Warrants Exercise Price (in years) Outstanding as of December 31, 2021 12,493 $ 0.00 3.83 Exercised — — Outstanding as of June 30, 2022 12,493 $ 0.00 3.33 Upon the exercise of warrants, the Company will issue new shares of its common stock. Stock-Based Compensation The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2022 and 2021 ($ in thousands): For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 Research and development $ 229 $ 158 $ 476 $ 319 General and administrative 500 608 1,028 1,221 Total stock-based compensation expense $ 729 $ 766 $ 1,504 $ 1,540 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | Note 7 - Accounts Payable and Accrued Expenses At June 30, 2022 and December 31, 2021, accounts payable and accrued expenses consisted of the following ($ in thousands): June 30, December 31, 2022 2021 Accounts payable $ 12,582 $ 16,139 Accrued compensation 591 843 Research and development 9,974 7,704 Other 349 233 Total accounts payable and accrued expenses $ 23,496 $ 24,919 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. They may not include all of the information and notes required by GAAP for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2021, which were included in the Company’s Form 10-K, and filed with the SEC on March 28, 2022. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Other Receivables - Related Party | Other Receivables - Related Party Other receivables consist of amounts due to the Company from TG Therapeutics, Inc. (“TGTX”), a related party, and are recorded at the invoiced amount. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, costs associated with regulatory filings, laboratory costs and other supplies. In accordance with Accounting Standards Codification (“ASC”) 730-10-25-1, Research and Development |
Annual Equity Fee | Annual Equity Fee Under the Founders Agreement with Checkpoint dated March 17, 2015, and amended and restated in July 2016 and October 2017 (the “Founders Agreement”), Fortress is entitled to an annual equity fee on January 1 of each year equal to 2.5% of fully diluted outstanding equity of the Company, payable in Checkpoint common shares (“Annual Equity Fee”). The Annual Equity Fee was part of the consideration payable for formation of the Company, identification of certain assets, including the license contributed to Checkpoint by Fortress (see Note 4). The Company records the Annual Equity Fee in connection with the Founders Agreement with Fortress as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. Due to the nature of the Company’s assets and stage of development, future share prices and shares outstanding cannot be estimated prior to the issuance of the Annual Equity Fee. Due to these uncertainties, the Company has concluded that it is unable to reasonably estimate the contingent consideration until shares are actually issued on January 1 of each year. Pursuant to the Founders Agreement, the Company issued 2,121,422 shares of common stock to Fortress for the Annual Equity Fee, representing 2.5% of the fully diluted outstanding equity of Checkpoint on January 1, 2022. Because the number of outstanding shares issuable to Fortress was determinable on January 1, 2022 prior to the issuance of the December 31, 2021 financial statements, the Company recorded approximately $6.6 million in research and development expense and a credit to Common shares issuable - Founders Agreement during the year ended December 31, 2021. |
Stock-Based Compensation Expenses | Stock-Based Compensation Expenses The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards and forfeiture rates. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the Condensed Statements of Operations based upon the underlying individual’s role at the Company. |
Fair Value Measurement | Fair Value Measurement The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable and accrued expenses. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company recognizes revenue under ASC 606, “ Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer. ● Step 2: Identify the performance obligations in the contract. ● Step 3: Determine the transaction price. ● Step 4: Allocate the transaction price to the performance obligations in the contract. ● Step 5: Recognize revenue when the company satisfies a performance obligation. In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: ● the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and ● the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● variable consideration; ● constraining estimates of variable consideration; ● the existence of a significant financing component in the contract; ● noncash consideration; and ● consideration payable to a customer. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Revenue for a sales-based or usage-based royalty promised in exchange for a license of intellectual property is recognized only when (or as) the later of the following events occurs: a. the subsequent sale or usage occurs; and b. the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied (or partially satisfied). Incremental contract costs are expensed when incurred when the amortization period of the asset that would have been recognized is one year or less; otherwise, incremental contract costs are recognized as an asset and amortized over time as services are provided to a customer. |
Income Taxes | Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not to be sustained upon audit, the Company recognizes the largest amount with a greater than 50% likelihood of being realized. The Company does not recognize any portion of the benefit for tax positions that are not more likely than not to be sustained upon audit. As of June 30, 2022 and December 31, 2021, the Company determined, based upon available evidence, that it is more likely than not that the net deferred tax asset will not be realized and, accordingly, has provided a full valuation allowance against its net deferred tax asset. |
Net Loss per Share | Net Loss per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share does not reflect the effect of shares of common stock to be issued upon the exercise of stock options and warrants, as their inclusion would be anti-dilutive. The following table summarizes potentially dilutive securities outstanding at June 30, 2022 and 2021 that were excluded from the computation of diluted net loss per share, as they would be anti-dilutive: June 30, 2022 2021 Warrants (Note 6) 12,493 13,191 Stock options (Note 6) 310,000 270,000 Unvested restricted stock (Note 6) 3,883,205 4,277,201 Total 4,205,698 4,560,392 |
Coronavirus Aid, Relief and Economic Security Act ("CARES Act") | Coronavirus Aid, Relief and Economic Security Act In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020. The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer’s social security payments, net operating loss utilization and carryback periods and modifications to the net interest deduction limitations. The CARES Act did not have a material impact on the Company’s income tax provision. The Company will continue to evaluate the impact of the CARES Act on its financial position, results of operations and cash flows. On December 27, 2020, the President of the United States signed the Consolidated Appropriations Act, 2021 (“Consolidated Appropriations Act”) into law. The Consolidated Appropriations Act is intended to enhance and expand certain provisions of the CARES Act, allows for the deductions of expenses related to the Payroll Protection Program funds received by companies, and provides an update to meals and entertainment expensing for 2021. The Consolidated Appropriations Act did not have a material impact to the Company’s income tax provision for 2021 and the Company does not believe it will have a material impact on its income tax provision for 2022. The Company will continue to evaluate the impact of the Consolidated Appropriations Act on its financial position, results of operations and cash flows. |
Significant Accounting Policies | Significant There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2021 Annual Report on Form 10-K. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements During the six-month period ended June 30, 2022, there were no new accounting pronouncements or updates to recently issued accounting pronouncements as disclosed in the Company’s Form 10-K for the year ended December 31, 2021 that affect the Company’s present or future results of operations, overall financial condition, liquidity or disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies | |
Schedule of potentially dilutive securities outstanding, that were excluded from the computation of diluted net loss per share, as they would be anti-dilutive | June 30, 2022 2021 Warrants (Note 6) 12,493 13,191 Stock options (Note 6) 310,000 270,000 Unvested restricted stock (Note 6) 3,883,205 4,277,201 Total 4,205,698 4,560,392 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity | |
Summary of restricted stock award activity | Weighted Average Number of Grant Date Fair Shares Value Non-vested at December 31, 2021 4,512,701 $ 3.35 Granted 1,529,214 2.04 Forfeited (84,000) 2.75 Vested (2,074,710) 3.68 Non-vested at June 30, 2022 3,883,205 $ 2.67 |
Summary of stock option award activity | The following table summarizes stock option award activity for the six months ended June 30, 2022: Weighted Average Remaining Weighted Average Contractual Life Stock Options Exercise Price (in years) Outstanding as of December 31, 2021 270,000 $ 3.14 7.44 Granted 40,000 1.42 9.92 Outstanding as of June 30, 2022 310,000 $ 2.91 7.32 Vested and exercisable as of June 30, 2022 155,000 $ 2.31 7.39 |
Summary of stock options assumptions used | For the Six Months Ended June 30, 2022 2021 Risk-free interest rate 1.30 % 1.04% - 1.50 % Expected dividend yield — — Expected term in years 10.0 10.0 Expected volatility 100.65 % 100.65% - 102.71 % |
Summary of warrant activities | A summary of warrant activities for the six months ended June 30, 2022 is presented below: Weighted Average Remaining Weighted Average Contractual Life Warrants Exercise Price (in years) Outstanding as of December 31, 2021 12,493 $ 0.00 3.83 Exercised — — Outstanding as of June 30, 2022 12,493 $ 0.00 3.33 |
Summary of stock-based compensation expense | The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2022 and 2021 ($ in thousands): For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 Research and development $ 229 $ 158 $ 476 $ 319 General and administrative 500 608 1,028 1,221 Total stock-based compensation expense $ 729 $ 766 $ 1,504 $ 1,540 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | At June 30, 2022 and December 31, 2021, accounts payable and accrued expenses consisted of the following ($ in thousands): June 30, December 31, 2022 2021 Accounts payable $ 12,582 $ 16,139 Accrued compensation 591 843 Research and development 9,974 7,704 Other 349 233 Total accounts payable and accrued expenses $ 23,496 $ 24,919 |
Organization and Description _2
Organization and Description of Business Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accumulated deficit | $ (230,852) | $ (199,862) |
Cash and cash equivalents | $ 30,887 | $ 54,735 |
At the Market Offering | ||
Number of shares sold | 4,305,644 | |
Average selling price per share | $ 2.07 | |
Aggregate total gross proceeds from shares sold | $ 8,900 | |
Net proceeds from shares sold | 8,700 | |
Commissions and other transaction costs | $ 200 |
Significant Accounting Polici_4
Significant Accounting Policies - Net Loss per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities that were excluded from the computation of diluted net loss per share, as they would be anti-dilutive | 4,205,698 | 4,560,392 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities that were excluded from the computation of diluted net loss per share, as they would be anti-dilutive | 12,493 | 13,191 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities that were excluded from the computation of diluted net loss per share, as they would be anti-dilutive | 310,000 | 270,000 |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities that were excluded from the computation of diluted net loss per share, as they would be anti-dilutive | 3,883,205 | 4,277,201 |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 17, 2015 | |
Percentage of annual equity fee | 2.50% | ||||
Fortress Biotech, Inc | |||||
Percentage of annual equity fee | 2.50% | 2.50% | |||
Number of common stock shares issued | 2,121,422 | 2,121,422 | 107,632 | ||
Research and development | |||||
Value of common stock shares issued | $ 6.6 |
License Agreements (Details)
License Agreements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Sep. 30, 2015 | May 11, 2015 | Jun. 30, 2019 | May 31, 2016 | Mar. 31, 2015 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
PD-L1 | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Non-Refundable Milestone Payment | $ 4,000,000 | |||||||||
Commercial Sales In Specified Territories | PD-L1 | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue recognition milestone payments | $ 21,500,000 | $ 21,500,000 | ||||||||
Neupharma | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Payment of upfront licensing fees | $ 1,000,000 | |||||||||
Neupharma | Additional Sales Milestone | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Maximum potential milestone payments | 40,000,000 | 40,000,000 | ||||||||
Neupharma | Clinical and Development Milestone | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Maximum potential milestone payments | 40,000,000 | 40,000,000 | ||||||||
Neupharma | Regulatory Approvals To Commercialize The Products | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Maximum potential milestone payments | 22,500,000 | 22,500,000 | ||||||||
Dana-Farber | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Number of shares of common stock granted | 136,830 | 500,000 | ||||||||
Ownership percentage | 5% | |||||||||
Cash in exchange for common shares | $ 10,000,000 | |||||||||
Maintenance fee | 50,000 | |||||||||
Value of common stock shares issued | $ 600,000 | $ 32,500 | ||||||||
Sale price per share | $ 0.065 | |||||||||
Dana-Farber | First Commercial Sale Milestone | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Maximum potential milestone payments | 21,500,000 | 21,500,000 | ||||||||
Dana-Farber | Additional Sales Milestone | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue recognition milestone payments | 60,000,000 | 60,000,000 | ||||||||
Jubilant Biosys Ltd | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Payment of upfront licensing fees | $ 2,000,000 | |||||||||
Revenue recognition milestone revenue recognized | $ 2,000 | $ 55,000 | $ 23,000 | $ 78,000 | ||||||
Proceeds from upfront fees | $ 1,000,000 | |||||||||
Research and development cost | 50% | 50% | ||||||||
Jubilant Biosys Ltd | Clinical and Development Milestone | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Maximum potential milestone payments | $ 89,000,000 | $ 89,000,000 | ||||||||
Jubilant Biosys Ltd | Regulatory Approvals To Commercialize The Products | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Maximum potential milestone payments | 59,500,000 | 59,500,000 | ||||||||
Jubilant Biosys Ltd | Five Regulatory Approvals And First Commercial Sales | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue recognition milestone payments | 61,700,000 | 61,700,000 | ||||||||
Jubilant Biosys Ltd | Sale Millstone | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue recognition milestone payments | 89,000,000 | 89,000,000 | ||||||||
Maximum potential milestone payments | 89,000,000 | 89,000,000 | ||||||||
Jubilant Biosys Ltd | Clinical Development and Regulatory Milestones | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue recognition milestone payments | 87,200,000 | 87,200,000 | ||||||||
Adimab LLC | Clinical and Development Milestone | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Maximum potential milestone payments | 7,100,000 | 7,100,000 | ||||||||
Adimab LLC | Regulatory Approvals To Commercialize The Products | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Maximum potential milestone payments | 4,800,000 | 4,800,000 | ||||||||
Collaboration Agreement With TGTX | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue recognition milestone revenue recognized | 16,000 | $ 100,000 | 47,000 | $ 145,000 | ||||||
Proceeds from upfront fees | $ 1,000,000 | $ 500,000 | ||||||||
Collaboration Agreement With TGTX | First Commercial Sale Milestone | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Maximum potential milestone payments | 14,500,000 | 14,500,000 | ||||||||
Collaboration Agreement With TGTX | First Commercial Sale Milestone | PD-L1 | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Maximum potential milestone payments | 27,600,000 | 27,600,000 | ||||||||
Collaboration Agreement With TGTX | Clinical and Development Milestone | PD-L1 | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue recognition milestone payments | 7,000,000 | 7,000,000 | ||||||||
Collaboration Agreement With TGTX | Commercial Sales In Specified Territories | PD-L1 | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue recognition milestone payments | 19,200,000 | 19,200,000 | ||||||||
Collaboration Agreement With TGTX | Clinical Development and Regulatory Milestones | PD-L1 | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue recognition milestone payments | 8,400,000 | 8,400,000 | ||||||||
Sublicense Agreement with TGTX | Clinical and Development Milestone | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue recognition milestone payments | $ 25,500,000 | $ 25,500,000 |
Related Party Agreements (Detai
Related Party Agreements (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 17, 2015 USD ($) item | Dec. 31, 2016 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Management Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Number of period | 5 years | |||||
Annual consulting fee | $ 500,000 | |||||
Increase in annual consulting fee | 1,000,000 | |||||
Excess in net assets value | 100,000,000 | |||||
Costs and expenses, related party | $ 125,000 | $ 125,000 | $ 250,000 | $ 250,000 | ||
Fortress Biotech, Inc | Founders Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Long term debt | $ 2,800,000 | |||||
Issuance of common stock, percentage of outstanding diluted equity | 2.50% | |||||
Number of business days | 5 days | |||||
Voting equity, percentage of equity or debt financing | 2.50% | |||||
Cash fee, percentage of annual net sales | 4.50% | |||||
Cash fees, maximum number of days | 90 days | |||||
Control fees, number of times | item | 5 | |||||
Control fees, monthly net sales | 12 months | |||||
Cash fee, percentage of monthly net sales | 4.50% | |||||
Agreement term | 15 years | |||||
Caribe Bioadvisors LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Costs and expenses, related party | $ 28,000 | $ 55,000 | ||||
Annual advisory service fee | $ 60,000 | |||||
Caribe Bioadvisors LLC | Equity Incentive Grants | ||||||
Related Party Transaction [Line Items] | ||||||
Costs and expenses, related party | $ 13,000 | $ 25,000 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) - Unvested restricted stock | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, Nonvested beginning balance | shares | 4,512,701 |
Number of shares, Granted | shares | 1,529,214 |
Number of Shares, Forfeited | shares | (84,000) |
Number of shares, Vested | shares | (2,074,710) |
Number of shares, Nonvested ending balance | shares | 3,883,205 |
Weighted Average Exercise Price, Nonvested beginning balance | $ / shares | $ 3.35 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.04 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 2.75 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 3.68 |
Weighted Average Exercise Price, Nonvested ending balance | $ / shares | $ 2.67 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - Options - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, Outstanding (beginning) | 270,000 | |
Stock options, Granted | 40,000 | |
Stock options, Outstanding (ending) | 310,000 | 270,000 |
Stock options, Vested and exercisable as of December 31, 2021 | 155,000 | |
Weighted Average Exercise Price, Outstanding (beginning) | $ 3.14 | |
Weighted Average Exercise Price, Granted | 1.42 | |
Weighted Average Exercise Price, Outstanding (ending) | 2.91 | $ 3.14 |
Weighted Average Exercise Price, Vested and exercisable as of December 31, 2021 | $ 2.31 | |
Weighted Average Remaining Contractual Life, Outstanding (in years) | 7 years 3 months 25 days | 7 years 5 months 8 days |
Weighted Average Remaining Contractual Life, Vested and exercisable (in years) | 7 years 4 months 20 days | |
Weighted Average Remaining Contractual Life, Granted (in years) | 0 years |
Stockholders' Equity - Option p
Stockholders' Equity - Option pricing model (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Stockholders' Equity | ||
Risk-free interest rate, Minimum | 1.04% | |
Risk-free interest rate | 1.30% | |
Risk-free interest rate, Maximum | 1.50% | |
Expected dividend yield | 0% | 0% |
Expected term in years | 10 years | 10 years |
Expected volatility, Minimum | 100.65% | |
Expected volatility | 100.65% | |
Expected volatility, Maximum | 102.71% |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted Average Remaining Contractual Life, outstanding (in years) | 0 years | |
Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Outstanding beginning balance | 12,493 | |
Warrants, Exercised | 0 | |
Warrants, Outstanding ending balance | 12,493 | 12,493 |
Weighted Average Exercise Price, Nonvested beginning balance | $ 0 | |
Weighted Average Exercise Price Exercised | 0 | |
Weighted Average Exercise Price, Nonvested ending balance | $ 0 | $ 0 |
Weighted Average Remaining Contractual Life, outstanding (in years) | 3 years 3 months 29 days | 3 years 9 months 29 days |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 729 | $ 766 | $ 1,504 | $ 1,540 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 229 | 158 | 476 | 319 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 500 | $ 608 | $ 1,028 | $ 1,221 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jan. 01, 2022 shares | Jan. 31, 2022 shares | Jun. 30, 2022 USD ($) Vote $ / shares shares | Jun. 30, 2021 USD ($) shares | Jun. 30, 2022 USD ($) Vote $ / shares shares | Jun. 30, 2021 USD ($) shares | Dec. 31, 2021 $ / shares shares | Jun. 09, 2021 $ / shares shares | Nov. 30, 2020 USD ($) | Jun. 30, 2020 shares | Mar. 17, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock, shares authorized | shares | 135,000,000 | 135,000,000 | 135,000,000 | 135,000,000 | |||||||
Common Stock, Increase in authorized shares (in shares) | shares | 40,000,000 | ||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares outstanding | shares | 84,905,751 | 84,905,751 | 77,574,405 | ||||||||
Shelf registration statement, maximum authorized securities | $ | $ 100,000,000 | ||||||||||
Percentage of annual equity fee | 2.50% | ||||||||||
Issuance of common shares, net of offering costs - At-the-market offering | $ | $ 642,000 | $ 10,824,000 | $ 8,687,000 | $ 34,717,000 | |||||||
Issuance of common shares - Founders Agreement | $ | 17,000 | $ 253,000 | 213,000 | $ 887,000 | |||||||
Shelf registration statement remaining authorized securities | $ | 45,700,000 | 45,700,000 | |||||||||
Non-vested Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Total unrecognized compensation cost related to non-vested | $ | $ 4,200,000 | $ 4,200,000 | |||||||||
Weighted average period (in years) | 2 years 1 month 6 days | ||||||||||
Performance Shares | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted stock outstanding non-vested | shares | 513,334 | 513,334 | |||||||||
2015 Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares available for issuance Authorized | shares | 9,000,000 | ||||||||||
Plans expires (in years) | 10 years | ||||||||||
Shares are available for issuance | shares | 2,188,471 | 2,188,471 | |||||||||
At the Market Offering | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares sold | shares | 4,305,644 | ||||||||||
Sale price per share | $ / shares | $ 2.07 | $ 2.07 | |||||||||
Aggregate total gross proceeds from shares sold | $ | $ 8,900,000 | ||||||||||
Net proceeds from the offering | $ | $ 8,700,000 | ||||||||||
Stock issued during period shares common shares for at the market offering | shares | 4,305,644 | ||||||||||
Stock issued during period value common shares for at the market offering gross | $ | $ 8,900,000 | ||||||||||
Issuance of common shares, net of offering costs - At-the-market offering | $ | 8,700,000 | ||||||||||
Commissions and other transaction costs | $ | $ 200,000 | ||||||||||
Fortress Biotech, Inc | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares sold | shares | 2,121,422 | 2,121,422 | 107,632 | ||||||||
Percentage of annual equity fee | 2.50% | 2.50% | 2.50% | ||||||||
Issuance of common shares - Founders Agreement | $ | $ 213,000 | ||||||||||
Agent | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Commission rate | 3% | 3% | |||||||||
Common Shares | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock issued during period shares common shares for at the market offering | shares | 563,705 | 3,374,674 | 4,305,644 | 10,399,983 | |||||||
Issuance of common shares, net of offering costs - At-the-market offering | $ | $ 1,000 | $ 2,000 | |||||||||
Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock, shares authorized | shares | 7,000,000 | ||||||||||
Common stock, shares outstanding | shares | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||
Number of votes per share | Vote | 1 | 1 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Expenses | ||
Accounts payable | $ 12,582 | $ 16,139 |
Accrued compensation | 591 | 843 |
Research and development | 9,974 | 7,704 |
Other | 349 | 233 |
Total accounts payable and accrued expenses | $ 23,496 | $ 24,919 |