Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Document Type | 10-Q | |
Entity Registrant Name | NRX Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001719406 | |
Entity Filer Category | Non-accelerated Filer | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38302 | |
Entity Tax Identification Number | 82-2844431 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | DE | |
Entity Address, Address Line One | 1201 Orange Street | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Wilmington | |
Entity Address, Postal Zip Code | 19801 | |
City Area Code | 484 | |
Local Phone Number | 254-6134 | |
Entity Common Stock, Shares Outstanding | 66,641,314 | |
Common Stock | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | NRXP | |
Security Exchange Name | NASDAQ | |
Common stock warrant [Member] | ||
Title of 12(b) Security | Warrants to purchase one share of Common Stock | |
Trading Symbol | NRXPW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 40,202 | $ 27,605 |
Prepaid expenses and other current assets | 3,382 | 5,109 |
Total current assets | 43,584 | 32,714 |
Other assets | 17 | 15 |
Total assets | 43,601 | 32,729 |
Current liabilities: | ||
Accounts payable | 4,311 | 3,687 |
Accrued and other current liabilities | 4,001 | 2,375 |
Accrued clinical site costs | 466 | 469 |
Earnout Cash liability | 2,479 | 4,582 |
Warrant liabilities | 135 | 292 |
Note payable and accrued interest | 520 | 518 |
Total liabilities | 11,912 | 11,923 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | ||
Common stock, $0.001 par value, 500,000,000 shares authorized; 66,641,314 and 58,810,550 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 67 | 59 |
Additional paid-in capital | 228,313 | 203,990 |
Accumulated deficit | (196,691) | (183,243) |
Total stockholders' equity | 31,689 | 20,806 |
Total liabilities and stockholders' equity | $ 43,601 | $ 32,729 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 66,641,314 | 58,810,550 |
Common stock, shares outstanding | 66,641,314 | 58,510,550 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 5,483 | $ 2,909 |
General and administrative | 10,222 | 2,101 |
Settlement expense | 21,366 | |
Reimbursement of expenses from Relief Therapeutics | (771) | |
Total operating expenses | 15,705 | 25,605 |
Loss from operations | (15,705) | (25,605) |
Other (income) expenses: | ||
Gain on extinguishment of debt | (121) | |
Interest expense | 3 | 5 |
Change in fair value of warrant liability | (157) | |
Change in fair value of Earnout Cash liability | (2,103) | |
Total other (income) expenses | (2,257) | (116) |
Net loss | $ (13,448) | $ (25,489) |
Net loss per share: | ||
Basic | $ (0.21) | $ (0.71) |
Diluted | $ (0.20) | $ (0.71) |
Weighted average common shares outstanding: | ||
Basic | 63,667,468 | 35,658,216 |
Diluted | 63,667,468 | 35,658,216 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2020 | $ 43 | $ 46,366 | $ (90,180) | $ (43,771) |
Beginning balance (in shares) at Dec. 31, 2020 | 42,973,462 | |||
Common stock issued | 6,927 | 6,927 | ||
Common stock issued (in shares) | 333,121 | |||
Proceeds from issuance of common stock for exercise of warrant | $ 1 | 7,499 | 7,500 | |
Proceeds from issuance of common stock for exercise of warrant (in shares) | 1,496,216 | |||
Reclassification of settlement liability upon issuance of warrant | 60,852 | 60,852 | ||
Stock-based compensation | 372 | 372 | ||
Net loss | (25,489) | (25,489) | ||
Ending balance at Mar. 31, 2021 | $ 44 | 122,016 | (115,669) | 6,391 |
Ending balance (in shares) at Mar. 31, 2021 | 44,802,799 | |||
Beginning balance at Dec. 31, 2021 | $ 59 | 203,990 | (183,243) | 20,806 |
Beginning balance (in shares) at Dec. 31, 2021 | 58,810,550 | |||
Common stock and warrants issued in private placement, net of issuance costs | $ 8 | 22,972 | $ 22,980 | |
Common stock and warrants issued in private placement, net of issuance costs (in shares) | 7,824,727 | 7,824,727 | ||
Common stock issued for consulting services | 17 | $ 17 | ||
Common stock issued for consulting services (in shares) | 6,037 | |||
Stock-based compensation | 1,334 | 1,334 | ||
Net loss | (13,448) | (13,448) | ||
Ending balance at Mar. 31, 2022 | $ 67 | $ 228,313 | $ (196,691) | $ 31,689 |
Ending balance (in shares) at Mar. 31, 2022 | 66,641,314 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |
Common stock and warrants issued in private placement, issuance costs | $ 2,020 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (13,448) | $ (25,489) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 1 | |
Stock-based compensation | 1,334 | 372 |
Gain on extinguishment of debt | (121) | |
Change in fair value of warrant liabilities | (157) | |
Change in fair value of earnout cash liability | (2,103) | |
Non-cash interest expense | 2 | 5 |
Non-cash settlement expense | 21,366 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 831 | |
Prepaid expenses and other assets | 1,727 | (50) |
Accounts payable | 624 | 1,229 |
Accrued expenses and other liabilities | 1,640 | (1,158) |
Net cash used in operating activities | (10,380) | (3,015) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of computer equipment | (3) | |
Net cash used in investing activities | (3) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock, net of transaction costs | 6,927 | |
Proceeds from issuance of common stock for exercise of warrant | 7,500 | |
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs | 22,980 | |
Net cash provided by financing activities | 22,980 | 14,427 |
Net increase in cash | 12,597 | 11,412 |
Cash at beginning of period | 27,605 | 1,859 |
Cash at end of period | 40,202 | 13,271 |
Non-cash investing and financing activities | ||
Reclassification of settlement liability upon issuance of warrant | 60,852 | |
Issuance of common stock warrants as offering costs | 726 | |
Extinguishment of Paycheck Protection Program Loan | $ 121 | |
Issuance of common stock for settlement of accrued liability | $ 17 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2022 | |
Organization | |
Organization | 1. Organization The Business On May 24, 2021 (“Effective Time”), we consummated the business combination (“Merger”) contemplated by the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated December 13, 2020, by and among our company (formerly known as Big Rock Partners Acquisition Corp. (“BRPA”)), NeuroRx, Inc., a Delaware corporation (“NeuroRx”), and Big Rock Merger Corp., a Delaware corporation and wholly-owned, direct subsidiary of BRPA (“Merger Sub”), pursuant to which Merger Sub was merged with and into NeuroRx, with NeuroRx surviving the Merger. As a result of the Merger, and upon consummation of the Merger and other transactions contemplated by the Merger Agreement, NeuroRx became a wholly-owned, direct subsidiary of BRPA. Upon the closing of the Merger, we changed our name to NRX Pharmaceuticals, Inc., with the stockholders of NeuroRx becoming stockholders of NRX Pharmaceuticals, Inc. Unless the context suggests otherwise, references to “NRx Pharmaceuticals,” “NeuroRx”, “NRXP,” “we,” or the “Company” refer to NRX Pharmaceuticals, Inc. and, where appropriate, its subsidiaries. The Company is a clinical-stage pharmaceutical company that develops novel therapeutics for the treatment of central nervous system disorders and the treatment and prevention of life-threatening pulmonary diseases through its wholly-owned operating subsidiary, NeuroRx. The Company's foundation product, NRX-101 (d-Cylcoserine/Lurasidone), for the treatment of suicidal bipolar depression, has been awarded Fast Track designation, Breakthrough Therapy designation, a Special Protocol Agreement, and a Biomarker Letter of Support by the U.S. Food and Drug Administration (the “FDA”). NRX-101 is covered by multiple U.S. and foreign patents, including a Composition of Matter patent (U.S. Patent No. 10,583,138) that was transferred to NRx Pharmaceuticals by Glytech, LLC. The Company’s product for the treatment of acute respiratory distress in Critical COVID-19 patients, ZYESAMI ® |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2022 | |
Liquidity | |
Liquidity | 2. Liquidity As of March 31, 2022, the Company had $40.2 million in cash. Since inception, the Company has experienced net losses and negative cash flows from operations each fiscal year. The Company has no revenues and expects to continue to incur operating losses for the foreseeable future, and may never become profitable. The Company is dependent on its ability to continue to raise equity and/or debt financing to continue operations. On August 23, 2021, the Company completed a private placement and issued 2,727,273 shares of common stock and preferred investment options to purchase up to an aggregate of 2,727,273 shares of common stock. The purchase price for one share of common stock and one preferred investment option was $11.00. The preferred investment options have an exercise price of $12.00. The net proceeds to the Company from the Private Placement were approximately $27.4 million. On February 2, 2022, the Company completed a private placement and issued 7,824,727 shares of common stock and preferred investment options to purchase up to an aggregate of 7,824,727 shares of common stock. The purchase price for one share of common stock and one preferred investment option was $3.195. The preferred investment options have an exercise price of $3.07 per share. The net proceeds to the Company were approximately $23.0 million. The Company believes that it currently has sufficient funds and, if necessary, the ability to reduce expenditures, to support operations through at least the next twelve months from the date the condensed consolidated financial statements are issued. The Company cannot make any assurances that additional financing will be available to it and, if available, on acceptable terms or at all. This could negatively impact the Company’s business and operations and could also lead to the reduction of the Company’s operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of 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”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information. Accordingly, they do not include all of the information and footnotes 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 presentation of the balance sheet, statements of operations and cash flows for the interim periods presented. 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. The Merger was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, BRPA is treated as the “acquired” company and NeuroRx is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of NeuroRx issuing stock for the net assets of BRPA, accompanied by a recapitalization. The net assets of BRPA are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated results of operations prior to the Reverse Recapitalization are those of NeuroRx. The shares and corresponding capital amounts and losses per share, prior to the Merger, have been retroactively restated based on shares reflecting the exchange ratio established in the Merger. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to the Earnout Cash liability, valuation of common and preferred stock, stock options, warrants, and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Certain Risks and Uncertainties The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements. Fair Value of Financial Instruments ASC 820, Fair Value Measurements 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 classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: 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 values 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. (Refer to Note 11) Concentration of Credit Risk and Off-Balance Sheet Risk Cash is the only financial instrument that is potentially subject to concentrations of credit risk. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company has no financial instruments with off-balance sheet risk of loss. Research and Development Costs The Company’s research and development expenses consist primarily of costs associated with the Company’s clinical trials, salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals involved in ongoing research and development efforts. 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. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and 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 consolidated statements of operations based upon the underlying individual’s role at the Company. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Placement Warrants was estimated using a Black Scholes valuation approach (see Notes 9 and 11). Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share excludes, when applicable, the potential impact of stock options, common stock warrant shares, and other dilutive instruments because their effect would be anti-dilutive in the periods in which the Company incurs a net loss. The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock for the periods in which a net loss is presented because their effect would have been anti-dilutive. Three Months Ended March 31, 2022 2021 Stock options 2,906,948 489,255 Common stock warrants 17,521,753 1,200,307 Earnout Shares 22,209,280 — Earnout Shares from exercised Substitute Options and Substitute Warrants 1,229,925 — Since the closing of the Merger, of the 516,025 shares of common stock issued for the exercise of stock options, 185,472 shares of common stock are contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied. There are 1,044,453 shares of common stock issued pursuant to the GEM warrants which are contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date. For the three-months ended March 31, 2022, there were no new accounting pronouncements or updates to recently issued accounting pronouncements disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, that management believes materially affect the Company’s present or future results of operations, overall financial condition, liquidity or disclosures. |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization | |
Reverse Recapitalization | 4. Reverse Recapitalization As discussed in Note 1, on May 24, 2021 (the “Closing Date”), BRPA and Merger Sub closed the Merger with NeuroRx, as a result of which NeuroRx became a wholly-owned subsidiary of BRPA. While BRPA was the legal acquirer of NeuroRx in the Merger, for accounting purposes, the Merger is treated as a Reverse Recapitalization whereby NeuroRx is deemed to be the accounting acquirer and the historical financial statements of NeuroRx became the historical financial statements of BRPA (renamed NRX Pharmaceuticals, Inc.) upon the closing of the Merger. Under this method of accounting, BRPA is treated as the “acquired” company and NeuroRx is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of NeuroRx issuing stock for the net assets of BRPA, accompanied by a recapitalization. The net assets of BRPA were stated at historical cost, with no goodwill or other intangible assets recorded. Pursuant to the Merger Agreement, the aggregate consideration payable to stockholders of NeuroRx at the Closing Date consists of 50,000,000 shares (“Closing Consideration”) of BRPA common stock (“Common Stock”). At the effective time of the Merger (the “Effective Time”) each share of NeuroRx common stock and each share of the NeuroRx convertible preferred stock that was convertible into a share of NeuroRx common stock at a one-to-one ratio pursuant to the NeuroRx certificate of incorporation, was converted into Common Stock equal to 3.16 (the “Exchange Ratio”). Each option and warrant of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into an option or warrant to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share, in each case, pursuant to the terms of the Merger Agreement (the “Substitute Options” and the “Substitute Warrants,” respectively), based on an exchange ratio of 4.96:1 (the “Option Exchange Ratio”), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the original instrument. In addition, the securityholders of NeuroRx (including option holders and warrant holders) who own NeuroRx securities immediately prior to the Effective Time received the contingent right to receive the Earnout Shares and Earnout Cash (each as defined below). At the Effective Time, each outstanding share of NeuroRx common stock, including shares of NeuroRx common stock resulting from the conversion of outstanding shares of NeuroRx preferred stock (as calculated pursuant to the NeuroRx certificate of incorporation), immediately prior to the Effective Time, was converted into the right to receive a pro rata portion of the Closing Consideration and the contingent right to receive a pro rata portion of the Earnout Shares and Earnout Cash. Pursuant to the terms of the Merger Agreement, NeuroRx’s securityholders (including option holders and warrant holders) who owned NeuroRx securities immediately prior to the Effective Time have the contingent right to receive their pro rata portion of (i) an aggregate of 25,000,000 shares of Common Stock (“Earnout Shares”), of which 935,608 and 1,920,492 are subject to the terms and conditions of the Substitute Options and Substitute Warrants, if, prior to December 31, 2022, the NRX COVID-19 Drug (as defined in the Merger Agreement) receives emergency use authorization by the FDA and NeuroRx submits and the FDA files for review a new drug application for the NRX COVID-19 Drug (the occurrence of the foregoing, the “Earnout Shares Milestone”), and (ii) an aggregate of $100.0 million in cash (“Earnout Cash”) upon the earlier to occur of (x) FDA approval of the NRX COVID-19 Drug and the listing of the NRX COVID-19 Drug in the FDA’s “Orange Book” and (y) FDA approval of the NeuroRx Antidepressant Drug Regimen (i.e., NRX-100/101) and the listing of the NeuroRx Antidepressant Drug Regimen (i.e., NRX-100/101) in the FDA’s “Orange Book,” in each case prior to December 31, 2022 (the occurrence of either of clauses (x) or (y), the “Earnout Cash Milestone”). If the Earnout Shares Milestone is achieved, the Earnout Shares will be issued within five (5) Business Days after the occurrence of the Earnout Shares Milestone. If the Earnout Cash Milestone is achieved, the Merger Agreement does not require the Earnout Cash to be delivered to NeuroRx securityholders within any specified period of time, and the board of directors of NRx Pharmaceuticals will use its good faith judgment to determine the date to pay the Earnout Cash. The Earnout Cash Milestone was recognized as a contingent liability and measured at an estimated fair value at the Closing Date and will be remeasured at estimated fair value at each period end thereafter until earned or December 31, 2022 (see Note 11). The Earnout Shares Milestone was recognized in equity. The benefit of the contingent right to receive Earnout Shares and Earnout Cash for option and warrant holders occurs through the Option Exchange Ratio and therefore the amount of Earnout Shares and Earnout Cash for common stockholders is approximately 22,209,280 shares and $88.8 million. In the event that either the Earnout Shares Milestone or the Earnout Cash Milestone does not occur prior to December 31, 2022, each Substitute Option and Substitute Warrant will be adjusted such that the number of shares of Common Stock subject to each adjusted Substitute Option or Substitute Warrant, the exercise price per share of each adjusted Substitute Option or Substitute Warrant and the aggregate intrinsic value of each adjusted Substitute Option or Substitute Warrant will equal the respective number of shares, exercise price per share and aggregate intrinsic value that would have resulted following the adjustment of the applicable underlying option or warrant had the conversion of the legacy NeuroRx option and warrants into the Substitute Options or Substitute Warrants been applied using the Exchange Ratio (3.16:1). If neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurs, each Substitute Option and Substitute Warrant will be adjusted based on the Exchange Ratio. If any Substitute Options or Substitute Warrants are exercised prior to the earlier of (i) the date that both the Earnout Shares Milestone and Earnout Cash Milestone occur and (ii) December 31, 2022, a sufficient number of shares of Common Stock will be held in escrow pending the applicable adjustment to such Substitute Options or Substitute Warrants. Following the determination of that adjustment, NRx Pharmaceuticals will retain any shares forfeited by the option or warrant holder in connection with the adjustment and return any remaining shares to the option or warrant holder. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at the dates indicated (in thousands): March 31, 2022 December 31, 2021 Prepaid expenses and other current assets: (Unaudited) Prepaid insurance $ 2,071 $ 3,224 Prepaid manufacturing expenses 617 1,028 Prepaid clinical development expenses 538 512 Other prepaid expenses 156 345 Total prepaid expenses and other current assets $ 3,382 $ 5,109 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Accrued and Other Current Liabilities | |
Accrued and Other Current Liabilities | 6. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following at the dates indicated (in thousands): March 31, 2022 December 31, 2021 (Unaudited) Accrued and other current liabilities: Professional services $ 1,054 $ 743 Accrued research and development expenses 757 1,055 Accrued employee expenses 137 456 Other accrued expenses 2,053 121 Total accrued and other current liabilities $ 4,001 $ 2,375 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable. | |
Notes Payable | 7. Notes Payable Relief Therapeutics Loan On April 6, 2020, the Company entered into a loan agreement (the “Relief Therapeutics Loan”) with Relief Therapeutics Holding S.A. (“Relief Therapeutics”) in the amount of $0.5 million. The Relief Therapeutics Loan matured on April 6, 2022 and bears interest at 2% per annum payable in arrears. The Relief Therapeutics Loan was paid in full on April 6, 2022. Paycheck Protection Program Loan On April 28, 2020, the Company received $0.1 million in loan funding from the Paycheck Protection Program (the “PPP Loan”), established pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The unsecured PPP Loan accrued interest on the outstanding principal at the rate of 1% per annum. The Company received full forgiveness of all outstanding principal and accrued and unpaid interest on the PPP Loan as of February 11, 2021. The forgiveness of the PPP Loan qualified for debt extinguishment in accordance with ASC 470-50, Debt Modifications and Extinguishment The following table summarizes the Company's outstanding notes payable as of the respective periods (in thousands). March 31, 2022 December 31, 2021 (Unaudited) Relief Therapeutics loan $ 500 500 Carrying value of note payable 500 500 Accrued interest 20 18 Note payable and accrued interest, current $ 520 $ 518 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies Operating Lease The Company leases office space on a month-to-month basis. The rent expense for the three months ended March 31, 2022 and 2021 was $0.1 million and $0.1 million, respectively. Sponsored Research Agreement with National Jewish Health On February 8, 2021, the Company entered into a Sponsored Research Agreement (“Research Agreement”) with National Jewish Health (“NJ Health”), a Colorado not-for-profit institution. Under the terms of the Research Agreement, the Company agreed to sponsor a research study at NJ Health relating to the impact of the Company’s' Aviptadil on propagation of SARS-CoV-2 in alveolar type II cells in vitro (the “Study”). In return for performance of the Study under the Research Agreement, the Company has committed to pay NJ Health approximately $0.4 million. As of March 31, 2022, the Company has paid NJ Health $0.3 million of the total committed amount. ZYESAMI Manufacturing, Production, Supply and Distribution Agreements On August 25, 2020, the Company and Nephron Pharmaceuticals Corporation (“Nephron”) signed an agreement for the manufacturing of finished pharmaceutical product of Aviptadil intravenous formulation and the development of an inhaled (nebulizer) formulation of Aviptadil. The Company has agreed to purchase products from Nephron for a fixed price. On September 29, 2020, the Company and Cardinal Health signed an exclusive distribution agreement, as well as a third-party logistics agreement on October 1, 2020. Cardinal Health will manage warehousing, distribution, and invoicing for the potential sale of Aviptadil in the U.S. and Puerto Rico. On October 9, 2020, the Company signed an agreement with PolyPeptide Group, North America for the supply of Good Manufacturing Practice Grade Active Pharmaceutical Ingredient (“API”) Aviptadil. This gives NRx Pharmaceuticals a significant reduction in the cost of procuring API. The Company has agreed to purchase a total of $5.3 million worth of product and services, of which $2.4 million has not been paid for as of March 31, 2022. Relief Therapeutics Collaboration Agreement On September 18, 2020, the Company entered into a collaboration agreement (the “Collaboration Agreement”) with Relief Therapeutics for the clinical development and, if approved, the sale of Aviptadil. The Collaboration Agreement provides for funding by Relief Therapeutics of certain clinical trials, formulation and manufacturing of Aviptadil, as well as establishing specified sales territories for each party and share of the profits in those territories for “Product” as defined in the Collaboration Agreement. Relief Therapeutics reimbursed the Company $10.9 million but has subsequently declined to reimburse the Company for additional costs of research and development. The Company advised Relief Therapeutics that the Company is funding those costs with other capital. On October 6, 2021, Relief Therapeutics filed a lawsuit against the Company and its former CEO claiming that the Company failed to honor its obligations under the Collaboration Agreement. Relief Therapeutics’ complaint seeks several remedies, including damages for alleged breaches of the terms of the Collaboration Agreement. The Company believes the lawsuit is baseless and without merit. On January 10, 2022, the Company filed a complaint in New York State Court, claiming Relief Therapeutics breached and repudiated the Collaboration Agreement. The Company’s complaint seeks damages of at least $185.0 million. The parties to the lawsuit have agreed to engage in mediation in an effort to amicably resolve the litigation. If the mediation does not resolve the dispute, the Company intends to defend itself vigorously and to prosecute its claims against Relief Therapeutics. Legal Proceedings From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. Share Subscription Facility Agreement - GEM In 2019, NeuroRx entered into a share subscription facility agreement (the “GEM Agreement”) with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, referred to as “GEM”) with a three-year term. Subject to the successful listing of the shares of NeuroRx on an exchange (any nationally recognized stock exchange or exchange platform in the world on which the Company will list its shares), GEM granted NeuroRx an option to require GEM to subscribe for shares from the Company for up to an aggregate value of approximately $95.6 million. The agreement also included certain provisions which would not meet the U.S. requirements to issue registered shares. If NeuroRx were listed or completed a private transaction resulting in a change of control of the Company, NeuroRx would be required to issue GEM a warrant and pay a commitment fee of $1.9 million. Absent a listing of NeuroRx shares or a private transaction with a change of control during the three-year term, NeuroRx would have no obligations under the GEM Agreement. The reverse merger contemplated by the Merger Agreement did not result in a listing of NeuroRx shares or a change in control. In November 2020, GEM introduced NeuroRx to BRPA. To resolve uncertainties around the application of the GEM Agreement post-Merger, NeuroRx and GEM agreed in March 2021 to issue warrants to GEM and for the parties to use their good faith efforts to amend the GEM Agreement to meet U.S. requirements to issue registered shares. The warrants are not conditional upon any further events or completion of the merger. The warrants were issued March 28, 2021, for 3,329,812 shares of NeuroRx common stock at an exercise price of $3.19 per share (the “GEM Warrants”) and the parties agreed that GEM would immediately exercise a portion of the warrants for the purchase of 1,496,216 shares (“Initial Exercised Shares”) for $7.5 million. The GEM Warrants are valid for a period of three years from the date of the consummation of the reverse merger transaction contemplated by the Merger Agreement, which was May 24, 2021. This contingent liability at December 31, 2020, represented an obligation that resulted in the issuance of certain equity at a discounted per share price. As the amount was deemed probable and estimable at December 31, 2020, NeuroRx recorded a liability of $39.5 million to reflect the fair value of the GEM Warrants. On March 28, 2021, NeuroRx recorded additional settlement liability of $21.4 million to reflect the change in the fair value of the Company’s common stock. On March 28, 2021, NeuroRx reclassed the settlement liability to equity upon the issuance of the GEM Warrants. On July 27, 2021, GEM exercised the remaining GEM Warrants for the purchase of 1,833,596 shares (adjusted for the Merger, discussed in Note 9) for gross proceeds to the Company of $9.2 million and the GEM Warrants were extinguished. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity | |
Equity | 9. Equity Common Stock Upon closing of the Merger, pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company authorized 500,000,000 shares of common stock with a par value $0.001. As discussed in Note 4, we have retroactively adjusted the shares issued and outstanding prior to May 24, 2021 to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. The Company sold 7,824,727 shares of common stock during the three months ended March 31, 2022, generating net proceeds of $23.0 million. The Company sold 1,829,337 shares of common stock during the three months ended March 31, 2021, and received gross proceeds of $14.4 million. Preferred Stock Upon closing of the Merger, pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company authorized 50,000,000 shares of preferred stock with a par value $0.001. The Company has no shares of preferred stock outstanding. Common Stock Warrants Substitute Warrants In connection with the Merger, each warrant of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into the Substitute Warrants, based on the Option Exchange Ratio (of 4.96), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former warrant. Each Substitute Warrant will be exercisable for a number of whole shares of Common Stock equal to the product of the number of shares of NeuroRx common stock underlying such NeuroRx warrant multiplied by the Option Exchange Ratio, and the per share exercise price of such Substitute Warrant will be equal to the quotient determined by dividing the exercise price per share of NeuroRx common stock by the Option Exchange Ratio. As discussed in Note 4, this ratio incorporates the achievement of the Earnout Shares Milestone and Earnout Cash Milestone. The incremental shares above the Exchange Ratio (of 3.16) upon exercise would be held back pending the outcome of the contingencies and only released if such are achieved. The percentage of total shares of Common Stock subject to each Substitute Warrant that is vested immediately following the Effective Time will equal the percentage of total shares of NeuroRx common stock subject to each NeuroRx warrant that is vested immediately prior to the Effective Time. In the event that either the Earnout Shares Milestone or the Earnout Cash Milestone does not occur prior to December 31, 2022, each Substitute Warrant will be adjusted such that the number of shares of Common Stock subject to each adjusted Substitute Warrant, the exercise price per share of each adjusted Substitute Warrant and the aggregate intrinsic value of each adjusted Substitute Warrant will equal the respective number of shares, exercise price per share and aggregate intrinsic value that would have resulted following the adjustment of the applicable underlying Substitute Warrant had the conversion of NeuroRx warrants into the Substitute Warrants been applied using the Exchange Ratio (3.16:1) as adjusted accordingly to reflect the impact of the respective milestone not being met. If neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurs, each Substitute Warrant will be adjusted based on the Exchange Ratio. If any Substitute Warrants are exercised prior to the earlier of (i) the date that both the Earnout Shares Milestone and Earnout Cash Milestone occur and (ii) December 31, 2022, a sufficient number of shares of Common Stock will be held back pending the applicable adjustment to such Substitute Warrants. Following the determination of that adjustment, NRx Pharmaceuticals will retain any shares forfeited by the warrant holder in connection with the adjustment and return any remaining shares to the warrant holder. Upon the closing of the Merger, the outstanding and unexercised NeuroRx warrants became warrants to purchase an aggregate 4,909,066 shares of the Company’s common stock with an average exercise price of $2.45 per share. The Company accounted for the Substitute Warrants as a modification of the existing warrants. Incremental fair value, measured as the excess, if any, of the fair value of the modified warrants over the fair value of the original warrants immediately before its terms are modified, is measured based on the fair value of the underlying shares and other pertinent factors at the modification date. The fair value of the original NeuroRx warrants and Substitute Warrants was determined using the Black-Scholes option-pricing model with the following assumptions for each: Original Warrants Substitute Warrants Strike price $7.58-$15.84 $1.53-$3.19 Volatility rate 80.0% 80.0% Risk-free rate 0.03%-0.32% 0.03%-0.32% Expected term 0.57-4.42 0.57-4.42 Dividend yield — — With respect to warrants held by certain members of our Board of Directors, the Substitute Warrants were determined to be within the scope of ASC 718 and were fully vested at the Effective Date. Further, the Substitute Warrants were determined to contain both service-based and performance-based vesting conditions (i.e., the achievement of the Earnout Cash Milestone and/or Earnout Shares Milestone). The Company determined it was not probable that the Earnout Cash Milestone or Earnout Shares Milestone would be met on the Effective Date and at March 31, 2022. Accordingly, the Company will only recognize incremental compensation cost related to the portion of the Substitute Warrants subject to service-based vesting conditions only. The Company will reevaluate the probability of the Earnout Cash Milestone and/or Earnout Shares Milestone being met and recognize any unamortized incremental compensation cost accordingly in the period during which it becomes probable the milestones will be met. The Company recognized incremental compensation in the second quarter of 2021 on the modification date totaling $2.3 million which was recognized in general and administrative in the Consolidated Statement of Operations. Unamortized compensation costs related to performance-based vesting conditions of the Substitute Warrants as of the modification date was $23.8 million. In the event the Earnout Shares Milestone and Earnout Cash Milestones are met, the Company will recognize an additional deemed dividend of $24.4 million and $3.1 million, respectively, if and when such conditions are met. Assumed Public Warrants Prior to the Merger, the Company had 3,450,000 Public Warrants outstanding. Each Public Warrant entitles the holder to purchase one The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last sale price of the Company’s common stock equals or exceeds $21.00 per share for any 20 trading days within a 30 -trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. Certain of the above conditions have not been met to redeem the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. During the three months ended March 31, 2022, no Public Warrants were exercised. Assumed Placement Warrants Prior to the Merger, the Company had outstanding 136,250 Placement Warrants. The Placement Warrants are identical to the Public Warrants except that the Placement Warrants (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Company classifies the Placement Warrants as derivative liabilities in its Unaudited Condensed Consolidated Balance Sheet as of March 31, 2022. The Company measures the fair value of the warrants at the end of each reporting period and recognizes changes in the fair value from the prior period in the Company’s operating results for the current period. The Company recognized a gain on the change in fair value of the Placement Warrants for the three months ended March 31, 2022 of $0.2 million. Refer to Note 11 for discussion of fair value measurement of the warrant liabilities. The following table provides the activity for all warrants for the respective periods. Weighted Average Weighted Aggregate Remaining Average Intrinsic Value Total Warrants Term (in years) Exercise Price (in thousands) Outstanding as of December 31, 2021 9,305,790 3.62 $ 9.09 $ 4,942 Issued 8,215,963 5.50 3.11 — Outstanding as of March 31, 2022 17,521,753 4.29 $ 6.29 $ 15 Preferred Investment Options (included in above warrants table) On February 2, 2022, the Company completed a private placement and issued 7,824,727 shares of common stock and Preferred Investment Options to purchase up to an aggregate of 7,824,727 shares of common stock. The Preferred Investment Options have an exercise price of $3.07 per share and may be exercised any time on or after August 2, 2022. The form of the Preferred Investment Option is a warrant. The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at February 2, 2022, the date of issuance (i.e., share price of $2.94, exercise price of $3.07, term of five years beginning August 2, 2022, volatility of 82.8%, risk-free rate of 1.60%, and expected dividend rate of 0%). The grant date fair value of these Preferred Investment Options was estimated to be $15.5 million on February 2, 2022 and is reflected within additional paid-in capital as of March 31, 2022. In addition, on February 2, 2022, the Company issued fully vested Preferred Investment Options to the placement agent with an exercise price of $3.99. As these Preferred Investment Options were issued for services provided in facilitating the private placement, the Company recorded the fair value of such Preferred Investment Options as a cost of capital on the issuance date. The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at February 2, 2022, the date of issuance (i.e., share price of $2.94, exercise price of $3.99, term of five years beginning August 2, 2022, volatility of 82.8%, risk-free rate of 1.60%, and expected dividend rate of 0%). |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 10. Stock-Based Compensation 2016 Omnibus Incentive Plan Prior to the Merger, NeuroRx maintained its 2016 Omnibus Incentive Plan (the “2016 Plan”), under which NeuroRx granted incentive stock options, restricted stock awards, other stock-based awards, or other cash-based awards to employees, directors, and non-employee consultants. The maximum aggregate shares of common stock that were subject to awards and issuable under the 2016 Plan was 3,472,000. In connection with the Merger, each option of NeuroRx that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BRPA and converted into an option to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share (the “Substitute Options”), based on the Option Exchange Ratio (of 4.96), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former option. Each Substitute Option will be exercisable for a number of whole shares of Common Stock equal to the product of the number of shares of NeuroRx common stock underlying such NeuroRx option multiplied by the Option Exchange Ratio, and the per share exercise price of such Substitute Option will be equal to the quotient determined by dividing the exercise price per share of NeuroRx common stock by the Option Exchange Ratio. As discussed in Note 4, this ratio incorporates the achievement of the Earnout Shares Milestone and Earnout Cash Milestone. The incremental shares above the Exchange Ratio (of 3.16) upon exercise would be held back pending the outcome of the contingencies and only released if such are achieved. The percentage of total shares of Common Stock subject to each Substitute Option that is vested immediately following the Effective Time will equal the percentage of total shares of NeuroRx common stock subject to each NeuroRx option that is vested immediately prior to the Effective Time. In the event that either the Earnout Shares Milestone or the Earnout Cash Milestone does not occur prior to December 31, 2022, each Substitute Option will be adjusted such that the number of shares of Common Stock subject to each adjusted Substitute Option, the exercise price per share of each adjusted Substitute Option and the aggregate intrinsic value of each adjusted Substitute Option will equal the respective number of shares, exercise price per share and aggregate intrinsic value that would have resulted following the adjustment of the applicable underlying Substitute Option had the conversion of NeuroRx options into the Substitute Options been applied using the Exchange Ratio as adjusted accordingly to reflect the impact of the respective milestone not being met. If neither the Earnout Shares Milestone nor the Earnout Cash Milestone occurs, each Substitute Option will be adjusted based on the Exchange Ratio. As stated in the Merger Agreement, if any Substitute Options are exercised prior to the earlier of (i) the date that both the Earnout Shares Milestone and Earnout Cash Milestone occur and (ii) December 31, 2022, a sufficient number of shares of Common Stock will be held back pending the applicable adjustment to such Substitute Options. Following the determination of that adjustment, NRx Pharmaceuticals will retain any shares forfeited by the option holder in connection with the adjustment and return any remaining shares to the option holder. Upon the closing of the Merger, the outstanding and unexercised NeuroRx stock options became options to purchase an aggregate 2,895,423 shares of the Company’s Common Stock at an average exercise price of $5.10 per share. The Company accounted for the Substitute Options as a modification of the existing options. Incremental compensation costs, measured as the excess, if any, of the fair value of the modified options over the fair value of the original options immediately before its terms are modified, is measured based on the fair value of the underlying shares and other pertinent factors at the modification date. The fair value of the original NeuroRx options and Substitute Options was determined using the Black-Scholes option-pricing model with the following assumptions for each: Original Options Substitute Options Strike price $1.00-$72.30 $0.20-$14.58 Volatility rate 80.0% 80.0% Risk-free rate 0.07%-0.79% 0.07%-0.79% Expected term 0.18-5.99 0.18-5.99 Dividend yield — — The Substitute Options contain both service-based and performance-based vesting conditions (i.e., the achievement of the Earnout Cash Milestone and/or Earnout Shares Milestone). The Company determined it was not probable that the Earnout Cash Milestone or Earnout Shares Milestone would be met on the Effective Date and at March 31, 2022. Accordingly, the Company will only recognize incremental compensation cost related to the portion of the Substitute Options subject to service-based vesting conditions only. The Company will reevaluate the probability of the Earnout Cash Milestone and/or Earnout Shares Milestone being met and recognize any unamortized incremental compensation cost accordingly in the period during which it becomes probable the milestones will be met. For unvested Substitute Options, the Company will recognize incremental compensation over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date, taking into consideration the probability of the achievement of the Earnout Cash Milestone and/or Earnout Shares Milestone. Incremental compensation costs related to unvested Substitute Options as of the modification date was $25.9 million. 2021 Omnibus Incentive Plan At the Effective Time, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”). As of March 31, 2022, 6,049,178 shares of Common Stock are authorized for issuance pursuant to awards under the 2021 Plan. As of January 1, 2022, 676,129 shares were added to the 2021 Plan under an evergreen feature that automatically increases the reserve with additional shares of Common Stock for future issuance under the Incentive Plan each calendar year, beginning January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 1% of the shares of Common Stock outstanding on the final day of the immediately preceding calendar year or (B) a smaller number of shares determined by the Board. Option Awards The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company is a public company and has limited company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the limited company-specific historical volatility and implied volatility as well as historical volatility of a publicly traded set of peer companies. The expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Additionally, certain options granted contain terms that require all unvested options to immediately vest a) upon the approval of a New Drug Application (NDA) by the FDA for NRX-101, or b) immediately preceding a change in control of the Company, whichever occurs first. The grant date fair value of employee and non-employee stock option awards is determined using the Black Scholes option-pricing model. The following assumptions were used during the following periods: March 31, 2022 December 31, 2021 (Unaudited) Exercise price $2.61-$3.10 $6.44-$23.41 Risk-free rate of interest 1.80%-2.56% 0.69%-1.45% Expected term (years) 5.5-6.5 5.25-6.5 Expected stock price volatility 82.8% 80.0%-85.9% Dividend yield — — The following table summarizes the Company’s employee and non-employee stock option activity under the Plan for the following periods: Weighted Aggregate Weighted average intrinsic Number of average remaining value shares exercise price term (years) (in thousands) Outstanding as of December 31, 2021 2,400,315 $ 6.28 7.8 $ 4,224 Granted 552,000 3.00 10.0 — Forfeited (45,367) (14.05) — — Outstanding as of March 31, 2022 2,906,948 $ 5.54 8.0 $ 1,006 Options vested and exercisable as of March 31, 2022 1,131,708 $ 3.09 6.2 $ 969 The weighted average grant date fair value per share for employee stock and non-employee option grants during the three months ended March 31, 2022 was $2.27. The weighted average grant date fair value per share for employee stock and non-employee option grants during the three months ended March 31, 2021 was $10.00. At March 31, 2022, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted, including unrecognized compensation costs related to Substitute Options of $25.9 million, was $30.4 million, of which the Company expects to recognize $5.9 million over a weighted-average period of approximately 1.87 years. The following table summarizes the Company’s recognition of stock-based compensation for the following periods (in thousands): Three months ended March 31, 2022 2021 Stock-based compensation expense General and administrative $ 1,116 $ 344 Research and development 218 28 Total stock-based compensation expense $ 1,334 $ 372 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 11. Fair Value Measurements Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended March 31, 2022 and the year ended December 31, 2021. The carrying amount of accounts payable approximated fair value as they are short term in nature. The fair value of warrants issued for settlement and services are estimated based on the Black-Scholes model during the three months ended March 31, 2022 and the year ended December 31, 2021. The carrying value of notes payable approximated the estimated fair values due to their recent issuances. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities and Earnout Cash contingent consideration represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): March 31 December 31 Description Level 2022 2021 (Unaudited) Liabilities: Warrant liabilities (Note 10) 3 $ 135 $ 292 Earnout Cash liability (Note 4) 3 $ 2,479 $ 4,582 Warrant liabilities The Company utilizes a Black-Scholes model approach to value the Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The significant unobservable inputs used in the Black-Scholes model to measure the warrant liability that are categorized within Level 3 of the fair value hierarchy are as follows: March 31, 2022 Stock price on valuation date $ 2.45 Exercise price per share $ 11.50 Expected life 4.15 Volatility 94.9% Risk-free rate 2.43% Dividend yield 0.00% Fair value of warrants $ 0.99 A reconciliation of warrant liabilities is included below (in thousands): March 31, 2022 Balance as of December 31, 2021 $ 292 Gain upon re-measurement (157) Balance as of March 31, 2022 $ 135 Earnout Cash liability The fair value of the Earnout Cash liability has been estimated using probability-weighted discounted cash flow models (DCFs) with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The most significant inputs include whether (a) if the Company files an NDA, that the FDA approves the Company’s NDA for ZYESAMI and/or NRX-101, (b) if such approval is granted, whether such approval will be received on or before December 31, 2022, and (c) if such approval is granted, whether ZYESAMI and/or NRX-101 will be listed in the FDA’s Orange Book on or before December 31, 2022. The DCFs incorporate Level 3 inputs including estimated discount rates that the Company believes market participants would consider relevant in pricing and the projected timing and amount of cash flows, which are estimated and developed, considering the uncertainties associated with the obligations. A reconciliation of the Earnout Cash liability is included below (in thousands): March 31, 2022 Balance as of December 31, 2021 $ 4,582 Gain upon re-measurement (2,103) Balance as of March 31, 2022 $ 2,479 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company recorded no provision or benefit for income tax expense for the three months ended March 31, 2022 and 2021, respectively. For all periods presented, the pretax losses incurred by the Company received no corresponding tax benefit because the Company concluded that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets. The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future. The Company has no open tax audits with any taxing authority as of March 31, 2022. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 13. Related Party Transactions The Company licenses patents that are owned by Glytech, LLC (“Glytech”), pursuant to a license agreement (the “Glytech Agreement”). Glytech is owned by a co-founder and former Director of the Company. The Glytech Agreement requires that the Company pay Glytech for ongoing scientific support and also reimburse Glytech for expenses of obtaining and maintaining patents that are licensed to NRx Pharmaceuticals. During the three months ended March 31, 2022, the Company paid a co-founder $0.1 million for continuing technology support services and reimbursed expenses. These support services are ongoing. The Fourth Amendment to the Glytech Agreement, effective as of December 31, 2020, includes an equity value-triggered transfer of Excluded Technology from Glytech to NRx Pharmaceuticals. The Excluded Technology is defined in the Glytech Agreement as any technology, and any know-how related thereto, covered in the licensed patents that do not recite either D-cycloserine or lurasidone individually or jointly. This definition would cover pharmaceutical formulations, including some that NRx Pharmaceuticals considers “pipeline” or “future product” opportunities, that contain a combination of pharmaceutical components different from those contained in NRX-100 and NRX-101. The Excluded Technology will transfer to the Company for no additional consideration if aggregate the value of NRx Pharmaceuticals equity held by Glytech exceeds $50.0 million on any date prior to August 6, 2022, based on the average daily value of the equity held by Glytech during a period of 20 consecutive days prior to such date. The Company believes the criteria have been met pending the registration of Glytech shares. The Chief Scientist of the Company, Dr. Jonathan Javitt, is a major shareholder in the Company and a member of the Board of Directors. Therefore, his services are deemed to be a related party transaction. He served the Company on a full-time basis as CEO under an employment agreement with the Company until March 8, 2022 and currently serves under a Consulting Agreement with the Company as Chief Scientist thereafter and received compensation of $0.4 million and $0.1 million during the three months ended March 31, 2022 and 2021, respectively. These services are ongoing. Zachary Javitt is the son of Dr. Jonathan Javitt. Zachary Javitt provides services related to website, IT, and marketing support under the supervision of the Company’s Interim CEO and the Company’s Senior Director of Global Communications, who are responsible for assuring that the services are provided on financial terms that are at market. The Company paid this family member a total of $0.1 million during the three months ended March 31, 2022. These services are ongoing. In addition, the Company pays PillTracker for digital health product development required to track the use of Aviptadil in clinical trials. FDA guidance recommends such solutions. Zachary Javitt and Jonathan Javitt are the chief executive officer and board chairman, respectively, of PillTracker. PillTracker agreements and transactions are submitted to the General Counsel of the Company and the Chair of the Audit Committee for approval in accordance with the terms of the Company’s Related Person Transactions Policy. On July 26, 2021, the Company and PillTracker entered into a statement of work (“SOW”) under the Master Service Agreement dated April 1, 2020 (“MSA”). Under this SOW, PillTracker provides support for the inhaled ZYESAMI Phase 2/3 clinical trials by monitoring SP02 and Heart Rate in patients in a sub-study of the AVICOVID-2 clinical trial in the U.S. to determine the physiological effects of ZYESAMI vs. a placebo. PillTracker’s responsibilities include set-up, patient monitoring, and the provision of tablets and other necessary hardware. The total cost under the SOW is $0.2 million. The work under this SOW has been suspended by mutual agreement pending the Company’s review of its inhaled trial. On November 15, 2021, NRx Pharmaceuticals and Pill Tracker entered into a Supplemental Task Order (“STO”) amending SOW No. 1, under the MSA. The additional work under the STO focuses on study preparation and custom, software interface buildout of a connected medication adherence and patient-monitoring platform to support participants of the AVICOVID-2 clinical trial of inhaled ZYESAMI in the U.S., and future studies of ZYESAMI with compatible protocol designs. The expected cost of the STO is $0.4 million. The STO has been suspended by mutual agreement pending the Company’s review of its inhaled trial. NRx Pharmaceuticals paid PillTracker $0.2 million and $0.1 million during the three months ended March 31, 2022 and 2021, respectively. Included in accounts payable were less than $0.1 million and $0.1 million due to the above related parties as of March 31, 2022 and December 31, 2021, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of 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”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information. Accordingly, they do not include all of the information and footnotes 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 presentation of the balance sheet, statements of operations and cash flows for the interim periods presented. 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. The Merger was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, BRPA is treated as the “acquired” company and NeuroRx is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of NeuroRx issuing stock for the net assets of BRPA, accompanied by a recapitalization. The net assets of BRPA are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated results of operations prior to the Reverse Recapitalization are those of NeuroRx. The shares and corresponding capital amounts and losses per share, prior to the Merger, have been retroactively restated based on shares reflecting the exchange ratio established in the Merger. |
Use of Estimates | Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to the Earnout Cash liability, valuation of common and preferred stock, stock options, warrants, and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Certain Risks and Uncertainties | Certain Risks and Uncertainties The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurements 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 classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: 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 values 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. (Refer to Note 11) |
Concentration of Credit Risk and Off-Balance Sheet Risk | Concentration of Credit Risk and Off-Balance Sheet Risk Cash is the only financial instrument that is potentially subject to concentrations of credit risk. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company has no financial instruments with off-balance sheet risk of loss. |
Research and Development Costs | Research and Development Costs The Company’s research and development expenses consist primarily of costs associated with the Company’s clinical trials, salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals involved in ongoing research and development efforts. 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. |
Stock-Based Compensation | Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and 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 consolidated statements of operations based upon the underlying individual’s role at the Company. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Placement Warrants was estimated using a Black Scholes valuation approach (see Notes 9 and 11). |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes |
Loss Per Share | Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share excludes, when applicable, the potential impact of stock options, common stock warrant shares, and other dilutive instruments because their effect would be anti-dilutive in the periods in which the Company incurs a net loss. The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock for the periods in which a net loss is presented because their effect would have been anti-dilutive. Three Months Ended March 31, 2022 2021 Stock options 2,906,948 489,255 Common stock warrants 17,521,753 1,200,307 Earnout Shares 22,209,280 — Earnout Shares from exercised Substitute Options and Substitute Warrants 1,229,925 — Since the closing of the Merger, of the 516,025 shares of common stock issued for the exercise of stock options, 185,472 shares of common stock are contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied. There are 1,044,453 shares of common stock issued pursuant to the GEM warrants which are contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied. |
Recent Accounting Pronouncements | Since the closing of the Merger, of the 516,025 shares of common stock issued for the exercise of stock options, 185,472 shares of common stock are contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied. There are 1,044,453 shares of common stock issued pursuant to the GEM warrants which are contingently issuable Earnout Shares and are excluded from the weighted average shares outstanding for computing EPS until the contingent conditions are satisfied. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of Outstanding Shares of Common Stock Equivalents Excluded From Diluted Net Loss Per Share | Three Months Ended March 31, 2022 2021 Stock options 2,906,948 489,255 Common stock warrants 17,521,753 1,200,307 Earnout Shares 22,209,280 — Earnout Shares from exercised Substitute Options and Substitute Warrants 1,229,925 — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | March 31, 2022 December 31, 2021 Prepaid expenses and other current assets: (Unaudited) Prepaid insurance $ 2,071 $ 3,224 Prepaid manufacturing expenses 617 1,028 Prepaid clinical development expenses 538 512 Other prepaid expenses 156 345 Total prepaid expenses and other current assets $ 3,382 $ 5,109 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued and Other Current Liabilities | |
Schedule of accrued and other current liabilities | March 31, 2022 December 31, 2021 (Unaudited) Accrued and other current liabilities: Professional services $ 1,054 $ 743 Accrued research and development expenses 757 1,055 Accrued employee expenses 137 456 Other accrued expenses 2,053 121 Total accrued and other current liabilities $ 4,001 $ 2,375 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable. | |
Summary of Outstanding Notes Payable | March 31, 2022 December 31, 2021 (Unaudited) Relief Therapeutics loan $ 500 500 Carrying value of note payable 500 500 Accrued interest 20 18 Note payable and accrued interest, current $ 520 $ 518 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Class of Stock [Line Items] | |
Summary of activity for warrants | Weighted Average Weighted Aggregate Remaining Average Intrinsic Value Total Warrants Term (in years) Exercise Price (in thousands) Outstanding as of December 31, 2021 9,305,790 3.62 $ 9.09 $ 4,942 Issued 8,215,963 5.50 3.11 — Outstanding as of March 31, 2022 17,521,753 4.29 $ 6.29 $ 15 |
Substitute Warrants | |
Class of Stock [Line Items] | |
Schedule of Assumptions | Original Warrants Substitute Warrants Strike price $7.58-$15.84 $1.53-$3.19 Volatility rate 80.0% 80.0% Risk-free rate 0.03%-0.32% 0.03%-0.32% Expected term 0.57-4.42 0.57-4.42 Dividend yield — — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of fair value determined using the Black-Scholes option-pricing model | March 31, 2022 December 31, 2021 (Unaudited) Exercise price $2.61-$3.10 $6.44-$23.41 Risk-free rate of interest 1.80%-2.56% 0.69%-1.45% Expected term (years) 5.5-6.5 5.25-6.5 Expected stock price volatility 82.8% 80.0%-85.9% Dividend yield — — |
Schedule of share-based compensation arrangements by share-based payment award | The following table summarizes the Company’s employee and non-employee stock option activity under the Plan for the following periods: Weighted Aggregate Weighted average intrinsic Number of average remaining value shares exercise price term (years) (in thousands) Outstanding as of December 31, 2021 2,400,315 $ 6.28 7.8 $ 4,224 Granted 552,000 3.00 10.0 — Forfeited (45,367) (14.05) — — Outstanding as of March 31, 2022 2,906,948 $ 5.54 8.0 $ 1,006 Options vested and exercisable as of March 31, 2022 1,131,708 $ 3.09 6.2 $ 969 |
Summary of recognition of stock-based compensation | The following table summarizes the Company’s recognition of stock-based compensation for the following periods (in thousands): Three months ended March 31, 2022 2021 Stock-based compensation expense General and administrative $ 1,116 $ 344 Research and development 218 28 Total stock-based compensation expense $ 1,334 $ 372 |
Substitute Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of fair value determined using the Black-Scholes option-pricing model | Original Options Substitute Options Strike price $1.00-$72.30 $0.20-$14.58 Volatility rate 80.0% 80.0% Risk-free rate 0.07%-0.79% 0.07%-0.79% Expected term 0.18-5.99 0.18-5.99 Dividend yield — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of fair value hierarchy | March 31 December 31 Description Level 2022 2021 (Unaudited) Liabilities: Warrant liabilities (Note 10) 3 $ 135 $ 292 Earnout Cash liability (Note 4) 3 $ 2,479 $ 4,582 |
Schedule of significant unobservable inputs | The significant unobservable inputs used in the Black-Scholes model to measure the warrant liability that are categorized within Level 3 of the fair value hierarchy are as follows: March 31, 2022 Stock price on valuation date $ 2.45 Exercise price per share $ 11.50 Expected life 4.15 Volatility 94.9% Risk-free rate 2.43% Dividend yield 0.00% Fair value of warrants $ 0.99 |
Common stock warrant [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of reconciliation of liabilities | A reconciliation of warrant liabilities is included below (in thousands): March 31, 2022 Balance as of December 31, 2021 $ 292 Gain upon re-measurement (157) Balance as of March 31, 2022 $ 135 |
Earnout Cash liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of reconciliation of liabilities | A reconciliation of the Earnout Cash liability is included below (in thousands): March 31, 2022 Balance as of December 31, 2021 $ 4,582 Gain upon re-measurement (2,103) Balance as of March 31, 2022 $ 2,479 |
Liquidity (Details)
Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 02, 2022 | Aug. 23, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Liquidity [Line Items] | ||||
Cash | $ 40,202 | $ 27,605 | ||
Common stock and warrants issued in private placement, net of issuance costs (in shares) | 7,824,727 | |||
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs | $ 22,980 | |||
Preferred Investment Options | ||||
Schedule of Liquidity [Line Items] | ||||
Common stock and warrants issued in private placement, net of issuance costs (in shares) | 7,824,727 | 2,727,273 | ||
Price per unit | $ 2.94 | $ 11 | ||
Strike price | $ 3.07 | $ 12 | ||
Proceeds from issuance of common stock and warrants issued in private placement, net of issuance costs | $ 23,000 | $ 27,400 | ||
Preferred Investment Option And Common Stock Unit [Member] | ||||
Schedule of Liquidity [Line Items] | ||||
Price per unit | $ 3.195 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | 10 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from computation of diluted net loss per share | 2,906,948 | 489,255 | |
Stock Options [Member] | Merger agreement | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock issued (in shares) | 516,025 | ||
Stock Options [Member] | Merger agreement | GEM Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from computation of diluted net loss per share | 1,044,453 | ||
Common stock warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from computation of diluted net loss per share | 17,521,753 | 1,200,307 | |
Earnout Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from computation of diluted net loss per share | 22,209,280 | ||
Earnout Shares | Merger agreement | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from computation of diluted net loss per share | 185,472 | ||
Earnout Shares from exercised Substitute Options and Substitute Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from computation of diluted net loss per share | 1,229,925 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) $ in Millions | May 24, 2021USD ($)shares | May 23, 2021 | Mar. 31, 2022USD ($)shares |
Business Acquisition [Line Items] | |||
Earnout shares for common stockholders | 22,209,280 | ||
Earnout cash for common stockholders | $ | $ 88.8 | ||
Substitute Warrants | |||
Business Acquisition [Line Items] | |||
Closing Consideration (in shares) | 1,920,492 | ||
Substitute Options | |||
Business Acquisition [Line Items] | |||
Closing Consideration (in shares) | 935,608 | ||
Merger agreement | |||
Business Acquisition [Line Items] | |||
Closing Consideration (in shares) | 50,000,000 | ||
Exchange Ratio | 3.16 | 4.96 | |
Contingent Consideration | $ | $ 100 | ||
Number of business days for issue of Earnout shares | 5 days | ||
Merger agreement | Earnout Shares | |||
Business Acquisition [Line Items] | |||
Closing Consideration (in shares) | 25,000,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets | ||
Prepaid insurance | $ 2,071 | $ 3,224 |
Prepaid manufacturing expenses | 617 | 1,028 |
Prepaid clinical development expenses | 538 | 512 |
Other prepaid expenses | 156 | 345 |
Total prepaid expenses and other current assets | $ 3,382 | $ 5,109 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued and other current liabilities: | ||
Professional services | $ 1,054 | $ 743 |
Accrued research and development expenses | 757 | 1,055 |
Accrued employee expenses | 137 | 456 |
Other accrued expenses | 2,053 | 121 |
Total accrued and other current liabilities | $ 4,001 | $ 2,375 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | Apr. 28, 2020 | Apr. 06, 2020 | Mar. 31, 2021 |
Gain on extinguishment of debt | $ 121 | ||
Relief Therapeutics loan [Member] | |||
Related party loan | $ 500 | ||
Interest rate | 2.00% | ||
Debt Instrument, Maturity Date | Apr. 6, 2022 | ||
Pay Check Protection Program [Member] | |||
Interest rate | 1.00% | ||
Loan funding | $ 100 | ||
Gain on extinguishment of debt | 100 | ||
Pay Check Protection Program [Member] | Loan principal forgiveness | |||
Outstanding principal and accrued and unpaid interest written off | 100 | ||
Pay Check Protection Program [Member] | Unpaid interest forgiveness | |||
Outstanding principal and accrued and unpaid interest written off | $ 100 |
Notes Payable - Summary of outs
Notes Payable - Summary of outstanding notes payable (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Carrying value of note payable | $ 500 | $ 500 |
Accrued interest | 20 | 18 |
Note payable and accrued interest, current | 520 | 518 |
Relief Therapeutics loan [Member] | ||
Carrying value of note payable | $ 500 | $ 500 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Lease (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies | ||
Rent expense | $ 0.1 | $ 0.1 |
Commitments and Contingencies_2
Commitments and Contingencies - Sponsored Research Agreement with National Jewish Health (Details) - Sponsored Research Agreement [Member] - USD ($) $ in Millions | Mar. 31, 2022 | Feb. 08, 2021 |
Related Party Transaction [Line Items] | ||
Research commitments | $ 0.4 | |
Research commitments paid | $ 0.3 |
Commitments and Contingencies_3
Commitments and Contingencies - ZYESAMI Agreements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 09, 2020 |
Related Party Transaction [Line Items] | |||
Accounts payable | $ 4,311 | $ 3,687 | |
ZYESAMI Agreements | |||
Related Party Transaction [Line Items] | |||
Accounts payable | $ 2,400 | ||
ZYESAMI Agreements | Polypeptide Group | |||
Related Party Transaction [Line Items] | |||
Purchase commitments | $ 5,300 |
Commitments and Contingencies_4
Commitments and Contingencies - Relief Therapeutics Collaboration Agreement (Details) - Relief Therapeutics Collaboration Agreement [Member] - USD ($) $ in Millions | Jan. 10, 2022 | Mar. 31, 2022 |
Related Party Transaction [Line Items] | ||
Reimbursements for expenses | $ 10.9 | |
Pending Litigation | ||
Related Party Transaction [Line Items] | ||
Litigation damages sought by Company | $ 185 |
Commitments and Contingencies_5
Commitments and Contingencies - GEM Share Subscription Facility Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 27, 2021 | Mar. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Additional settlement liability | $ 21,366 | ||||
Proceeds from issuance of common stock for exercise of warrant | $ 7,500 | ||||
GEM Share Subscription Facility Agreement | |||||
Related Party Transaction [Line Items] | |||||
Share Subscription Agreement Term | 3 years | ||||
Share subscription value | $ 95,600 | ||||
Commitment fee | $ 1,900 | ||||
Accrued Settlement Expense | $ 39,500 | ||||
Additional settlement liability | $ 21,400 | ||||
GEM Share Subscription Facility Agreement | GEM Warrant [Member] | |||||
Related Party Transaction [Line Items] | |||||
Warrant issued | 3,329,812 | ||||
Exercise price of warrant | $ 3.19 | ||||
Warrants to purchase shares | 1,496,216 | ||||
Warrants to purchase shares, amount | $ 7,500 | ||||
Expiration term of warrants | 3 years | ||||
Number of shares issued upon exercise of warrants | 1,833,596 | ||||
Proceeds from issuance of common stock for exercise of warrant | $ 9,200 |
Equity - Common and Preferred S
Equity - Common and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Equity | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Shares of common stock sold | 7,824,727 | ||
Proceeds from sale of common stock | $ 22,980 | ||
Shares of common stock sold | 1,829,337 | ||
Proceeds from sale of common stock | $ 14,400 | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares outstanding | 0 | 0 |
Equity - Substitute Warrants (D
Equity - Substitute Warrants (Details) $ / shares in Units, $ in Thousands | May 24, 2021$ / sharesshares | May 23, 2021 | Mar. 31, 2022USD ($)$ / shares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021$ / shares |
Class of Stock [Line Items] | ||||||
Warrants, exercise price per share | $ / shares | $ 6.29 | $ 9.09 | ||||
Unamortized compensation costs | $ | $ 30,400 | |||||
General and administrative | $ | $ 10,222 | $ 2,101 | ||||
Merger agreement | ||||||
Class of Stock [Line Items] | ||||||
Exchange Ratio | 3.16 | 4.96 | ||||
Substitute Warrants | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercised | shares | 4,909,066 | |||||
Warrants, exercise price per share | $ / shares | $ 2.45 | |||||
Volatility rate | 80.00% | |||||
Risk-free rate, minimum | 0.03% | |||||
Risk-free rate, maximum | 0.32% | |||||
Unamortized compensation costs | $ | $ 23,800 | |||||
General and administrative | $ | $ 2,300 | |||||
Additional Deemed Dividend Recognized In The Event Of Earnout Shares Milestone | $ | 24,400 | |||||
Additional Deemed Dividend Recognized In The Event Of Earnout Cash Milestone | $ | $ 3,100 | |||||
Substitute Warrants | Minimum | ||||||
Class of Stock [Line Items] | ||||||
Strike price | $ / shares | $ 1.53 | |||||
Expected term | 6 months 25 days | |||||
Substitute Warrants | Maximum | ||||||
Class of Stock [Line Items] | ||||||
Strike price | $ / shares | $ 3.19 | |||||
Expected term | 4 years 5 months 1 day | |||||
Legacy NeuroRx Warrants | ||||||
Class of Stock [Line Items] | ||||||
Volatility rate | 80.00% | |||||
Risk-free rate, minimum | 0.03% | |||||
Risk-free rate, maximum | 0.32% | |||||
Legacy NeuroRx Warrants | Minimum | ||||||
Class of Stock [Line Items] | ||||||
Strike price | $ / shares | $ 7.58 | |||||
Expected term | 6 months 25 days | |||||
Legacy NeuroRx Warrants | Maximum | ||||||
Class of Stock [Line Items] | ||||||
Strike price | $ / shares | $ 15.84 | |||||
Expected term | 4 years 5 months 1 day |
Equity - Assumed Public Warrant
Equity - Assumed Public Warrants (Details) | 3 Months Ended | |
Mar. 31, 2022D$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Class of Stock [Line Items] | ||
Number of outstanding warrants | shares | 17,521,753 | 9,305,790 |
Warrants, exercise price per share | $ / shares | $ 6.29 | $ 9.09 |
Public Warrants | ||
Class of Stock [Line Items] | ||
Number of outstanding warrants | shares | 3,450,000 | |
Number of shares per warrant | shares | 1 | |
Warrants, exercise price per share | $ / shares | $ 11.50 | |
Warrants expiration term | 5 years | |
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.01 | |
Minimum threshold written notice period for redemption of warrants | 30 days | |
Stock price trigger for redemption of warrants (in dollars per share) | $ / shares | $ 21 | |
Threshold trading days for redemption of warrants | D | 20 | |
Redemption Period | D | 30 | |
Warrants exercised during period | shares | 0 |
Equity - Assumed Placement Warr
Equity - Assumed Placement Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Number of outstanding warrants | 17,521,753 | 9,305,790 |
Change in fair value of warrant liability | $ 157 | |
Placement Warrants | ||
Class of Stock [Line Items] | ||
Number of outstanding warrants | 136,250 | |
Change in fair value of warrant liability | $ 200 |
Equity - Schedule of Warrant Ac
Equity - Schedule of Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Total Warrants | ||
Outstanding at the beginning | 9,305,790 | |
Issued | 8,215,963 | |
Outstanding at the end | 17,521,753 | 9,305,790 |
Weighted Average Remaining Term | ||
Outstanding | 4 years 3 months 14 days | 3 years 7 months 13 days |
Issued (in years) | 5 years 6 months | |
Weighted Average Exercise Price | ||
Outstanding at the beginning (in dollars per share) | $ 9.09 | |
Issued (in dollars per share) | 3.11 | |
Outstanding at the end (in dollars per share) | $ 6.29 | $ 9.09 |
Aggregate Intrinsic Value | ||
Outstanding at the beginning (in dollars) | $ 4,942 | |
Outstanding at the end (in dollars) | $ 15 | $ 4,942 |
Public Warrants | ||
Total Warrants | ||
Outstanding at the end | 3,450,000 | |
Weighted Average Exercise Price | ||
Outstanding at the end (in dollars per share) | $ 11.50 | |
Placement Warrants | ||
Total Warrants | ||
Outstanding at the end | 136,250 |
Equity - Preferred Investment O
Equity - Preferred Investment Options (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 02, 2022 | Aug. 23, 2021 | Mar. 31, 2022 |
Class of Warrant or Right [Line Items] | |||
Common stock and warrants issued in private placement, net of issuance costs (in shares) | 7,824,727 | ||
Preferred Investment Options | |||
Class of Warrant or Right [Line Items] | |||
Common stock and warrants issued in private placement, net of issuance costs (in shares) | 7,824,727 | 2,727,273 | |
Price per unit | $ 2.94 | $ 11 | |
Strike price | $ 3.07 | 12 | |
Expected term | 5 years | ||
Volatility rate | 82.80% | ||
Risk-free rate | 1.60% | ||
Dividend yield | 0.00% | ||
Fair value on the date of issuance | $ 15.5 | ||
Private Placement | |||
Class of Warrant or Right [Line Items] | |||
Price per unit | $ 3.99 | $ 2.94 | |
Strike price | $ 3.99 | ||
Expected term | 5 years | ||
Volatility rate | 82.80% | ||
Risk-free rate | 1.60% | ||
Dividend yield | 0.00% |
Stock-Based Compensation - 2016
Stock-Based Compensation - 2016 Omnibus Incentive Plan (Details) $ / shares in Units, $ in Millions | May 24, 2021$ / sharesshares | May 23, 2021 | Mar. 31, 2022USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average period | 1 year 10 months 13 days | ||
Merger agreement | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exchange Ratio | 3.16 | 4.96 | |
2016 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for issuance | 3,472,000 | ||
Options to purchase shares of common Stock | 2,895,423 | ||
Exercise price | $ / shares | $ 5.10 | ||
Incremental compensation costs | $ | $ 25.9 |
Stock-Based Compensation - 20_2
Stock-Based Compensation - 2016 Omnibus Incentive Plan, Fair Value Assumptions (Details) - 2016 Omnibus Incentive Plan | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Original Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Volatility rate | 80.00% |
Risk-free rate, minimum | 0.07% |
Risk-free rate, maximum | 0.79% |
Original Options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Strike price | $ 1 |
Expected term | 2 months 4 days |
Original Options | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Strike price | $ 72.30 |
Expected term | 5 years 11 months 26 days |
Substitute Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Volatility rate | 80.00% |
Risk-free rate, minimum | 0.07% |
Substitute Options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Strike price | $ 0.20 |
Expected term | 2 months 4 days |
Substitute Options | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Strike price | $ 14.58 |
Risk-free rate, maximum | 0.79% |
Expected term | 5 years 11 months 26 days |
Stock-Based Compensation - 2021
Stock-Based Compensation - 2021 Omnibus Incentive Plan (Details) - 2021 Omnibus Incentive Plan - shares | Mar. 31, 2022 | Jan. 01, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for issuance | 6,049,178 | |
Number of shares awarded | 5,154,123 | |
Number of shares available for issuance | 895,055 | |
Evergreen feature | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for issuance | 676,129 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Option Awards, assumptions (Details) - Stock Options - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price minimum | $ 2.61 | $ 6.44 |
Exercise price maximum | $ 3.10 | $ 23.41 |
Risk-free rate of interest, minimum | 1.80% | 0.69% |
Risk-free rate of interest, maximum | 2.56% | 1.45% |
Expected stock price volatility | 82.80% | |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months | 5 years 3 months |
Expected stock price volatility | 80.00% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 6 months | 6 years 6 months |
Expected stock price volatility | 85.90% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of stock option activity (Details) - 2021 Omnibus Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of shares | ||
Outstanding at the beginning | 2,400,315 | |
Granted | 552,000 | |
Forfeited | (45,367) | |
Outstanding at the end | 2,906,948 | 2,400,315 |
Options vested and exercisable | 1,131,708 | |
Weighted average exercise price | ||
Outstanding at the beginning (in dollars per share) | $ 6.28 | |
Granted (in dollars per share) | 3 | |
Forfeited (in dollars per share) | (14.05) | |
Outstanding at the end (in dollars per share) | 5.54 | $ 6.28 |
Options vested and exercisable | $ 3.09 | |
Weighted average remaining remaining term (in years) | ||
Outstanding | 8 years | 7 years 9 months 18 days |
Granted (in years) | 10 years | |
Options vested and exercisable | 6 years 2 months 12 days | |
Aggregate intrinsic value | ||
Outstanding at the beginning (in dollars) | $ 4,224 | |
Outstanding at the end (in dollars) | 1,006 | $ 4,224 |
Options vested and exercisable | $ 969 |
Equity - Stock Options (Details
Equity - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 2.27 | $ 10 |
Unrecognized compensation | $ 30.4 | |
Unrecognized compensation costs expected to be recognized | 5.9 | |
Substitute Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation | $ 25.9 |
Stock-Based Compensation - Reco
Stock-Based Compensation - Recognition of stock-based compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 1,334 | $ 372 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,116 | 344 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 218 | $ 28 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring basis - Level 3 - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Warrant liabilities (Note 10) | $ 135 | $ 292 |
Earnout Cash liability (Note 4) | $ 2,479 | $ 4,582 |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant liability (Details) - Recurring basis - Level 3 | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Stock price on valuation date | $ 2.45 |
Exercise price per share | $ 11.50 |
Expected life | 4 years 1 month 24 days |
Volatility | 94.90% |
Risk-free rate | 2.43% |
Dividend yield | 0.00% |
Fair value of warrants | $ 0.99 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of warrant liabilities (Details) - Common stock warrant [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at the beginning | $ 292 |
Gain upon re-measurement | 157 |
Balance at the end | $ 135 |
Fair Value Measurements - Rec_2
Fair Value Measurements - Reconciliation of Earnout Cash liability (Details) - Earnout Cash liability $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at the beginning | $ 4,582 |
Gain upon re-measurement | (2,103) |
Balance at the end | $ 2,479 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Taxes | ||
Provision or benefit for income tax expense | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Nov. 15, 2021 | Jul. 26, 2021 | |
Related Party Transaction [Line Items] | ||||||
Accounts payable due to related parties | $ 0.1 | $ 0.1 | ||||
Former CEO | ||||||
Related Party Transaction [Line Items] | ||||||
Payment to related party | 0.4 | $ 0.1 | ||||
Chief Executive Officer Son [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment to related party | 0.1 | |||||
Glytech Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Continuing technology support services and reimbursed expenses | 0.1 | |||||
Minimum equity required for transfer of Excluded Technology | $ 50 | |||||
Term of minimum equity required for transfer of Excluded Technology | 20 days | |||||
PillTracker SOW | ||||||
Related Party Transaction [Line Items] | ||||||
Payment to related party | $ 0.2 | $ 0.1 | ||||
Total cost under SOW | $ 0.2 | |||||
Pilltracker STO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total cost under SOW | $ 0.4 |