Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Longeveron Inc. | |
Trading Symbol | LGVN | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001721484 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38295 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2174146 | |
Entity Address, Address Line One | 1951 NW 7th Avenue | |
Entity Address, Address Line Two | Suite 520 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33136 | |
City Area Code | (305) | |
Local Phone Number | 909-0840 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,372,442 | |
Class B Common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 15,565,062 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 22,132,000 | $ 25,658,000 |
Short-term investments at fair value (cost of $8,449 and $9,471 at March 31, 2022 and December 31, 2021, respectively) | 8,449,000 | 9,333,000 |
Prepaid expenses and other current assets | 1,190,000 | 282,000 |
Accounts and grants receivable | 96,000 | 55,000 |
Total current assets | 31,867,000 | 35,328,000 |
Property and equipment, net | 2,966,000 | 3,062,000 |
Intangible assets, net | 2,361,000 | 2,334,000 |
Right-of-use (ROU) asset | 1,745,000 | 1,813,000 |
Other assets | 234,000 | 229,000 |
Total assets | 39,173,000 | 42,766,000 |
Current liabilities: | ||
Accounts payable | 561,000 | 645,000 |
Accrued expenses | 791,000 | 1,327,000 |
Current portion of lease liability | 543,000 | 537,000 |
Deferred revenue | 505,000 | 199,000 |
Total current liabilities | 2,400,000 | 2,708,000 |
Long-term liabilities: | ||
Lease liability | 2,467,000 | 2,605,000 |
Total long-term liabilities | 2,467,000 | 2,605,000 |
Total liabilities | 4,867,000 | 5,313,000 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2022 and December 31, 2021. | ||
Class A Common Stock, $0.001 par value per share, 84,295,000 shares authorized, 5,326,512 shares issued and outstanding at March 31, 2022; 5,175,361 issued and outstanding, at December 31, 2021 | 5,000 | 5,000 |
Class B Common Stock, $0.001 par value per share, 15,705,000 shares authorized, 15,585,062 shares issued and outstanding at March 31, 2022; 15,702,834 issued and outstanding, at December 31, 2021 | 16,000 | 16,000 |
Additional paid-in capital | 81,833,000 | 81,470,000 |
Stock subscription receivable | (100,000) | (100,000) |
Accumulated deficit | (47,448,000) | (43,938,000) |
Total stockholders’ equity | 34,306,000 | 37,453,000 |
Total liabilities and stockholders’ equity | $ 39,173,000 | $ 42,766,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 84,295,000 | 84,295,000 |
Common stock, shares issued | 5,326,512 | 5,175,361 |
Common stock, shares outstanding | 5,326,512 | 5,175,361 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 15,705,000 | 15,705,000 |
Common stock, shares issued | 15,585,062 | 15,702,834 |
Common stock, shares outstanding | 15,585,062 | 15,702,834 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Grant revenue | $ 60 | $ 211 |
Clinical trial revenue | 310 | 165 |
Total revenues | 370 | 376 |
Cost of revenues | 70 | 227 |
Gross profit | 300 | 149 |
Operating expenses | ||
General and administrative | 1,980 | 1,707 |
Research and development | 1,427 | 1,350 |
Selling and marketing | 287 | 550 |
Total operating expenses | 3,694 | 3,607 |
Loss from operations | (3,394) | (3,458) |
Other (expense) and income | ||
Forgiveness of Paycheck Protection Program loan | 300 | |
Other (expense) income, net | (116) | 47 |
Total other (expense) and income, net | (116) | 347 |
Net loss | $ (3,510) | $ (3,111) |
Basic and diluted net loss per share (in Dollars per share) | $ (0.17) | $ (0.18) |
Basic and diluted weighted average common shares outstanding (in Shares) | 20,911,203 | 17,491,066 |
Condensed Statements of Stockho
Condensed Statements of Stockholders’ Equity (Unaudited) - USD ($) | Series AUnits | Series BUnits | Series CUnits | Class ACommon Stock | Class BCommon Stock | Subscription Receivable | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 250,000 | $ (1,777,000) | $ 3,584,000 | $ (100,000) | $ 1,957 | ||||
Balance (in Shares) at Dec. 31, 2020 | 1,000,000 | 1,000,000 | 62,764 | ||||||
Conversion of Units into Class A and B common stock | $ (250,000) | $ 1,777,000 | $ (3,584,000) | $ 16,000 | 28,934,000 | (26,893,000) | |||
Conversion of Units into Class A and B common stock (in Shares) | (1,000,000) | (1,000,000) | (62,764) | 338,030 | 15,702,834 | ||||
Initial public offering and overallotment of Class A Common Stock, net of $2,969 in issuance costs | $ 3,000 | 26,131,000 | 26,134,000 | ||||||
Initial public offering and overallotment of Class A Common Stock, net of $2,969 in issuance costs (in Shares) | 2,910,000 | ||||||||
Class A Common Stock, issued for consulting | 250,000 | 250,000 | |||||||
Class A Common Stock, issued for consulting (in Shares) | 32,713 | ||||||||
Equity-based compensation | 1,265,000 | 1,265,000 | |||||||
Net loss | (3,111,000) | (3,111,000) | |||||||
Balance at Mar. 31, 2021 | $ 5,000 | $ 16,000 | (100,000) | 56,580,000 | (30,004,000) | 26,495,000 | |||
Balance (in Shares) at Mar. 31, 2021 | 3,280,743 | 15,702,834 | |||||||
Balance at Dec. 31, 2021 | $ 5,000 | $ 16,000 | (100,000) | 81,470,000 | (43,938,000) | 37,453,000 | |||
Balance (in Shares) at Dec. 31, 2021 | 5,175,361 | 15,702,834 | |||||||
Conversion of Class B common stock for Class A common stock | |||||||||
Conversion of Class B common stock for Class A common stock (in Shares) | 117,772 | (117,772) | |||||||
Class A Common Stock, issued for RSUs vested | |||||||||
Class A Common Stock, issued for RSUs vested (in Shares) | 44,006 | ||||||||
Class A Common Stock, held for taxes on RSUs vested consulting | (128,000) | (128,000) | |||||||
Class A Common Stock, held for taxes on RSUs vested consulting (in Shares) | (10,626) | ||||||||
Equity-based compensation | 491,000 | 491,000 | |||||||
Net loss | (3,510,000) | (3,510,000) | |||||||
Balance at Mar. 31, 2022 | $ 5,000 | $ 16,000 | $ (100,000) | $ 81,833,000 | $ (47,448,000) | $ 34,306,000 | |||
Balance (in Shares) at Mar. 31, 2022 | 5,326,512 | 15,585,062 |
Condensed Statements of Stock_2
Condensed Statements of Stockholders’ Equity (Unaudited) (Parentheticals) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of issuance costs | $ 2,969 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (3,510) | $ (3,111) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 188 | 195 |
Forgiveness of Paycheck Protection Program loan | (300) | |
Change in fair value of short-term investments | 54 | |
Equity issued for consulting services | 119 | |
Equity based compensation | 491 | 1,265 |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable | (41) | 420 |
Prepaid expenses and other current assets | (908) | (785) |
Other assets | (57) | |
Accounts payable | (7) | (644) |
Deferred revenue | 306 | 375 |
Accrued expenses | (604) | (503) |
ROU asset and lease liability | (64) | (63) |
Net cash used in operating activities | (4,152) | (3,032) |
Cash flows from investing activities | ||
Proceeds from the sale of short-term investments | 885 | |
Acquisition of property and equipment | (47) | |
Acquisition of intangible assets | (71) | |
Net cash provided by investing activities | 767 | |
Cash flows from financing activities | ||
Proceeds from initial public offering of common stock, net of commissions and expenses | 26,696 | |
Payments for taxes on RSUs vested | (141) | |
Repayments of short-term note payable | (19) | |
Net cash (used in) provided by financing activities | (141) | 26,677 |
Change in cash and cash equivalents | (3,526) | 23,645 |
Cash and cash equivalents at beginning of the period | 25,658 | 816 |
Cash and cash equivalents at end of the period | 22,132 | 24,461 |
Supplement Disclosure of Non-cash Investing and Financing Activities: | ||
Conversion of Series A, B and C units into Class A and B common stock | $ (2,057) | |
Vesting of RSUs into Class A Common Stock | $ (379) |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation, and Liquidity | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business, Basis of Presentation, and Liquidity | 1. Nature of Business, Basis of Presentation, and Liquidity Nature of business: On February 12, 2021, Longeveron, LLC converted its corporate form (the “Corporate Conversion”) from a Delaware limited liability company (Longeveron, LLC) to a Delaware corporation, Longeveron Inc. (the “Company,” “Longeveron” or “we,” “us,” or “our”). Longeveron, LLC was formed as a Delaware limited liability company on October 9, 2014 and was authorized on December 15, 2014 to transact business in Florida. The Company is a clinical stage biotechnology company developing cellular therapies for specific aging-related and life-threatening conditions. The Company operates out of its leased facilities in Miami, Florida. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on licenses, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive pre-clinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting capabilities. The Company’s product candidates are currently in development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from, among others, existing pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, partners and consultants. Initial Public Offering (“IPO”): The Corporate Conversion undertaken immediately prior to the Company’s IPO caused all existing Series A and B units to convert into Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”) and all existing Series C units to convert into Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”). The purpose of the Corporate Conversion was to reorganize the Company structure so that the entity that offered the Company’s Class A Common Stock to the public was a Delaware corporation rather than a Delaware limited liability company, and so that the Company’s existing investors own the Company’s Class A Common Stock or Class B Common Stock rather than equity interests in a limited liability company. On February 12, 2021 our Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) began to trade on NASDAQ under the stock symbol “LGVN”. Pursuant to the IPO, the Company sold 2,660,000 shares of Class A Common Stock at a public offering price of $10.00 per share for aggregate gross proceeds of $26.6 million prior to deducting underwriting discounts, commissions, and other offering expenses. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 399,000 shares at the public offering price less the underwriting discounts and commissions. On March 15, 2021, the Company’s underwriters partially exercised the over-allotment option, resulting in the Company selling an additional 250,000 shares of Class A Common Stock at a public offering price of $10.00 per share for aggregate gross proceeds of $2.5 million prior to deducting underwriting discounts, commissions, and other offering expenses. Private Placement On December 3, 2021, the Company completed a private placement with several investors, wherein a total of 1,169,288 shares of the Company’s Class A Common Stock were issued at a purchase price of $17.50 per share, with each investor also receiving a warrant to purchase up to a number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock purchased by such investor in the Offering, at an exercise price of $17.50 per share (the “Purchaser Warrants”), for a total purchase price of approximately $20.5 million (the “Offering”). The Purchaser Warrants are immediately exercisable, expire five years from the date of issuance and have certain downward pricing adjustment mechanisms, subject to a floor, as set forth in greater detail therein. In addition, the Company granted the underwriters warrants, under similar terms, to purchase 46,722 shares of Class A Common Stock at an exercise price of $17.50 per share. Liquidity: Since inception, the Company has primarily been engaged in organizational activities, including raising capital, and research and development activities. The Company does not yet have a product that has been approved by the U.S. Food and Drug Administration (“FDA”), and has only generated revenues from grants, clinical trials and contract manufacturing. The Company has not yet achieved profitable operations or generated positive cash flows from operations. The Company intends to continue its efforts to raise additional equity financing, develop its intellectual property, and secure regulatory approvals to commercialize its products. There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital, its research and commercialization efforts, regulatory approval, and, ultimately, the market acceptance of the Company’s approved products, if any. These financial statements do not include adjustments that might result from the outcome of these uncertainties. The Company has incurred recurring losses from operations since its inception, including a net loss of $3.5 million and $3.1 million for the three months ended March 31, 2022 and 2021, respectively. In addition, as of March 31, 2022, the Company had an accumulated deficit of $47.4 million. The Company expects to continue to generate operating losses for the foreseeable future. As of March 31, 2022, the Company had cash, and cash equivalents of $22.1 million and short-term investments of $8.5 million. The Company believes that its cash and cash equivalents and investments as of March 31, 2022 will enable it to fund its operating expenses and capital expenditure requirements through at least the next 12 months from the date of issuance of these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation: The financial statements of the Company were prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net loss, shareholders’ equity or cash flows as previously reported. Use of estimates: The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounting Standard Updates In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740)”. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by clarifying and amending other areas of Topic 740. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2020. We adopted this ASU on January 1, 2021 with no material impact on our financial statements. A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, that the implementation of such proposed standards would have on the Company’s financial statements. Cash and cash equivalents: The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. Short-term investments: Short-term investments at March 31, 2022 and December 31, 2021 consisted of marketable fixed income securities, primarily corporate bonds, as well as U.S. Government and agency obligations which are categorized as trading securities and are thus marked to market and stated at fair value in accordance with ASC 820 Fair Value Measurement Accounts and grants receivable: Accounts and grants receivable include amounts due from customers, granting institutions and others. The amounts as of March 31, 2022 and December 31, 2021 are certain to be collected, and no amount has been recognized for doubtful accounts. Maryland-TEDCO generally advance grant funds and therefore a receivable is not usually recognized. In addition, for the Clinical trial revenue, most participants pay in advance of treatment. Advanced grant funds and prepayments for the Clinical trial revenue are recorded to deferred revenue. Accounts and grants receivable by source, as of (in thousands): March 31, December 31, National Institutes of Health – Grant $ 96 $ 55 Total $ 96 $ 55 Deferred offering costs: The Company recorded certain legal, professional and other third-party fees that were directly associated with in-process equity financings as deferred offering costs until the applicable equity financing was consummated. After consummation of an equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering. Property and equipment: Property and equipment, including improvements that extend useful lives of related assets, are recorded at cost, while maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the original term of the lease. Depreciation expense is recorded in the research and development line of the Statement of Operations as the assets are primarily related to the Company’s clinical programs. Intangible assets: Intangible assets include payments on license agreements with the Company’s co-founder and chief scientific officer (“CSO”) and the University of Miami (“UM”) (see Note 9) and legal costs incurred related to patents and trademarks. License agreements have been recorded at the value of cash consideration, common stock and membership units transferred to the respective parties when acquired. Payments for license agreements are amortized using the straight-line method over the estimated term of the agreements, which range from 5-20 years. Patents are amortized over their estimated useful life, once issued. The Company considers trademarks to have an indefinite useful life and evaluates them for impairment on an annual basis. Amortization expense is recorded in the research and development line of the Statement of Operations as the assets are primarily related to the Company’s clinical programs. Impairment of Long-Lived Assets: The Company evaluates long-lived assets for impairment, including property and equipment and intangible assets, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus the residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated fair value. Any resulting impairment loss is reflected on the statements of operations. Upon evaluation, management determined that there was no impairment of long-lived assets during the three months ended March 31, 2022 and 2021. Deferred revenue: The unearned portion of advanced grant funds and prepayments for Clinical trial revenue, which will be recognized as revenue when the Company meets the respective performance obligations, has been presented as deferred revenue in the accompanying balance sheets. For the three months ended March 31, 2022 and 2021, the Company recognized $19,000 and nil Revenue recognition: The Company recognizes revenue when performance obligations related to respective revenue streams are met. For Grant revenue, the Company considers the performance obligation met when the grant related expenses are incurred, or supplies and materials are received. The Company is paid in tranches pursuant to terms of the related grant agreements, and then applies payments based on regular expense reimbursement submissions to grantors. There are no remaining performance obligations or variable consideration once grant expense reporting to the grantor is complete. For Clinical trial revenue, the Company considers the performance obligation met when the participant has received the treatment. The Company usually receives prepayment for these services or receives payment at the time the treatment is provided, and there are no remaining performance obligations or variable consideration once the participant received the treatment. For Contract manufacturing revenue, the Company considers the performance obligation met when the contractual obligation and/or statement of work has been satisfied. Payment terms may vary depending on specific contract terms. There are no significant judgments affecting the determination of the amount and timing of revenue recognition. Revenue by source (in thousands): Three months ended 2022 2021 National Institutes of Health – Grant $ 41 $ - Clinical trial revenue 310 165 Alzheimer’s Association – Grant - 170 Maryland – TEDCO – Grant 1 19 41 Total $ 370 $ 376 1 Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO) The Company records cost of revenues based on expenses directly related to revenue. For Grants, the Company records allocated expenses for Research and development costs to a grant as a cost of revenues. For the Clinical trial revenue directly related expenses for that program are expensed as incurred. These expenses are similar to those described under “Research and development expense” below. Research and development expense: Research and development costs are charged to expense when incurred in accordance with ASC 730 Research and Development Concentrations of credit risk: Financial instruments which potentially subject the Company to credit risk consist principally of cash and cash equivalents, short-term investments and accounts and grants receivable. Cash and cash equivalents are held in U.S. financial institutions. At times, the Company may maintain balances in excess of the federally insured amounts. Income taxes: Prior to its Corporate Conversion, the Company was treated as a partnership for U.S. federal and state income tax purposes. Consequently, the Company passed its earnings and losses through to its members based on the terms of the Company’s Operating Agreement. Accordingly, no provision for income taxes is recorded in the financial statements for periods prior to the conversion. Following the Corporate Conversion, the Company's tax provision consists of taxes currently payable or receivable, plus any change during the period in deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company's tax provision was $0 for the three months ended March 31, 2022 and 2021 due to net operating losses. The Company has not recorded any tax benefit for the net operating losses incurred due to the uncertainty of realizing a benefit in the future. The Company recognizes the tax benefits from uncertain tax positions that the Company has taken or expects to take on a tax return. In the unlikely event an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by a taxing authority. Reserves for uncertain tax positions would then be recorded if the Company determined it is probable that either a position would not be sustained upon examination or a payment would have to be made to a taxing authority and the amount was reasonably estimable. As of March 31, 2022 and December 31, 2021, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authority. It is the Company’s policy to expense any interest and penalties associated with its tax obligations when they are probable and estimable. Equity-based compensation: The Company accounts for equity-based compensation expense by the measurement and recognition of compensation expense for stock-based awards based on estimated fair values on the date of grant. The fair value of the options is estimated at the date of the grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of highly subjective assumptions, the most significant of which are the expected share price volatility, the expected life of the option award, the risk-free rate of return, and dividends during the expected term. Because the option-pricing model is sensitive to changes in the input assumptions, different determinations of the required inputs may result in different fair value estimates of the options. Neither the Company’s stock options nor its restricted stock units (“RSUs”) trade on an active market. Volatility is a measure of the amount by which a financial variable, such as a stock price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. Given the Company’s limited historical data, the Company utilizes the average historical volatility of similar publicly traded companies that are in the same industry. The risk-free interest rate is the average U.S. treasury rate (having a term that most closely approximates the expected life of the option) for the period in which the option was granted. The expected life is the period of time that the options granted are expected to remain outstanding. Options granted have a maximum term of ten years. The Company had insufficient historical data to utilize in determining its expected life assumptions and, therefore, uses the simplified method for determining expected life. Comprehensive Loss Comprehensive loss was equal to net loss for the three months ended March 31, 2022 and 2021. |
Short-term investments
Short-term investments | 3 Months Ended |
Mar. 31, 2022 | |
Short-Term Investments Disclosure [Abstract] | |
Short-term investments | 3. Short-term investments The following is summary of short-term investments that the Company measures at fair value: Fair Value at March 31, 2022 Level 1 Level 2 Level 3 Total U.S. Treasury obligations 398,039 - - 398,039 U.S. government agencies - 1,207,746 - 1,207,746 Corporate and foreign bonds - 6,842,936 - 6,842,936 Money market funds (1) 1,334,906 - - 1,334,906 Total short-term investments $ 1,732,945 $ 8,050,682 $ - $ 9,783,627 (1) Money market funds are included in cash and cash equivalents in the balance sheet. Fair Value at December 31, 2021 Level 1 Level 2 Level 3 Total U.S. Treasury obligations 401,290 - - 401,290 U.S. government agencies - 1,424,477 - 1,424,477 Corporate and foreign bonds - 7,507,705 - 7,507,705 Money market funds 2 576,742 - - 576,742 Total short-term investments $ 978,032 $ 8,932,182 $ - $ 9,910,214 (2) Money market funds are included in cash and cash equivalents in the balance sheet. As of March 31, 2022 and December 31, 2021, the Company reported accrued interest receivable related to short-term investments of $57,064 and $52,484, respectively. These amounts are recorded in other assets on the Balance Sheets and are not included in the carrying value of the short-term investments. |
Property and equipment, net
Property and equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | 4. Property and equipment, net Major components of property and equipment are as follows (in thousands): Useful Lives March 31, December 31, Leasehold improvements 10 years $ 4,318 $ 4,318 Furniture/Lab equipment 7 years 1,770 1,724 Computer equipment 5 years 28 28 Software/Website 3 years 38 38 Total property and equipment 6,154 6,108 Less accumulated depreciation and amortization 3,188 3,046 Property and equipment, net $ 2,966 $ 3,062 Depreciation and amortization expense amounted to approximately $0.1 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | 5. Intangible assets, net Major components of intangible assets as of March 31, 2022 are as follows (in thousands): Useful Lives Cost Accumulated Total License agreements 20 years $ 2,043 $ (517 ) $ 1,526 Patent Costs 686 - 686 Trademark costs 149 - 149 Total $ 2,878 $ (517 ) $ 2,361 Major components of intangible assets as of December 31, 2021 are as follows: Useful Lives Cost Accumulated Total License agreements 20 years $ 2,043 $ (473 ) $ 1,570 Patent Costs 615 - 615 Trademark costs 149 - 149 Total $ 2,807 $ (473 ) $ 2,334 Amortization expense related to intangible assets totaled less than $0.1 million for each of the three months ended March 31, 2022 and 2021. Future amortization expense for intangible assets as of March 31, 2022 is approximately as follows (in thousands): Year Ending December 31, Amount 2022 (remaining 9 months) $ 168 2023 224 2024 224 2025 224 2026 224 Thereafter 462 Total $ 1,526 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure of Leases [Abstract] | |
Leases | 6. Leases The Company records a Right-of-use (ROU) asset and a lease liability related to its operating leases (there are no finance leases). The Company’s corporate office lease expires in March 2027. As of March 31, 2022, the ROU asset and lease liability were approximately $1.7 million and $3.0 million, respectively. As of December 31, 2021, the ROU asset and lease liability were approximately $1.8 million and $3.1 million, respectively. Future minimum payments under the operating leases as of March 31, 2022 are as follows (in thousands): Year Ending December 31, Amount 2022 (remaining nine months) $ 506 2023 687 2024 702 2025 718 2026 735 Thereafter 185 Total 3,533 Less: Interest 523 Present Value of Lease Liability $ 3,010 During each of the three months ended March 31, 2022 and 2021, the Company incurred approximately $0.3 million of total lease costs, respectively that are included in the general and administrative expenses in the statements of operations. On July 1, 2020, the Company entered into a sublease agreement for a portion of its leased space for a one-year period ending June 30, 2021, with three optional one-year renewal periods, and $10,000 in monthly payments. For the three months ended March 31, 2022, $30,000 was recognized as sublease income, and is included in other income in the accompanying statements of operations. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Members’ Equity and Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | 7. Stockholders’ Equity Class A Common Stock On February 12, 2022, a total of 8,750 RSUs vested that were previously granted to members of the Company’s Board of Directors upon the completion of the IPO vested. On January 3, 2022, a total of 35,246 RSUs vested that previously had been granted in connection with the Company’s IPO vested, of which 29,614 were held by Company employees. RSUs are taxable upon vesting based on the market value on the date of vesting. The Company is required to make mandatory tax withholding for the payment and satisfaction of income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations that arise by reason of vesting of an RSU. The taxable income is calculated by multiplying the number of vested RSUs for each individual by the $12.09 closing price as of the vesting date (January 3, 2022) and a tax liability is calculated based on each individual’s tax bracket. As a result, on January 5, 2022, the Company recorded a tax liability of $92,000 for the employees and a corresponding tax liability for the Company of $14,000. In total, the Company paid $106,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 10,627 shares of Class A Common Stock shares owned by the Company’s employees upon vesting. The shares received have been transferred into the 2021 Incentive Plan. During the year ended December 31, 2021 and prior to the Corporate Conversion, the Company issued 1,130 Series C Common Membership Units (“Series C Units”), as payment for existing consulting agreements, with an aggregate value of $0.1 million. As part of the Corporate Conversion, 62,764 outstanding Series C units (which includes the units referenced in the prior sentence) converted into 338,030 shares of Class A Common Stock. Also, during the year ended December 31, 2021, the Company issued 61,379 and 110,387 unregistered shares of Class A Common Stock, with an aggregate value of less than $0.5 million and $0.8 million, respectively, as payment under consulting and license agreements. During the year ended December 31, 2021, 1,812 stock options were exercised for Class A Common Stock shares at an average exercise price of $5.73 for $10,383. Also, during the year ended December 31, 2021, 51,061 warrants were exercised for Class A Common Stock shares at an exercise price of $12.00 for $612,732. On October 1, 2021, a total of 35,256 RSUs granted to employees and directors vested, of which 33,022 were held by Company employees. RSUs are taxable upon vesting based on the market value on the date of vesting. The Company is required to make mandatory tax withholding for the payment and satisfaction of income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations that arise by reason of vesting of an RSU. The taxable income is calculated by multiplying the number of vested RSUs for each individual by the $3.65 closing price as of the vesting date (October 1, 2021) and a tax liability is calculated based on each individual’s tax bracket. As a result, on October 5, 2021, the Company recorded a tax liability of $452,000 for the employees and a corresponding tax liability for the Company of $38,000. In total, the Company paid $489,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 123,662 Class A Common Stock shares owned by the Company’s employees upon vesting. The shares withheld have been transferred into the 2021 Incentive Plan. Class B Common Stock In connection with the Corporate Conversion, 2,000,000 outstanding Series A and B units were converted into 15,702,834 shares of our unregistered Class B Common Stock. Holders of Class A Common Stock generally have rights identical to holders of Class B Common Stock, except that holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to five (5) votes per share. The holders of Class B Common Stock may convert each share of Class B Common Stock into one share of Class A Common Stock at any time at the holder’s option. Class B Common Stock is not publicly tradable. During the three months ended March 31, 2022, shareholders exchanged 117,772 shares of Class B common stock for 117,772 shares of Class A common stock. Warrants As part of the IPO, the underwriter received warrants to purchase 106,400 shares of Class A Common Stock. The warrants are exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing August 12, 2021, at a price of $12.00 per share. Total grant date fair value of warrants as of December 31, 2021, was approximately $0.5 million. During 2021, the underwriters assigned 95,760 of the warrants to its employees. As of December 31, 2021, 51,061 warrants have been exercised for Class A Common Stock shares at an exercise price of $12.00 for $612,732. As part of the November 2021 private placement, the Company issued 1,169,288 warrants to investors to purchase up to a number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock purchased by such investor in the offering, at an exercise price of $17.50 per share. The Purchaser Warrants are immediately exercisable, expire five years from the date of issuance and have certain downward pricing adjustment mechanisms, subject to a floor, as set forth in greater detail therein. In addition, the Company granted the underwriters warrants, under similar terms, to purchase 46,722 shares of Class A Common Stock, at an exercise price of $17.50 per share. |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 8. Equity Incentive Plan As part of the Company’s IPO, the Company adopted and approved the 2021 Incentive Award Plan (“2021 Incentive Plan”). Under the 2021 Incentive Plan, the Company may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which the Company competes. The material terms of the 2021 Incentive Plan are summarized below. Prior to the IPO, on January 29, 2021, the Board approved the granting of 159,817 Series C RSUs under the Company’s existing 2017 Longeveron LLC Incentive Plan (the “2017 Incentive Plan”), which, as part of the Corporate Conversion, converted into 855,247 RSUs exercisable for Class A Common Stock. Based upon a third-party valuation, the calculated fair value of each January 2021 RSU was $9.00. Generally, the RSUs vest upon attainment of a time-vesting event, by which the RSUs vest in 25% increments per year, on each of the first, second, third and fourth anniversaries of the date of grant, assuming continued service. Such yearly vesting will vest pro-rata per quarter at the end of each quarter. The RSUs granted in January of 2021 included accelerated time-based vesting (as having been earned for prior years of service, and hence were treated as earned “catch-up” awards), and an additional vesting requirement whereby the holder must remain employed by the Company as of the IPO settlement date, which was the third quarterly settlement date following the Company’s IPO (October 1, 2021). The fair value of each RSU grant made during 2021 will be recognized as stock-based compensation ratably over the related vesting periods, which approximates the service period, except for May 2021 grants to the Company’s Directors, which vest over two years with 50% of the RSUs vesting on grant date and the remaining RSUs vesting 25% on each of the first and second anniversaries of the grant date. On July 20, 2021, the Company granted a bonus for the completion of the IPO to Mr. Green, Mr. Lehr and Dr. Hare of $100,000, $75,000 and $75,000. The bonus was paid out in cash and RSUs with Mr. Green, Mr. Lehr and Dr. Hare receiving 8,223, 6,167 and 12,335 RSUs each, respectively. The RSU were issued based on a fair market value at the time of grant, July 20, 2021, of $6.08. As of March 31, 2022 and December 31, 2021, the Company had 205,051 and 196,751, respectively RSUs outstanding (unvested). RSU activity for the three months ended March 31, 2022 was as follows: Number of Outstanding at December 31, 2021 196,751 RSU granted - RSUs vested 44,006 RSUs converted to Class A common stock (35,256 ) RSU expired/forfeited - Outstanding at March 31, 2022 205,501 Stock Options Stock options may be granted under the 2021 Incentive Plan. The exercise price of options is equal to the fair market value of the Company’s Class A Common Stock as of the grant date. Options historically granted have generally become exercisable over four years and expire ten years from the date of grant. The 2021 Incentive Plan provides for equity grants to be granted up to 5% of the outstanding common stock shares. The fair value of the options issued are estimated using the Black-Scholes option-pricing model and have the following assumptions: a dividend yield of 0%; an expected life of 10 years; volatility of 95%; and risk-free interest rate based on the grant date ranging from of 1.23% to 2.14%. Each option grant made during 2021 will be expensed ratably over the option vesting periods, which approximates the service period. As of March 31, 2022, the Company has recorded, issued and outstanding options to purchase a total of 410,075 shares of Class A Common Stock pursuant to the 2021 Incentive Plan, at a weighted average exercise price of $6.51 per share. Also, as of December 31, 2021, the Company has recorded issued and outstanding options to purchase a total of 304,449 shares of Class A Common Stock pursuant to the 2021 Incentive Plan, at a weighted average exercise price of $5.96 per share. For the three months ended March 31, 2022: Number of Stock Stock options vested (based on ratable vesting) 56,762 Stock options unvested 353,313 Total stock options outstanding at March 31, 2022 410,075 For the year ended December 31, 2021: Number of Stock Stock options vested (based on ratable vesting) 59,773 Stock options unvested 244,676 Total stock options outstanding at December 31, 2021 304,449 Stock Option activity for the three months ended March 31, 2022 was as follows: Number of Stock Weighted Average Outstanding at December 31, 2021 304,449 $ 5.96 Options granted 106,825 $ 8.05 Options exercised - - Options expired/forfeited (1,199 ) $ 5.79 Outstanding at March 31, 2022 410,075 $ 6.51 On January 6, 2022, the Company granted awards of 84,825 Class A Common Stock options to employees. The stock option awards have four-year vesting periods, vesting 25% per year, and have an exercise price of $10.00. Based upon a Black-Scholes calculation, the price per share to be expensed was $8.78 and a total cost of $0.7 million would be expensed ratably over 48 months. On March 14, 2022, the Company granted an award of 22,000 Class A Common Stock options to employees. The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $5.94. Based upon a Black-Scholes calculation, the price per share to be expensed was $5.23 and a total cost of less than $0.1 million would be expensed ratably over 48 months. For the three months ended March 31, 2022 and 2021, the equity-based compensation expense amounted to approximately $0.5 million and $1.3 million, respectively, which is included in the research and development and general and administrative expenses in the statements of operations for three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the remaining unrecognized equity-based compensation (which includes RSUs and stock options) of approximately $3.6 million will be recognized over approximately 3.75 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Master Services Agreements: As of March 31, 2022, the Company had three active master services agreements with third parties to conduct its clinical trials and manage clinical research programs and clinical development services on behalf of the Company. The Company expects these agreements or amended current agreements to have total expenditures of approximately $3.6 million over the next two years. As of December 31, 2021, the Company had two active master services agreements with third parties to conduct its clinical trials and manage clinical research programs and clinical development services on behalf of the Company. The Company entered into a clinical studies agreement with a third party in conjunction with an upcoming clinical trial in Japan. The agreement provides for payments totaling $1.0 million over the course of two years. Consulting Services Agreement: On November 20, 2014, the Company entered into a ten-year consulting services agreement with Dr. Joshua Hare, its CSO. Under the agreement, the Company has agreed to pay the CSO $265,000 annually. The compensation payments are for scientific knowledge, medical research, technical knowledge, skills, and abilities to be provided by the CSO to further develop the intellectual property rights assigned by the CSO to the Company. This agreement requires the CSO to also assign to the Company the exclusive right, title, and interest in any work product developed from his efforts during the term of this agreement. As of March 31, 2022 and December 31, 2021, the Company had an accrued balance due to the CSO of $0.2 million. On February 16, 2022, the Company entered into a ten-month extension to a consulting arrangement with GVC Strategies a Company owned by Neil Hare, a member of the Board of Directors and brother of Dr. Joshua Hare, to provide public relations services. Under the terms of this agreement GVC Strategies receives a $10,000 per month advance retainer. As of March 31, 2022 and December 31, 2021, the Company did not have an outstanding balance. Technology Services Agreement: On March 27, 2015, the Company entered into a technology services agreement with Optimal Networks, Inc. (a related company owned by a Dr. Joshua Hare’s brother-in-law) for use of information technology services. The Company agreed to issue the related party equity incentive units in the amount equal to 50% of the charges for invoiced services, with such equity to be issued annually on or about the anniversary date of the agreement. During 2017, the Company issued 1,901 Series C Units, and on November 22, 2019 and January 29, 2021, the Company issued 820 and 410 Series C Units, respectively, as payment for an aggregate of $0.2 million of accrued technology services. The Series C units were converted to 16,755 Class A common stock shares. As of March 31, 2022, and December 31, 2021, the Company owed less than $0.1 million, pursuant to this agreement, which is included in accounts payable in the accompanying March 31, 2022 and December 31, 2021 balance sheets. Exclusive Licensing Agreements: UM Agreement On November 20, 2014, the Company entered into an exclusive license agreement with UM for the use of certain stem cell aging-related frailty technology rights developed by the CSO while employed at UM. The Company recorded the value of the membership units issued to obtain this license agreement as an intangible asset. The Company is required to pay UM up to 3% of net sales on products or services developed from the technology. The agreement extends for up to 20 years from the last date a product or process is commercialized from the technology. Under the agreement, the Company is required to pay an annual fee to UM. On December 11, 2017, the November 20, 2014 agreement with UM was amended. The amendment provided that for a $5,000 fee the dates of the milestone completions were amended and replaced as follows: (a) by December 31, 2021, to have completed Phase II clinical trials for the products; and (b) by September 1, 2025, to have completed Phase III clinical trials for products. In addition, one-year extensions may be granted on these milestone dates by making a payment of $5,000. Upon completion of the Phase II clinical trials, a milestone payment of $250,000 is due. Upon completion of the Phase III clinical trials, a milestone payment of $750,000 is due. As of March 31, 2022, the Company had accrued $46,667 based on the terms of the agreement. In addition, on November 14, 2014, as required by the license agreement the Company issued 20,000 series C membership units valued at $0.5 million to UM. The Company recorded this $500,000 as an intangible asset that is amortized over the life of the license agreement which was defined as 20 years. The UM agreement was amended on March 3, 2021 to increase the license fee due to UM. The Company agreed to pay UM an additional fee, which will be recorded as legal costs, of $0.1 million, to defray patent costs, with $70,000 due within thirty (30) days of the effective date of the amendment, and the remainder to be paid in equal installments of $7,500 on the 2 nd rd th CD271 On December 22, 2016, the Company entered into an exclusive license agreement with an affiliated entity of Dr. Joshua Hare for the use of CD271 cellular therapy technology. The Company recorded the value of the cash consideration and membership units issued to obtain this license agreement as an intangible asset. The Company is required to pay as royalty, 1% of the annual net sales of the licensed product(s) used, leased, or sold by or for licensee or its sub-licensees. If the Company sublicenses the technology, it is also required to pay an amount equal to 10% of the net sales of the sub-licensees. In addition, on December 23, 2016, as required by the license agreement, the Company paid an initial fee of $250,000 to JMHMD, and issued to it 10,000 Series C Units, valued at $250,000. The $0.5 million of value provided to JMHMD for the license agreement, along with professional fees of approximately $27,000, were recorded as an intangible asset that is amortized over the life of the license agreement which was defined as 20 years. Further, expenses related to the furtherance of the CD271+ technology is being capitalized and amortized as incurred over 20 years. There were no license fees due during the three months ended March 31, 2022 or year ended December 31, 2021 pertaining to this agreement. Other Royalty Under the grant award agreement with the Alzheimer’s Association, the Company may be required to make revenue sharing or distribution of revenue payments for products or inventions generated or resulting from this clinical trial program. The potential payments, although not currently defined, could result in a maximum payment of five times (5x) the award amount. Contingencies – Legal On September 13, 2021, the Company and certain of our directors and officers were named as defendants in a securities lawsuit filed in the U.S. District Court for the Southern District of Florida and brought on behalf of a purported class. The suit alleges there were materially false and misleading statements made (or omissions of required information) in the Company’s initial public offering materials and in other disclosures during the period from our initial public offering on February 12, 2021, through August 12, 2021, in violation of the federal securities laws. The action seeks damages on behalf of a proposed class of purchasers of our Common Stock during said period. The Company believes, that these allegations are without merit and intends to vigorously defend against them. The Company has not determined losses resulting from this lawsuit as it is in the early stages and the ultimate outcome or range of losses, if any, cannot currently be determined. Contingencies – COVID-19 Pandemic The COVID-19 outbreak has adversely impacted, and could continue to adversely impact the Company’s ability to conduct business in the future. In December 2019, it was first reported that there had been an outbreak of a novel strain of coronavirus, SARS-CoV-2, COVID-19, in China. As the COVID-19 pandemic evolved, national and local governments enacted various measures, including travel restrictions or bans, restrictions on events or gatherings, temporary closure of non-essential businesses, “social distancing” requirements, vaccine and mask mandates, and various other requirements designed to slow the spread of COVID-19. While many of these measures have been eased, the extent, severity, and overall duration of the pandemic, including its phases of resurgence and the introduction of new variants, some of which may be more transmissible or virulent, are unknown. The impacts and potential impacts from the COVID-19 pandemic and associated protective measures that have had, continue to have, or could directly or indirectly have, a material adverse effect on our business include: ● impact to the financial markets; ● disruption in the ability to provide product in foreign markets; ● disruption on the ability to source materials; ● disruption in the ability to manufacture our product; ● delays or difficulties in completing the Company’s regulatory work; ● limitations on the Company’s employee resources ability to work, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people; and ● additional repercussions on the Company’s ability to operate its business. The global outbreak of COVID-19 continues to rapidly evolve. The extent to which COVID-19 will continue to impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, and the Company cannot provide any assurance that the ongoing pandemic will not have a material adverse impact on the Company’s operations or future results, or filings with regulatory health authorities. The Company continues to monitor how the COVID-19 pandemic is affecting the Company’s employees, business, and clinical trials. In response to the spread of COVID-19, the Company instructed all employees who could perform their essential employment duties from home to do so. The Company’s laboratory scientists, cell processing scientists and other manufacturing personnel continued to work from the Company GMP facility on a day-to-day basis, and as such cell production was minimally impacted. When the pandemic began to emerge in the U.S., most of the Company’s ongoing clinical trials had completed enrollment, however a few subjects that were currently on study and in follow-up experienced some difficulties in adhering to the protocol schedule. Because the Company primarily enrolls elderly subjects in the trials, who are at particular risk for poor outcomes related to COVID-19 infection, the Company experienced some disruption in executing the follow-up visits in Company protocols and the Company may continue to experience difficulty in enrolling elderly subjects in upcoming trials due to ongoing risk. While the Company believes the number of instances where a visit was missed completely is small, the Company cannot predict whether this will have a material impact on the Company clinical results in the future. If too many subjects drop-out or the protocol is no longer effective, the Company may have to restart the clinical trial entirely. |
Employee Benefits Plan
Employee Benefits Plan | 3 Months Ended |
Mar. 31, 2022 | |
Employee Benefits Plan [Member] | |
Employee Benefits Plan | 10. Employee Benefits Plan The Company sponsors a defined contribution employee benefit plan (the “Plan”) under the provisions of Section 401(k) of the Internal Revenue Code. The Plan covers substantially all full-time employees of the Company who have completed one year of service. Contributions to the Plan by the Company are at the discretion of the Board of Directors. The Company contributed approximately $32,000 and $16,000 to the Plan during the year ended March 31, 2022 and 2021, respectively. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 11. Loss Per Share Basic and diluted net loss per share have been computed using the weighted-average number of shares of common stock outstanding during the period. We have outstanding stock-based awards that are not used in the calculation of diluted net loss per share because to do so would be anti-dilutive. The following instruments (in thousands) were excluded from the calculation of diluted net loss per share because their effects would be antidilutive: Three months ended 2022 2021 Equity awards 610 869 Warrants 1,271 106 Total 1,881 975 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On April 4, 2022, the Company appointed K. Chris Min, M.D., Ph.D. as its Chief Medical Officer. Dr. Min’s employment agreement provides annual base salary of $350,000, and he will be eligible to receive a performance bonus equal to 30% of his base salary, prorated for his first year of employment. Dr. Min received a $60,000 signing bonus, with 50% of this amount paid in RSUs and 50% in stock options. Dr. Min also received two equity incentive awards; 150,000 RSUs and a stock option award exercisable for 50,000 shares. Each award will vest 25% upon the first year anniversary of his first day of employment with Longeveron, with 25% vesting thereafter on the second, third and fourth anniversaries of his employment. In each case, the vesting of the equity awards will be subject to Dr. Min’s continued service through the applicable vesting dates. RSUs shall be expensed on a quarterly basis at the rate of $0.1 million for the quarterly vesting amount of 9,375 RSUs, with a price per share of $12.85 (the closing price of the Company’s stock on April 4, 2022). Stock options shall be expensed based upon a Black-Scholes calculation, the price per share to be expensed was $11.34 and a total cost of $0.6 million would be expensed ratably over 48 months. On May 3, 2022, Geoff Green, the Company’s Chief Executive Officer (“CEO”) provided notice of his intention to step down from his position, effective June 1, 2022. In connection with Mr. Green’s departure, the Board of Directors has unanimously appointed Dr. Min to serve as interim CEO beginning June 1, 2022, until such time as a permanent successor has been identified. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation: The financial statements of the Company were prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net loss, shareholders’ equity or cash flows as previously reported. |
Use of estimates | Use of estimates: The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Accounting Standard Updates | Accounting Standard Updates In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740)”. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by clarifying and amending other areas of Topic 740. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2020. We adopted this ASU on January 1, 2021 with no material impact on our financial statements. A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, that the implementation of such proposed standards would have on the Company’s financial statements. |
Cash and cash equivalents | Cash and cash equivalents: The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. |
Short-term investments | Short-term investments: Short-term investments at March 31, 2022 and December 31, 2021 consisted of marketable fixed income securities, primarily corporate bonds, as well as U.S. Government and agency obligations which are categorized as trading securities and are thus marked to market and stated at fair value in accordance with ASC 820 Fair Value Measurement |
Accounts and grants receivable | Accounts and grants receivable: Accounts and grants receivable include amounts due from customers, granting institutions and others. The amounts as of March 31, 2022 and December 31, 2021 are certain to be collected, and no amount has been recognized for doubtful accounts. Maryland-TEDCO generally advance grant funds and therefore a receivable is not usually recognized. In addition, for the Clinical trial revenue, most participants pay in advance of treatment. Advanced grant funds and prepayments for the Clinical trial revenue are recorded to deferred revenue. Accounts and grants receivable by source, as of (in thousands): March 31, December 31, National Institutes of Health – Grant $ 96 $ 55 Total $ 96 $ 55 |
Deferred offering costs | Deferred offering costs: The Company recorded certain legal, professional and other third-party fees that were directly associated with in-process equity financings as deferred offering costs until the applicable equity financing was consummated. After consummation of an equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering. |
Property and equipment | Property and equipment: Property and equipment, including improvements that extend useful lives of related assets, are recorded at cost, while maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the original term of the lease. Depreciation expense is recorded in the research and development line of the Statement of Operations as the assets are primarily related to the Company’s clinical programs. |
Intangible assets | Intangible assets: Intangible assets include payments on license agreements with the Company’s co-founder and chief scientific officer (“CSO”) and the University of Miami (“UM”) (see Note 9) and legal costs incurred related to patents and trademarks. License agreements have been recorded at the value of cash consideration, common stock and membership units transferred to the respective parties when acquired. Payments for license agreements are amortized using the straight-line method over the estimated term of the agreements, which range from 5-20 years. Patents are amortized over their estimated useful life, once issued. The Company considers trademarks to have an indefinite useful life and evaluates them for impairment on an annual basis. Amortization expense is recorded in the research and development line of the Statement of Operations as the assets are primarily related to the Company’s clinical programs. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets: The Company evaluates long-lived assets for impairment, including property and equipment and intangible assets, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus the residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated fair value. Any resulting impairment loss is reflected on the statements of operations. Upon evaluation, management determined that there was no impairment of long-lived assets during the three months ended March 31, 2022 and 2021. |
Deferred revenue | Deferred revenue: The unearned portion of advanced grant funds and prepayments for Clinical trial revenue, which will be recognized as revenue when the Company meets the respective performance obligations, has been presented as deferred revenue in the accompanying balance sheets. For the three months ended March 31, 2022 and 2021, the Company recognized $19,000 and nil |
Revenue recognition | Revenue recognition: The Company recognizes revenue when performance obligations related to respective revenue streams are met. For Grant revenue, the Company considers the performance obligation met when the grant related expenses are incurred, or supplies and materials are received. The Company is paid in tranches pursuant to terms of the related grant agreements, and then applies payments based on regular expense reimbursement submissions to grantors. There are no remaining performance obligations or variable consideration once grant expense reporting to the grantor is complete. For Clinical trial revenue, the Company considers the performance obligation met when the participant has received the treatment. The Company usually receives prepayment for these services or receives payment at the time the treatment is provided, and there are no remaining performance obligations or variable consideration once the participant received the treatment. For Contract manufacturing revenue, the Company considers the performance obligation met when the contractual obligation and/or statement of work has been satisfied. Payment terms may vary depending on specific contract terms. There are no significant judgments affecting the determination of the amount and timing of revenue recognition. Revenue by source (in thousands): Three months ended 2022 2021 National Institutes of Health – Grant $ 41 $ - Clinical trial revenue 310 165 Alzheimer’s Association – Grant - 170 Maryland – TEDCO – Grant 1 19 41 Total $ 370 $ 376 1 Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO) The Company records cost of revenues based on expenses directly related to revenue. For Grants, the Company records allocated expenses for Research and development costs to a grant as a cost of revenues. For the Clinical trial revenue directly related expenses for that program are expensed as incurred. These expenses are similar to those described under “Research and development expense” below. |
Research and development expense | Research and development expense: Research and development costs are charged to expense when incurred in accordance with ASC 730 Research and Development |
Concentrations of credit risk | Concentrations of credit risk: Financial instruments which potentially subject the Company to credit risk consist principally of cash and cash equivalents, short-term investments and accounts and grants receivable. Cash and cash equivalents are held in U.S. financial institutions. At times, the Company may maintain balances in excess of the federally insured amounts. |
Income taxes | Income taxes: Prior to its Corporate Conversion, the Company was treated as a partnership for U.S. federal and state income tax purposes. Consequently, the Company passed its earnings and losses through to its members based on the terms of the Company’s Operating Agreement. Accordingly, no provision for income taxes is recorded in the financial statements for periods prior to the conversion. Following the Corporate Conversion, the Company's tax provision consists of taxes currently payable or receivable, plus any change during the period in deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company's tax provision was $0 for the three months ended March 31, 2022 and 2021 due to net operating losses. The Company has not recorded any tax benefit for the net operating losses incurred due to the uncertainty of realizing a benefit in the future. The Company recognizes the tax benefits from uncertain tax positions that the Company has taken or expects to take on a tax return. In the unlikely event an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by a taxing authority. Reserves for uncertain tax positions would then be recorded if the Company determined it is probable that either a position would not be sustained upon examination or a payment would have to be made to a taxing authority and the amount was reasonably estimable. As of March 31, 2022 and December 31, 2021, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authority. It is the Company’s policy to expense any interest and penalties associated with its tax obligations when they are probable and estimable. |
Equity-based compensation | Equity-based compensation: The Company accounts for equity-based compensation expense by the measurement and recognition of compensation expense for stock-based awards based on estimated fair values on the date of grant. The fair value of the options is estimated at the date of the grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of highly subjective assumptions, the most significant of which are the expected share price volatility, the expected life of the option award, the risk-free rate of return, and dividends during the expected term. Because the option-pricing model is sensitive to changes in the input assumptions, different determinations of the required inputs may result in different fair value estimates of the options. Neither the Company’s stock options nor its restricted stock units (“RSUs”) trade on an active market. Volatility is a measure of the amount by which a financial variable, such as a stock price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. Given the Company’s limited historical data, the Company utilizes the average historical volatility of similar publicly traded companies that are in the same industry. The risk-free interest rate is the average U.S. treasury rate (having a term that most closely approximates the expected life of the option) for the period in which the option was granted. The expected life is the period of time that the options granted are expected to remain outstanding. Options granted have a maximum term of ten years. The Company had insufficient historical data to utilize in determining its expected life assumptions and, therefore, uses the simplified method for determining expected life. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss was equal to net loss for the three months ended March 31, 2022 and 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of accounts and grants receivable | March 31, December 31, National Institutes of Health – Grant $ 96 $ 55 Total $ 96 $ 55 |
Schedule of revenue | Three months ended 2022 2021 National Institutes of Health – Grant $ 41 $ - Clinical trial revenue 310 165 Alzheimer’s Association – Grant - 170 Maryland – TEDCO – Grant 1 19 41 Total $ 370 $ 376 |
Short-term investments (Tables)
Short-term investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Short-Term Investments [Abstract] | |
Schedule of short-term investments | Fair Value at March 31, 2022 Level 1 Level 2 Level 3 Total U.S. Treasury obligations 398,039 - - 398,039 U.S. government agencies - 1,207,746 - 1,207,746 Corporate and foreign bonds - 6,842,936 - 6,842,936 Money market funds (1) 1,334,906 - - 1,334,906 Total short-term investments $ 1,732,945 $ 8,050,682 $ - $ 9,783,627 (1) Money market funds are included in cash and cash equivalents in the balance sheet. Fair Value at December 31, 2021 Level 1 Level 2 Level 3 Total U.S. Treasury obligations 401,290 - - 401,290 U.S. government agencies - 1,424,477 - 1,424,477 Corporate and foreign bonds - 7,507,705 - 7,507,705 Money market funds 2 576,742 - - 576,742 Total short-term investments $ 978,032 $ 8,932,182 $ - $ 9,910,214 (2) Money market funds are included in cash and cash equivalents in the balance sheet. |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of major components of property and equipment | Useful Lives March 31, December 31, Leasehold improvements 10 years $ 4,318 $ 4,318 Furniture/Lab equipment 7 years 1,770 1,724 Computer equipment 5 years 28 28 Software/Website 3 years 38 38 Total property and equipment 6,154 6,108 Less accumulated depreciation and amortization 3,188 3,046 Property and equipment, net $ 2,966 $ 3,062 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of major components intangible assets | Useful Lives Cost Accumulated Total License agreements 20 years $ 2,043 $ (517 ) $ 1,526 Patent Costs 686 - 686 Trademark costs 149 - 149 Total $ 2,878 $ (517 ) $ 2,361 Useful Lives Cost Accumulated Total License agreements 20 years $ 2,043 $ (473 ) $ 1,570 Patent Costs 615 - 615 Trademark costs 149 - 149 Total $ 2,807 $ (473 ) $ 2,334 |
Schedule of future amortization expense | Year Ending December 31, Amount 2022 (remaining 9 months) $ 168 2023 224 2024 224 2025 224 2026 224 Thereafter 462 Total $ 1,526 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of future minimum payments under the operating leases | Year Ending December 31, Amount 2022 (remaining nine months) $ 506 2023 687 2024 702 2025 718 2026 735 Thereafter 185 Total 3,533 Less: Interest 523 Present Value of Lease Liability $ 3,010 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of RSU activity | Number of Outstanding at December 31, 2021 196,751 RSU granted - RSUs vested 44,006 RSUs converted to Class A common stock (35,256 ) RSU expired/forfeited - Outstanding at March 31, 2022 205,501 |
Schedule of issued and outstanding options | Number of Stock Stock options vested (based on ratable vesting) 56,762 Stock options unvested 353,313 Total stock options outstanding at March 31, 2022 410,075 Number of Stock Stock options vested (based on ratable vesting) 59,773 Stock options unvested 244,676 Total stock options outstanding at December 31, 2021 304,449 |
Schedule of stock option activity | Number of Stock Weighted Average Outstanding at December 31, 2021 304,449 $ 5.96 Options granted 106,825 $ 8.05 Options exercised - - Options expired/forfeited (1,199 ) $ 5.79 Outstanding at March 31, 2022 410,075 $ 6.51 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of diluted net loss per share | Three months ended 2022 2021 Equity awards 610 869 Warrants 1,271 106 Total 1,881 975 |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation, and Liquidity (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 03, 2021 | Mar. 15, 2021 | Feb. 12, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 03, 2022 | Dec. 31, 2021 |
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | |||||||
Total number of share | 1,169,288 | ||||||
Recurring loss | $ 3.5 | $ 3.1 | |||||
Accumulated deficit | (47.4) | ||||||
Cash and cash equivalents | 22.1 | ||||||
Short term investments | $ 8.5 | ||||||
Initial Public Offering [Member] | |||||||
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | |||||||
Sale of stock price, per share | $ 29,614 | ||||||
Purchase additional shares of public offering | 399,000 | ||||||
Private Placement [Member] | |||||||
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | |||||||
Purchase price | $ 17.5 | ||||||
Exercise price | $ 17.5 | ||||||
Purchase price amount | $ 20.5 | ||||||
Class B Common Stock [Member] | |||||||
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Class A Common Stock [Member] | |||||||
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||||||
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | |||||||
Common Stock, par value | $ 0.001 | ||||||
Sale of stock | 2,660,000 | ||||||
Sale of stock price, per share | $ 10 | ||||||
Gross proceeds of initial public offering | $ 26.6 | ||||||
Class A Common Stock [Member] | Over-Allotment Option [Member] | |||||||
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | |||||||
Sale of stock | 250,000 | ||||||
Sale of stock price, per share | $ 10 | ||||||
Gross proceeds of initial public offering | $ 2.5 | ||||||
Class A Common Stock [Member] | Private Placement [Member] | |||||||
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | |||||||
Exercise price | $ 17.5 | ||||||
Share purchase | 46,722 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Tax provision | $ 0 | $ 0 |
Options granted maximum term | 10 years | |
Minimum [Member] | Finite-Lived Intangible Assets [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
intangible assets estimated useful life | 5 years | |
Maximum [Member] | Finite-Lived Intangible Assets [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
intangible assets estimated useful life | 20 years | |
Clinical trial revenue [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Revenue | $ 19,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of accounts and grants receivable - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts and grants receivable | $ 96 | $ 55 |
National Institutes of Health – Grant [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts and grants receivable | $ 96 | $ 55 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of revenue - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 370 | $ 376 | |
National Institutes of Health – Grant [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 41 | ||
Clinical trial revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 310 | 165 | |
Alzheimer’s Association – Grant [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 170 | ||
Maryland – TEDCO – Grant [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | [1] | $ 19 | $ 41 |
[1] | Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO) |
Short-term investments (Details
Short-term investments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Shortterm Investments [Abstract] | ||
Accrued interest | $ 57,064 | $ 52,484 |
Short-term investments (Detai_2
Short-term investments (Details) - Schedule of short-term investments - Short-Term Investments [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of Held-to-Maturity Securities [Line Items] | |||
U.S. Treasury obligations | $ 398,039 | $ 401,290 | |
U.S. government agencies | 1,207,746 | 1,424,477 | |
Corporate and foreign bonds | 6,842,936 | 7,507,705 | |
Money market funds | [1] | 1,334,906 | 576,742 |
Total short-term investments | 9,783,627 | 9,910,214 | |
Level 1 [Member] | |||
Schedule of Held-to-Maturity Securities [Line Items] | |||
U.S. Treasury obligations | 398,039 | 401,290 | |
U.S. government agencies | |||
Corporate and foreign bonds | |||
Money market funds | [1] | 1,334,906 | 576,742 |
Total short-term investments | 1,732,945 | 978,032 | |
Level 2 [Member] | |||
Schedule of Held-to-Maturity Securities [Line Items] | |||
U.S. Treasury obligations | |||
U.S. government agencies | 1,207,746 | 1,424,477 | |
Corporate and foreign bonds | 6,842,936 | 7,507,705 | |
Money market funds | [1] | ||
Total short-term investments | 8,050,682 | 8,932,182 | |
Level 3 [Member] | |||
Schedule of Held-to-Maturity Securities [Line Items] | |||
U.S. Treasury obligations | |||
U.S. government agencies | |||
Corporate and foreign bonds | |||
Money market funds | [1] | ||
Total short-term investments | |||
[1] | Money market funds are included in cash and cash equivalents in the balance sheet. |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 0.1 | $ 0.2 |
Property and equipment, net (_2
Property and equipment, net (Details) - Schedule of major components of property and equipment - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,154 | $ 6,108 |
Less accumulated depreciation and amortization | 3,188 | 3,046 |
Property and equipment, net | $ 2,966 | 3,062 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 10 years | |
Property and equipment, gross | $ 4,318 | 4,318 |
Furniture/Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 7 years | |
Property and equipment, gross | $ 1,770 | 1,724 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 5 years | |
Property and equipment, gross | $ 28 | 28 |
Software/Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 3 years | |
Property and equipment, gross | $ 38 | $ 38 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense related to intangible assets | $ 0.1 | $ 0.1 |
Intangible assets, net (Detai_2
Intangible assets, net (Details) - Schedule of major components intangible assets - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Intangible assets, net (Details) - Schedule of major components intangible assets [Line Items] | ||
Cost | $ 2,878 | $ 2,807 |
Accumulated amortization | (517) | (473) |
Intangible assets | 2,361 | 2,334 |
Patent Costs [Member] | ||
Intangible assets, net (Details) - Schedule of major components intangible assets [Line Items] | ||
Cost | 686 | 615 |
Intangible assets | $ 686 | $ 615 |
License Agreements [Member] | ||
Intangible assets, net (Details) - Schedule of major components intangible assets [Line Items] | ||
Useful lives | 20 years | 20 years |
Cost | $ 2,043 | $ 2,043 |
Accumulated amortization | (517) | (473) |
Intangible assets | 1,526 | 1,570 |
Trademark Costs [Member] | ||
Intangible assets, net (Details) - Schedule of major components intangible assets [Line Items] | ||
Cost | 149 | 149 |
Intangible assets | $ 149 | $ 149 |
Intangible assets, net (Detai_3
Intangible assets, net (Details) - Schedule of future amortization expense $ in Thousands | Mar. 31, 2022USD ($) |
Schedule of future amortization expense [Abstract] | |
2022 (remaining 9 months) | $ 168 |
2023 | 224 |
2024 | 224 |
2025 | 224 |
2026 | 224 |
Thereafter | 462 |
Total | $ 1,526 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Lease [Abstract] | ||
Right of use asset | $ 1,700 | $ 1,800 |
Right of use liability | 3,000 | 3,100 |
Lease costs | 300 | $ 300 |
Monthly payments | 10,000 | |
Sublease income | $ 30,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of future minimum payments under the operating leases $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule of future minimum payments under the operating leases [Abstract] | |
2022 (remaining nine months) | $ 506 |
2023 | 687 |
2024 | 702 |
2025 | 718 |
2026 | 735 |
Thereafter | 185 |
Total | 3,533 |
Less: Interest | 523 |
Present Value of Lease Liability | $ 3,010 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 05, 2022 | Jan. 03, 2022 | Nov. 30, 2021 | Jan. 29, 2021 | Mar. 31, 2022 | Nov. 30, 2021 | Dec. 31, 2021 | Feb. 12, 2022 | Oct. 01, 2021 | Aug. 12, 2021 | Mar. 15, 2021 | Feb. 12, 2021 |
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Taxes Payable (in Dollars) | $ 92,000 | |||||||||||
Liability tax (in Dollars) | 14,000 | |||||||||||
Income tax paid (in Dollars) | $ 106,000 | |||||||||||
Common stock shares | 10,627 | |||||||||||
Common stock shares description | Also, during the year ended December 31, 2021, the Company issued 61,379 and 110,387 unregistered shares of Class A Common Stock, with an aggregate value of less than $0.5 million and $0.8 million, respectively, as payment under consulting and license agreements. During the year ended December 31, 2021, 1,812 stock options were exercised for Class A Common Stock shares at an average exercise price of $5.73 for $10,383. Also, during the year ended December 31, 2021, 51,061 warrants were exercised for Class A Common Stock shares at an exercise price of $12.00 for $612,732. | |||||||||||
Directors vested description | a total of 35,256 RSUs granted to employees and directors vested, of which 33,022 were held by Company employees. RSUs are taxable upon vesting based on the market value on the date of vesting. The Company is required to make mandatory tax withholding for the payment and satisfaction of income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations that arise by reason of vesting of an RSU. The taxable income is calculated by multiplying the number of vested RSUs for each individual by the $3.65 closing price as of the vesting date (October 1, 2021) and a tax liability is calculated based on each individual’s tax bracket. As a result, on October 5, 2021, the Company recorded a tax liability of $452,000 for the employees and a corresponding tax liability for the Company of $38,000. In total, the Company paid $489,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 123,662 Class A Common Stock shares owned by the Company’s employees upon vesting. | |||||||||||
Conversion of outstanding shares | 9 | |||||||||||
Voting per share description | Holders of Class A Common Stock generally have rights identical to holders of Class B Common Stock, except that holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to five (5) votes per share. | |||||||||||
Warrants exercise price per share (in Dollars per share) | $ 17.5 | $ 17.5 | ||||||||||
underwriters warrants | 95,760 | |||||||||||
Warrants exercised | 51,061 | |||||||||||
Warrants expire term | 5 years | |||||||||||
Warrants [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Fair value of warrants (in Dollars) | $ 500 | |||||||||||
IPO [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Shares issued | 35,246 | |||||||||||
Public offering price per share (in Dollars per share) | $ 29,614 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock par value (in Dollars per share) | $ 8,750 | |||||||||||
Conversion of stock, shares issued | 338,030 | |||||||||||
Conversion of outstanding shares | 855,247 | 16,755 | ||||||||||
Shareholder exchange | 117,772 | |||||||||||
Warrants exercise price per share (in Dollars per share) | $ 17.5 | $ 17.5 | ||||||||||
Exercise price per share (in Dollars per share) | $ 12 | |||||||||||
Exercise warrants amount (in Dollars) | $ 612,732 | |||||||||||
Warrants issued to investors | 1,169,288 | |||||||||||
Shares issued | 46,722 | 46,722 | ||||||||||
Class A Common Stock [Member] | Warrants [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Warrants to purchase of common stock shares | 106,400 | |||||||||||
Warrants exercise price per share (in Dollars per share) | $ 12 | |||||||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Public offering price per share (in Dollars per share) | $ 10 | |||||||||||
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Public offering price per share (in Dollars per share) | $ 10 | |||||||||||
Sale of stock issued | 12.09 | |||||||||||
Series C Units [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Conversion of stock, shares issued | 1,130 | |||||||||||
Aggregate value (in Dollars) | $ 100 | |||||||||||
Conversion of outstanding shares | 62,764 | |||||||||||
Class B Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Outstanding shares conversion | 2,000,000 | |||||||||||
Conversion of outstanding shares | 15,702,834 | |||||||||||
Shareholder exchange | 117,772 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) | Mar. 14, 2022 | Jan. 06, 2022 | Jul. 20, 2021 | Jan. 29, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Equity Incentive Plan (Details) [Line Items] | |||||||
RSUs grant (in Shares) | 410,075 | 304,449 | |||||
RSUs converted (in Shares) | 9 | ||||||
Increments, percentage | 25.00% | ||||||
Cash | $ 22,100,000 | ||||||
Fair market value | $ 6,080 | ||||||
RSUs outstanding (in Shares) | 205,051 | 196,751 | |||||
Outstanding common stock shares | 5.00% | ||||||
dividend yield | 0.00% | ||||||
Expected life | 10 years | ||||||
Volatility | 95.00% | ||||||
Issued and outstanding options (in Shares) | 410,075 | ||||||
Weighted average exercise price (in Dollars per share) | $ 6.51 | $ 5.96 | |||||
Stock option issued and outstanding (in Shares) | 304,449 | ||||||
Weighted average exercise price (in Dollars per share) | $ 5.96 | ||||||
Granted awards (in Shares) | 22,000 | 84,825 | |||||
Vesting period | 25.00% | 25.00% | |||||
Exercise price (in Dollars per share) | $ 5.94 | $ 10 | |||||
Calculation price (in Dollars per share) | $ 5.23 | $ 8.78 | |||||
Total cost | $ 100,000 | $ 700,000 | |||||
Expensed ratably over | 48 months | 48 months | |||||
Equity based compensation expense | $ 500,000 | $ 1,300,000 | |||||
Unrecognized equity based compensation | $ 3,600,000 | ||||||
Maturity term | 3 years 9 months | ||||||
Maximum [Member] | |||||||
Equity Incentive Plan (Details) [Line Items] | |||||||
RSUs vest grant date | 50.00% | ||||||
Risk-free interest rate | 2.14% | ||||||
Minimum [Member] | |||||||
Equity Incentive Plan (Details) [Line Items] | |||||||
RSUs vest grant date | 25.00% | ||||||
Risk-free interest rate | 1.23% | ||||||
Series C [Member] | |||||||
Equity Incentive Plan (Details) [Line Items] | |||||||
RSUs grant (in Shares) | 159,817 | ||||||
Class A Common Stock [Member] | |||||||
Equity Incentive Plan (Details) [Line Items] | |||||||
RSUs converted (in Shares) | 855,247 | 16,755 | |||||
Mr. Green [Member] | |||||||
Equity Incentive Plan (Details) [Line Items] | |||||||
Bonus for the completion | 100,000,000 | ||||||
Mr. Green [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Equity Incentive Plan (Details) [Line Items] | |||||||
Cash | $ 8,223,000 | ||||||
Mr. Lehr [Member] | |||||||
Equity Incentive Plan (Details) [Line Items] | |||||||
Bonus for the completion | 75,000,000 | ||||||
Mr. Lehr [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Equity Incentive Plan (Details) [Line Items] | |||||||
Cash | 6,167,000 | ||||||
Dr. Hare [Member] | |||||||
Equity Incentive Plan (Details) [Line Items] | |||||||
Bonus for the completion | $ 75,000,000 | ||||||
Dr. Hare [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Equity Incentive Plan (Details) [Line Items] | |||||||
Cash | $ 12,335,000 |
Equity Incentive Plan (Detail_2
Equity Incentive Plan (Details) - Schedule of RSU activity | 3 Months Ended |
Mar. 31, 2022shares | |
Schedule of RSU activity [Abstract] | |
Outstanding at December 31, 2021 | 196,751 |
RSU granted | |
RSUs vested | 44,006 |
RSUs converted to Class A common stock | (35,256) |
RSU expired/forfeited | |
Outstanding at March 31, 2022 | 205,501 |
Equity Incentive Plan (Detail_3
Equity Incentive Plan (Details) - Schedule of issued and outstanding options - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Equity Incentive Plan (Details) - Schedule of issued and outstanding options [Line Items] | ||
Total stock options granted | 410,075 | 304,449 |
Stock options vested [Member] | ||
Equity Incentive Plan (Details) - Schedule of issued and outstanding options [Line Items] | ||
Total stock options granted | 56,762 | 59,773 |
Stock options unvested [Member] | ||
Equity Incentive Plan (Details) - Schedule of issued and outstanding options [Line Items] | ||
Total stock options granted | 353,313 | 244,676 |
Equity Incentive Plan (Detail_4
Equity Incentive Plan (Details) - Schedule of stock option activity | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Number of Stock Options, Outstanding beginning | shares | 304,449 |
Weighted Average Exercise Price, Outstanding beginning | $ / shares | $ 5.96 |
Number of Stock Options, Options granted | shares | 106,825 |
Weighted Average Exercise Price, Options granted | $ / shares | $ 8.05 |
Number of Stock Options, Options exercised | shares | |
Weighted Average Exercise Price, Options exercised | $ / shares | |
Number of Stock Options, Options expired/forfeited | shares | (1,199) |
Weighted Average Exercise Price, Options expired/forfeited | $ / shares | $ 5.79 |
Number of Stock Options, Outstanding ending | shares | 410,075 |
Weighted Average Exercise Price, Outstanding ending | $ / shares | $ 6.51 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 03, 2021 | Jan. 29, 2021 | Mar. 27, 2015 | Nov. 20, 2014 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 16, 2022 | Dec. 31, 2021 | Nov. 22, 2019 | Dec. 31, 2017 |
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Account payable, other | $ 100,000 | $ 100,000 | ||||||||
Company expense | $ 491,000 | $ 1,265,000 | ||||||||
Incentive units | 50.00% | |||||||||
Shares issued (in Shares) | 820 | |||||||||
Aggregate of accrued technology services | $ 200,000 | |||||||||
Converted shares (in Shares) | 9 | |||||||||
Licensing agreement, description | The Company is required to pay UM up to 3% of net sales on products or services developed from the technology. The agreement extends for up to 20 years from the last date a product or process is commercialized from the technology. Under the agreement, the Company is required to pay an annual fee to UM. On December 11, 2017, the November 20, 2014 agreement with UM was amended. The amendment provided that for a $5,000 fee the dates of the milestone completions were amended and replaced as follows: (a) by December 31, 2021, to have completed Phase II clinical trials for the products; and (b) by September 1, 2025, to have completed Phase III clinical trials for products. In addition, one-year extensions may be granted on these milestone dates by making a payment of $5,000. Upon completion of the Phase II clinical trials, a milestone payment of $250,000 is due. Upon completion of the Phase III clinical trials, a milestone payment of $750,000 is due. As of March 31, 2022, the Company had accrued $46,667 based on the terms of the agreement. In addition, on November 14, 2014, as required by the license agreement the Company issued 20,000 series C membership units valued at $0.5 million to UM. The Company recorded this $500,000 as an intangible asset that is amortized over the life of the license agreement which was defined as 20 years. | |||||||||
Legal fees | $ 100,000 | |||||||||
Defray patent costs | 70,000,000 | |||||||||
Installments paid | $ 7,500,000 | |||||||||
Issuance of additional unregistered shares (in Shares) | 110,387 | |||||||||
Series C Units [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 410 | 1,901 | ||||||||
Class A Common Stock [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Converted shares (in Shares) | 855,247 | 16,755 | ||||||||
Master Services Agreements [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Expenditure amount | $ 3,600,000 | |||||||||
Account payable, other | $ 1,000,000 | |||||||||
Consulting Services Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Company expense | $ 265,000,000 | |||||||||
Accrued balance | $ 200,000 | |||||||||
Board of Directors Chairman [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Advance amount | $ 10,000 |
Employee Benefits Plan (Details
Employee Benefits Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Company contribution | $ 32,000 | $ 16,000 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of calculation of diluted net loss per share - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of calculation of diluted net loss per share [Abstract] | ||
Equity awards | $ 610 | $ 869 |
Warrants | 1,271 | 106 |
Total | $ 1,881 | $ 975 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Apr. 04, 2022USD ($)$ / sharesshares |
Subsequent Events (Details) [Line Items] | |
Annual base salary | $ 350,000,000 |
Percentage of bonus | 30.00% |
Incentive awards amount | $ 150,000 |
Stock option award exercisable (in Shares) | shares | 50,000 |
Award will vest rate | 25.00% |
Vesting thereafter on the second rate | 25.00% |
Price per share (in Dollars per share) | $ / shares | $ 11.34 |
Total cost | $ 600,000 |
Expensed ratably over term | 48 years |
RSUs [Member] | |
Subsequent Events (Details) [Line Items] | |
Expensed amount | $ 100,000 |
Quarterly vesting amount | $ 9,375 |
Price per share (in Dollars per share) | $ / shares | $ 12.85 |
Dr. Min [Member] | |
Subsequent Events (Details) [Line Items] | |
Signing bonus | $ 60,000 |
Signing bonus rate | 50.00% |
Stock options percentage | 50.00% |