Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 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 | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 001-40060 | |
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 $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,057,320 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 14,961,085 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 13,574,000 | $ 25,658,000 |
Short-term investments at fair value (cost of $9,063 and $9,471 at September 30, 2022, and December 31, 2021, respectively) | 8,742,000 | 9,385,000 |
Prepaid expenses and other current assets | 744,000 | 282,000 |
Accounts and grants receivable | 177,000 | 55,000 |
Total current assets | 23,237,000 | 35,380,000 |
Property and equipment, net | 3,064,000 | 3,062,000 |
Intangible assets, net | 2,373,000 | 2,334,000 |
Right-of-use (ROU) asset | 1,604,000 | 1,813,000 |
Other assets | 237,000 | 177,000 |
Total assets | 30,515,000 | 42,766,000 |
Current liabilities: | ||
Accounts payable | 527,000 | 645,000 |
Accrued expenses | 728,000 | 1,327,000 |
Current portion of lease liability | 557,000 | 537,000 |
Estimated lawsuit liability | 1,398,000 | |
Deferred revenue | 505,000 | 199,000 |
Total current liabilities | 3,715,000 | 2,708,000 |
Long-term liabilities: | ||
Lease liability | 2,185,000 | 2,605,000 |
Total long-term liabilities | 2,185,000 | 2,605,000 |
Total liabilities | 5,900,000 | 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 September 30, 2022, and December 31, 2021. | ||
Class A Common Stock, $0.001 par value per share, 84,295,000 shares authorized, 5,941,367 shares issued and outstanding at September 30, 2022: 5,175,361 issued and outstanding, at December 31, 2021 | 6,000 | 5,000 |
Class B Common Stock, $0.001 par value per share, 15,705,000 shares authorized, 15,061,085 shares issued and outstanding at September 30, 2022: 15,702,834 issued and outstanding, at December 31, 2021 | 15,000 | 16,000 |
Additional paid-in capital | 83,010,000 | 81,470,000 |
Stock subscription receivable | (100,000) | (100,000) |
Accumulated deficit | (58,316,000) | (43,938,000) |
Total stockholders’ equity | 24,615,000 | 37,453,000 |
Total liabilities and stockholders’ equity | $ 30,515,000 | $ 42,766,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Short-term investments fair value cost (in Dollars) | $ 9,063 | $ 9,471 |
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 | 5,941,367 | 5,175,361 |
Common stock, shares outstanding | 5,941,367 | 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 | 15,061,085 | 15,702,834 |
Common stock, shares outstanding | 15,061,085 | 15,702,834 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Clinical trial revenue | $ 210 | $ 164 | $ 860 | $ 543 |
Grant revenue | 55 | 68 | 241 | 554 |
Total revenues | 265 | 232 | 1,101 | 1,097 |
Cost of revenues | 173 | 68 | 549 | 576 |
Gross profit | 92 | 164 | 552 | 521 |
Operating expenses | ||||
General and administrative | 2,074 | 2,996 | 6,481 | 8,454 |
Research and development | 2,960 | 2,048 | 6,107 | 5,359 |
Selling and marketing | 245 | 25 | 766 | 132 |
Total operating expenses | 5,279 | 5,069 | 13,354 | 13,945 |
Loss from operations | (5,187) | (4,905) | (12,802) | (13,424) |
Other (expense) and income | ||||
Non-operating Lawsuit expense | (1,398) | |||
Forgiveness of Paycheck Protection Program loan | 300 | |||
Interest expense | (1) | (1) | (3) | |
Other (expense) income, net | (57) | 51 | (177) | 151 |
Total other (expenses) and income, net | (57) | 50 | (1,576) | 448 |
Net loss | $ (5,244) | $ (4,855) | $ (14,378) | $ (12,976) |
Basic and diluted net loss per share (in Dollars per share) | $ (0.25) | $ (0.25) | $ (0.69) | $ (0.7) |
Basic and diluted weighted average common shares outstanding (in Shares) | 21,001,613 | 19,115,152 | 20,952,569 | 18,543,024 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Diluted net loss per share (in Dollars per share) | $ (0.25) | $ (0.25) | $ (0.69) | $ (0.70) |
Diluted weighted average common shares outstanding (in Shares) | 21,001,613 | 19,115,152 | 20,952,569 | 18,543,024 |
Condensed Statements of Member_
Condensed Statements of Member’s Equity and Stockholders’ Equity (Unaudited) - USD ($) | Series A Units | Series B Units | Series C Units | Class A Common Stock | Class B Common 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 | 1,239,000 | 1,239,000 | |||||||
Class A Common Stock, issued for consulting (in Shares) | 169,766 | ||||||||
Equity-based compensation | 5,979,000 | 5,979,000 | |||||||
Net loss | (12,976,000) | (12,976,000) | |||||||
Balance at Sep. 30, 2021 | $ 3,000 | $ 16,000 | (100,000) | 62,283,000 | (39,869,000) | 22,333,000 | |||
Balance (in Shares) at Sep. 30, 2021 | 3,417,796 | 15,702,834 | |||||||
Balance at Jun. 30, 2021 | $ 3,000 | $ 16,000 | (100,000) | 59,745,000 | (35,014,000) | 24,650,000 | |||
Balance (in Shares) at Jun. 30, 2021 | 3,411,796 | 15,702,834 | |||||||
Class A Common Stock, issued for consulting | 42,000 | 42,000 | |||||||
Class A Common Stock, issued for consulting (in Shares) | 6,000 | ||||||||
Equity-based compensation | 2,496,000 | 2,496,000 | |||||||
Net loss | (4,855,000) | (4,855,000) | |||||||
Balance at Sep. 30, 2021 | $ 3,000 | $ 16,000 | (100,000) | 62,283,000 | (39,869,000) | 22,333,000 | |||
Balance (in Shares) at Sep. 30, 2021 | 3,417,796 | 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 | $ 1,000 | $ (1,000) | |||||||
Conversion of Class B common stock for Class A common stock (in Shares) | 641,749 | (641,749) | |||||||
Class A Common Stock, issued for RSUs vested | |||||||||
Class A Common Stock, issued for RSUs vested (in Shares) | 152,117 | ||||||||
Class A Common Stock, held for taxes on RSUs vested consulting | (321,000) | (321,000) | |||||||
Class A Common Stock, held for taxes on RSUs vested consulting (in Shares) | (28,232) | ||||||||
Class A Common Stock Options Exercised | |||||||||
Class A Common Stock Options Exercised (in Shares) | 374 | ||||||||
Equity-based compensation | 1,861,000 | 1,861,000 | |||||||
Net loss | (14,378,000) | (14,378,000) | |||||||
Balance at Sep. 30, 2022 | $ 6,000 | $ 15,000 | (100,000) | 83,010,000 | (58,316,000) | 24,615,000 | |||
Balance (in Shares) at Sep. 30, 2022 | 5,941,367 | 15,061,085 | |||||||
Balance at Jun. 30, 2022 | $ 6,000 | $ 15,000 | (100,000) | 82,532,000 | (53,072,000) | 29,381,000 | |||
Balance (in Shares) at Jun. 30, 2022 | 5,925,935 | 15,061,085 | |||||||
Conversion of Class B common stock for Class A common stock | |||||||||
Class A Common Stock, issued for RSUs vested | |||||||||
Class A Common Stock, issued for RSUs vested (in Shares) | 20,158 | ||||||||
Class A Common Stock, held for taxes on RSUs vested consulting | (27,000) | (27,000) | |||||||
Class A Common Stock, held for taxes on RSUs vested consulting (in Shares) | (4,726) | ||||||||
Class A Common Stock Options Exercised | |||||||||
Class A Common Stock Options Exercised (in Shares) | |||||||||
Equity-based compensation | 505,000 | 505,000 | |||||||
Net loss | (5,244,000) | (5,244,000) | |||||||
Balance at Sep. 30, 2022 | $ 6,000 | $ 15,000 | $ (100,000) | $ 83,010,000 | $ (58,316,000) | $ 24,615,000 | |||
Balance (in Shares) at Sep. 30, 2022 | 5,941,367 | 15,061,085 |
Condensed Statements of Membe_2
Condensed Statements of Member’s Equity and Stockholders’ Equity (Unaudited) (Parentheticals) $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
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 | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (14,378) | $ (12,976) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 657 | 682 |
Forgiveness of Paycheck Protection Program loan | (303) | |
Change in fair value of short-term investments | 170 | (8) |
Equity issued for consulting services | 170 | 299 |
Equity-based compensation | 1,691 | 5,978 |
Non-operating Lawsuit expense | 1,398 | |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable | (123) | 250 |
Prepaid expenses and other current assets | (461) | (472) |
Other assets | (61) | |
Accounts payable | (41) | (1,177) |
Deferred revenue | 307 | 192 |
Accrued expenses | (601) | (629) |
ROU asset and lease liability | (391) | (191) |
Net cash used in operating activities | (11,661) | (8,355) |
Cash flows from investing activities | ||
Proceeds from the sale (purchases) of short-term investments | 591 | (9,224) |
Acquisition of property and equipment | (503) | (18) |
Acquisition of intangible assets | (195) | (139) |
Net cash provided by (used in) investing activities | (107) | (9,381) |
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 | (316) | |
Repayments of short-term note payable | (38) | |
Net cash (used in) provided by financing activities | (316) | 26,658 |
Change in cash and cash equivalents | (12,084) | 8,922 |
Cash and cash equivalents at beginning of the period | 25,658 | 816 |
Cash and cash equivalents at end of the period | 13,574 | 9,738 |
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 | $ (1,295) |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation, and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Nature of Business, Basis of Presentation, and Liquidity [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 to transact business in Florida on December 15, 2014. 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’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. The accompanying interim balance sheet as of September 30, 2022, and the condensed statements of operations, stockholders’ equity, and cash flows for the three and nine months ended September 30, 2022 and 2021, are unaudited. The unaudited condensed financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted. In the opinion of management, the accompanying unaudited condensed financial statements for the periods presented reflect all adjustments which are normal and recurring, and necessary to fairly state the financial position, results of operations, and cash flows of the Company. 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 $14.4 million and $13.0 million for the nine months ended September 30, 2022 and 2021, respectively. In addition, as of September 30, 2022, the Company had an accumulated deficit of $58.3 million. The Company expects to continue to generate operating losses for the foreseeable future. As of September 30, 2022 the Company had cash, and cash equivalents of $13.6 million and short-term investments of $8.7 million. The Company believes that its cash and cash equivalents and investments as of September 30, 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 | 9 Months Ended |
Sep. 30, 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 Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 September 30, 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 September 30, 2022, and December 31, 2021 are certain to be collected, and no amount has been recognized for doubtful accounts. Maryland-TEDCO generally advances 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): September 30, December 31, National Institutes of Health – Grant $ 177 $ 55 Total $ 177 $ 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 and nine months ended September 30, 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 nine months ended September 30, 2022 and 2021, the Company recognized $0.1 million and $0 of funds that were previously classified as deferred revenue ($0.1 million and $0 million, respectively for the three months ended September 30, 2022 and 2021, respectively). Due to the MSCRF – TEDCO – grant ARDS program being discontinued, the $0.4 million recorded as deferred revenue will be reversed when the funds are returned to MSCRF – TEDCO. 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 receives 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 Nine months ended 2022 2021 2022 2021 National Institute of Health - grant $ 41 $ 41 $ 123 $ 171 Clinical trial revenue 210 164 860 543 Alzheimer’s Association grant - 10 - 271 MSCRF – TEDCO 1 14 17 118 112 Total $ 265 $ 232 $ 1,101 $ 1,097 1 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 and nine months ended September 30, 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 offset created by the Company’s valuation allowance. 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 September 30, 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 a 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 has 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 and nine months ended September 30, 2022 and 2021. |
Short-Term Investments
Short-Term Investments | 9 Months Ended |
Sep. 30, 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 September 30, 2022 Level 1 Level 2 Level 3 Total U.S. Treasury obligations 96,293 - - 96,293 U.S. government agencies - 1,192,551 - 1,192,551 Corporate and foreign bonds - 7,453,448 - 7,453,448 Money market funds (1) 940,146 - - 940,146 Total short-term investments $ 1,036,439 $ 8,645,999 $ - $ 9,682,438 (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 September 30, 2022, and December 31, 2021, the Company reported accrued interest receivable related to short-term investments of $57,719 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 | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment, Net Disclosure [Abstract] | |
Property and equipment, net | 4. Property and equipment, net Major components of property and equipment are as follows (in thousands): Useful Lives September 30, December 31, Leasehold improvements 10 years $ 4,328 $ 4,318 Furniture/Lab equipment 7 years 2,199 1,724 Computer equipment 5 years 46 28 Software/Website 3 years 38 38 Total property and equipment 6,611 6,108 Less accumulated depreciation and amortization 3,547 3,046 Property and equipment, net $ 3,064 $ 3,062 Depreciation and amortization expense amounted to approximately $0.2 million for each of the three-month periods ended September 30, 2022 and 2021, and $0.5 million for each of the nine months ended September 30, 2022 and 2021, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets, Net Disclosure [Abstract] | |
Intangible assets, net | 5. Intangible assets, net Major components of intangible assets as of September 30, 2022, are as follows (in thousands): Useful Lives Cost Accumulated Total License agreements 20 years $ 2,043 $ (629 ) $ 1,414 Patent Costs 800 - 800 Trademark costs 159 - 159 Total $ 3,002 $ (629 ) $ 2,373 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 amounted to approximately $0.1 million for each of the three-month periods ended September 30, 2022 and 2021, and $0.2 million and $0.1 million for the nine months ended September 30, 2022 and 2021. Future amortization expense for intangible assets as of September 30, 2022, is approximately as follows (in thousands): Year Ending December 31, Amount 2022 (remaining three months) $ 46 2023 224 2024 224 2025 224 2026 224 Thereafter 472 Total $ 1,414 |
Leases
Leases | 9 Months Ended |
Sep. 30, 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 September 30, 2022, the ROU asset and lease liability were approximately $1.7 million and $2.9 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 September 30, 2022, are as follows (in thousands): Year Ending December 31, Amount 2022 (remaining three months) $ 158 2023 687 2024 702 2025 718 2026 735 Thereafter 185 Total 3,185 Less: Interest 443 Present Value of Lease Liability $ 2,742 During each of the three and nine months ended September 30, 2022 and 2021, the Company incurred approximately $0.2 million and $0.6 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 optional one |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | 7. Stockholders’ Equity Class A Common Stock On July 1, 2022, a total of 20,158 RSUs vested that previously had been granted in connection with the Company’s IPO vested, of which 18,002 were held by Company employees. Based on the closing price of $5.94 on July 1, 2022, the Company recorded a tax liability of $26,000 for the employees and a corresponding tax liability for the Company of $2,000. In total, the Company paid $28,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 4,726 shares of Class A Common Stock owned by the Company’s employees upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On June 22, 2022, a total of 27,854 RSUs were granted to the Company’s former Chief Executive Officer, Geoff Green, in exchange for $170,000 of compensation agreed upon in connection with his separation. On June 3, 2022, a total of 26,666 RSUs vested that previously had been granted to our Chief Financial Officer and General Counsel. 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 closing share price as of the vesting date ($8.73 on June 3, 2022) and a tax liability is calculated based on each individual’s tax bracket. As a result, on June 3, 2022, the Company recorded a tax liability of $55,000 for the employees and a corresponding tax liability for the Company of $2,000. In total, the Company paid $57,000 for employee and employer taxes resulting from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 6,254 shares of Class A Common Stock shares owned by the Company’s employees upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On April 4, 2022, a total of 1,167 RSUs vested that previously had been granted to our Chief Medical Officer. Based on the closing price of $12.85 on April 3, 2022, the Company recorded a tax liability of $5,000 for the employee and a corresponding tax liability for the Company of $1,000. In total, the Company paid $6,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 357 shares of Class A Common Stock shares owned by the Chief Medical Officer upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On April 1, 2022, a total of 31,016 RSUs vested that previously had been granted in connection with the Company’s IPO vested, of which 26,360 were held by Company employees. Based on the closing price of $15.61 on April 1, 2022, the Company recorded a tax liability of $105,000 for the employees and a corresponding tax liability for the Company of $14,000. In total, the Company paid $119,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 6,222 shares of Class A Common Stock owned by the Company’s employees upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On April 1, 2022, a total of 2,500 RSUs vested that were previously granted to a member of the Company’s Board of Directors. 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. Based on the closing price of $12.09 on January 3, 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 owned by the Company’s employees upon vesting. The shares withheld are available for reissuance pursuant to 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 nine months ended September 30, 2022, 374 stock options were exercised for Class A Common Stock shares at an average exercise price of $5.73 for $2,143. 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. Based on the closing price of $3.65 on October 1, 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 are available for reissuance pursuant to 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 those 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 traded. During the nine months ended September 30, 2022, shareholders exchanged 641,749 shares of Class B Common Stock for 641,749 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 in the purchase warrants. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Equity Incentive Plan Disclosure [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. On September 6, 2022, the Company granted Mr. Bailey received an equity incentive award of 20,000 RSUs. The RSUs 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 Mr. Bailey’s continued service through the applicable vesting dates. RSUs shall be expensed on a quarterly basis at the rate of $5,838 for the quarterly vesting amount of 1,250 RSUs, with a price per share of $4.67 (the closing price of the Company’s stock on September 6, 2022). On June 22, 2022, the Company granted $170,000 of separation compensation to Mr. Green (Mr. Green resigned as CEO effective June 1, 2022), which were converted into 27,854 RSUs. The RSU were issued based on the three-day average of the fair market value prior to the time of grant, June 22, 2022, of $6.10. On June 3, 2022, the Company granted a bonus to Mr. Clavijo and Mr. Lehr in the form of RSUs. Mr. Clavijo and Mr. Lehr were granted 40,000 RSUs each that vested one-third at the grant date, with the remaining two thirds vesting on each anniversary of the grant date. The RSU were issued based on a fair market value at the time of grant, June 3, 2022, of $8.73. 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 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, respectively. 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 September 30, 2022, and December 31, 2021, the Company had 301,763 and 196,751, respectively RSUs outstanding (unvested). RSU activity for the nine months ended September 30, 2022, was as follows: Number of Outstanding (unvested) at December 31, 2021 196,751 RSU granted 285,189 RSUs vested (152,117 ) RSU expired/forfeited (28,060 ) Outstanding (unvested) at September 30, 2022 301,763 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 and during the nine months ended September 30, 2022, will be expensed ratably over the option vesting periods, which approximates the service period. As of September 30, 2022, the Company has recorded issued and outstanding options to purchase a total of 402,036 shares of Class A Common Stock pursuant to the 2021 Incentive Plan, at a weighted average exercise price of $9.99 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 nine months ended September 30, 2022: Number of Stock options vested (based on ratable vesting) 134,476 Stock options unvested 267,560 Total stock options outstanding at September 30, 2022 402,036 For the year ended December 31, 2021: Number of 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 nine months ended September 30, 2022, was as follows: Number of Stock Options Weighted Outstanding at December 31, 2021 304,449 $ 5.96 Options granted 174,160 $ 10.00 Options exercised (374 ) $ 5.73 Options expired/forfeited (76,199 ) $ 6.08 Outstanding at September 30, 2022 402,036 $ 9.99 On September 6, 2022, the Company granted an award of 10,000 Class A Common Stock options to an employee. The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $4.67. Based upon a Black-Scholes calculation, the price per share to be expensed was $4.15 and a total cost of less than $0.1 million would be expensed ratably over 48 months. On June 3, 2022, the Company granted an award of 5,000 Class A Common Stock options to Mr. Lehr. The stock option award vested upon the grant date and has an exercise price of $8.73. Based upon a Black-Scholes calculation, the price per share to be expensed was $7.73 and a total cost of less than $0.1 million was expensed on the grant date. 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. 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. For the nine months ended September 30, 2022 and 2021, the equity-based compensation expense amounted to approximately $1.9 million ($0.5 million for the three months ended September 30, 2022) and $6.0 million ($2.5 million for the three months ended September 30, 2021), respectively, which is included in the research and development and general and administrative expenses in the statements of operations for the three and nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the remaining unrecognized equity-based compensation (which includes RSUs and stock options) of approximately $3.2 million will be recognized over approximately 3.9 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Master Services Agreements: As of September 30, 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. On March 10, 2022, 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 Agreements: 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 September 30, 2022, and December 31, 2021, the Company had an accrued balance due to the CSO of $0.2 million under the consulting services agreement. 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 September 30, 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 September 30, 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 September 30, 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 original 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 September 30, 2022, the Company had accrued $71,667 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 further 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, JMHMD, 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 nine months ended September 30, 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 entered into an agreement in principle with the plaintiffs to settle the litigation for $1.4 million. The settlement agreement is subject to final approval by the Court, which we expect to occur sometime in 2023. This amount is recorded as Non-operating Lawsuit expenses. Legal expenses incurred in ordinary business activities are reported within general and administrative expenses. Contingencies – COVID-19 Pandemic The Company continues to monitor new developments on how the COVID-19 pandemic is affecting the Company’s employees, business, and clinical trials. During the initial stages associated with 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 its GMP facility and headquarters on a day-to-day basis, and as such, cell production was minimally impacted. Certain other employees continue to maintain a fully remote or “hybrid” work arrangement as their roles allow. 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 on-study and in follow-up experienced difficulties in adhering to the protocol visit schedule. Because the Company primarily enrolls older adults in its 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 its studies. These disruptions resulted in challenges that included temporary clinical site closures, the inability to leave a residence due to regional “stay-at-home” orders and an unwillingness of trial subjects to leave their residence to visit the hospital or clinic. To minimize and mitigate these disruptions, the Company conducted remote visits (via telemedicine), arranged for in-home visits for phlebotomy in order to collect blood samples and other protocol-specific assessments, and amended protocols to increase the window of time for follow-up visits. Despite these efforts, several subjects missed follow-up visits, had their follow up visit outside of the protocol-defined time-window, or withdrew from the trial prior to completion. Regardless, given the steps implemented by Longeveron, the cumulative instances were few and did not appear to have a material impact on its now-completed Phase 2b Aging Frailty study, Phase 1 Vaccine trial, Phase 1 Alzheimer’s disease trial, and Phase 1 HLHS clinical trial. |
Employee Benefits Plan
Employee Benefits Plan | 9 Months Ended |
Sep. 30, 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 $71,000 and $49,000 to the Plan during the nine months ended September 30, 2022 and 2021, respectively and $20,000 and $18,000 for the three months ended September 30, 2022 and 2021, respectively. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 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: Nine months ended 2022 2021 Equity awards 704 1,219 Warrants 1,271 106 Total 1,975 1,325 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 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 Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 September 30, 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 September 30, 2022, and December 31, 2021 are certain to be collected, and no amount has been recognized for doubtful accounts. Maryland-TEDCO generally advances 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): September 30, December 31, National Institutes of Health – Grant $ 177 $ 55 Total $ 177 $ 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 and nine months ended September 30, 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 nine months ended September 30, 2022 and 2021, the Company recognized $0.1 million and $0 of funds that were previously classified as deferred revenue ($0.1 million and $0 million, respectively for the three months ended September 30, 2022 and 2021, respectively). Due to the MSCRF – TEDCO – grant ARDS program being discontinued, the $0.4 million recorded as deferred revenue will be reversed when the funds are returned to MSCRF – TEDCO. |
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 receives 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 Nine months ended 2022 2021 2022 2021 National Institute of Health - grant $ 41 $ 41 $ 123 $ 171 Clinical trial revenue 210 164 860 543 Alzheimer’s Association grant - 10 - 271 MSCRF – TEDCO 1 14 17 118 112 Total $ 265 $ 232 $ 1,101 $ 1,097 1 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 and nine months ended September 30, 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 offset created by the Company’s valuation allowance. 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 September 30, 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 a 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 has 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 and nine months ended September 30, 2022 and 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of accounts and grants receivable | September 30, December 31, National Institutes of Health – Grant $ 177 $ 55 Total $ 177 $ 55 |
Schedule of revenue | Three months ended Nine months ended 2022 2021 2022 2021 National Institute of Health - grant $ 41 $ 41 $ 123 $ 171 Clinical trial revenue 210 164 860 543 Alzheimer’s Association grant - 10 - 271 MSCRF – TEDCO 1 14 17 118 112 Total $ 265 $ 232 $ 1,101 $ 1,097 1 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Short-Term Investments [Abstract] | |
Schedule of short-term investments | Fair Value at September 30, 2022 Level 1 Level 2 Level 3 Total U.S. Treasury obligations 96,293 - - 96,293 U.S. government agencies - 1,192,551 - 1,192,551 Corporate and foreign bonds - 7,453,448 - 7,453,448 Money market funds (1) 940,146 - - 940,146 Total short-term investments $ 1,036,439 $ 8,645,999 $ - $ 9,682,438 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 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment, Net [Abstract] | |
Schedule of major components of property and equipment | Useful Lives September 30, December 31, Leasehold improvements 10 years $ 4,328 $ 4,318 Furniture/Lab equipment 7 years 2,199 1,724 Computer equipment 5 years 46 28 Software/Website 3 years 38 38 Total property and equipment 6,611 6,108 Less accumulated depreciation and amortization 3,547 3,046 Property and equipment, net $ 3,064 $ 3,062 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets, Net [Abstract] | |
Schedule of major components of intangible assets | Useful Lives Cost Accumulated Total License agreements 20 years $ 2,043 $ (629 ) $ 1,414 Patent Costs 800 - 800 Trademark costs 159 - 159 Total $ 3,002 $ (629 ) $ 2,373 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 three months) $ 46 2023 224 2024 224 2025 224 2026 224 Thereafter 472 Total $ 1,414 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of future minimum payments under the operating leases | Year Ending December 31, Amount 2022 (remaining three months) $ 158 2023 687 2024 702 2025 718 2026 735 Thereafter 185 Total 3,185 Less: Interest 443 Present Value of Lease Liability $ 2,742 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Incentive Plan [Abstract] | |
Schedule of RSU activity | Number of Outstanding (unvested) at December 31, 2021 196,751 RSU granted 285,189 RSUs vested (152,117 ) RSU expired/forfeited (28,060 ) Outstanding (unvested) at September 30, 2022 301,763 |
Schedule of stock options | Number of Stock options vested (based on ratable vesting) 134,476 Stock options unvested 267,560 Total stock options outstanding at September 30, 2022 402,036 Number of 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 Options Weighted Outstanding at December 31, 2021 304,449 $ 5.96 Options granted 174,160 $ 10.00 Options exercised (374 ) $ 5.73 Options expired/forfeited (76,199 ) $ 6.08 Outstanding at September 30, 2022 402,036 $ 9.99 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of diluted net loss per share | Nine months ended 2022 2021 Equity awards 704 1,219 Warrants 1,271 106 Total 1,975 1,325 |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation, and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Dec. 03, 2021 | Mar. 15, 2021 | Feb. 12, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | ||||||
Gross proceeds of initial public offering | $ 26,696 | |||||
Total number of share | 1,169,288 | |||||
Expire date | 5 years | |||||
Recurring loss | 14,400 | $ 13,000 | ||||
Accumulated deficit | 58,300 | |||||
Cash and cash equivalents | 13,600 | |||||
Short term investment | $ 8,700 | |||||
Initial Public Offering [Member] | ||||||
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | ||||||
Sale of stock | 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 | $ 20,500 | |||||
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 | $ 26,600 | |||||
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 | $ 2,500 | |||||
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Deferred revenue | $ 400 | |||
Tax provision | $ 0 | $ 0 | $ 0 | $ 0 |
Options granted maximum term | 10 years | |||
Minimum [Member] | Intangible Assets [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Intangible assets estimated useful life | 5 years | |||
Maximum [Member] | 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] | ||||
Recognized deferred revenue | $ 100 | $ 0 | $ 100 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of accounts and grants receivable - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts and grants receivable | $ 177 | $ 55 |
National Institutes of Health – Grant [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts and grants receivable | $ 177 | $ 55 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of revenue - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 265 | $ 232 | $ 1,101 | $ 1,097 | |
National Institute of Health - grant [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 41 | 41 | 123 | 171 | |
Clinical trial revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 210 | 164 | 860 | 543 | |
Alzheimer’s Association grant [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 10 | 271 | |||
Maryland – TEDCO – grant [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | $ 14 | $ 17 | $ 118 | $ 112 |
[1]Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO) |
Short-Term Investments (Details
Short-Term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Investments [Abstract] | ||
Accrued interest | $ 57,719 | $ 52,484 |
Short-Term Investments (Detai_2
Short-Term Investments (Details) - Schedule of short-term investments - Short-Term Investments [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule of Held-to-Maturity Securities [Line Items] | |||
U.S. Treasury obligations | $ 96,293 | $ 401,290 | |
U.S. government agencies | 1,192,551 | 1,424,477 | |
Corporate and foreign bonds | 7,453,448 | 7,507,705 | |
Money market funds | [1] | 940,146 | 576,742 |
Total short-term investments | 9,682,438 | 9,910,214 | |
Level 1 [Member] | |||
Schedule of Held-to-Maturity Securities [Line Items] | |||
U.S. Treasury obligations | 96,293 | 401,290 | |
U.S. government agencies | |||
Corporate and foreign bonds | |||
Money market funds | [1] | 940,146 | 576,742 |
Total short-term investments | 1,036,439 | 978,032 | |
Level 2 [Member] | |||
Schedule of Held-to-Maturity Securities [Line Items] | |||
U.S. Treasury obligations | |||
U.S. government agencies | 1,192,551 | 1,424,477 | |
Corporate and foreign bonds | 7,453,448 | 7,507,705 | |
Money market funds | [1] | ||
Total short-term investments | 8,645,999 | 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 0.2 | $ 0.2 | $ 0.5 | $ 0.5 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of major components of property and equipment - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 6,611 | $ 6,108 |
Less accumulated depreciation and amortization | 3,547 | 3,046 |
Property and equipment, net | $ 3,064 | 3,062 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 10 years | |
Total property and equipment | $ 4,328 | 4,318 |
Furniture/Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 7 years | |
Total property and equipment | $ 2,199 | 1,724 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 5 years | |
Total property and equipment | $ 46 | 28 |
Software/Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 3 years | |
Total property and equipment | $ 38 | $ 38 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense related to intangible assets | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of major components of intangible assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Intangible Assets, Net (Details) - Schedule of major components of intangible assets [Line Items] | ||
Cost | $ 3,002 | $ 2,807 |
Accumulated amortization | (629) | (473) |
Intangible assets | 2,373 | 2,334 |
Patent Costs [Member] | ||
Intangible Assets, Net (Details) - Schedule of major components of intangible assets [Line Items] | ||
Cost | 800 | 615 |
Accumulated amortization | ||
Intangible assets | $ 800 | $ 615 |
License Agreements [Member] | ||
Intangible Assets, Net (Details) - Schedule of major components of intangible assets [Line Items] | ||
Useful lives | 20 years | 20 years |
Cost | $ 2,043 | $ 2,043 |
Accumulated amortization | (629) | (473) |
Intangible assets | 1,414 | 1,570 |
Trademark Costs [Member] | ||
Intangible Assets, Net (Details) - Schedule of major components of intangible assets [Line Items] | ||
Cost | 159 | 149 |
Accumulated amortization | ||
Intangible assets | $ 159 | $ 149 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of future amortization expense $ in Thousands | Sep. 30, 2022 USD ($) |
Schedule of Future Amortization Expense [Abstract] | |
2022 (remaining three months) | $ 46 |
2023 | 224 |
2024 | 224 |
2025 | 224 |
2026 | 224 |
Thereafter | 472 |
Total | $ 1,414 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | |
Lease [Abstract] | ||||||
Right of use asset | $ 1,700 | $ 1,800 | ||||
Right of use liability | $ 2,900 | 2,900 | $ 3,100 | |||
Lease costs | 200 | $ 600 | 200 | $ 600 | ||
Optional renewal periods | 1 year | |||||
Monthly payments | $ 10,000 | |||||
Sublease income | $ 0 | $ 30,000 | $ 0 | $ 60,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of future minimum payments under the operating leases $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule of Future Minimum Payments Under the Operating Leases [Abstract] | |
2022 (remaining three months) | $ 158 |
2023 | 687 |
2024 | 702 |
2025 | 718 |
2026 | 735 |
Thereafter | 185 |
Total | 3,185 |
Less: Interest | 443 |
Present Value of Lease Liability | $ 2,742 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 06, 2022 | Jul. 01, 2022 | Jun. 03, 2022 | Apr. 04, 2022 | Apr. 01, 2022 | Mar. 14, 2022 | Feb. 12, 2022 | Jan. 06, 2022 | Jan. 03, 2022 | Oct. 01, 2021 | Jun. 22, 2022 | Nov. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Apr. 03, 2022 | Aug. 12, 2021 | |
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Granted shares | 10,000 | 20,158 | 5,000 | 22,000 | 84,825 | ||||||||||||
Shares held by company employees | 18,002 | ||||||||||||||||
Closing price per share (in Dollars per share) | $ 5.94 | ||||||||||||||||
Tax liability (in Dollars) | $ 26,000 | ||||||||||||||||
Corresponding tax liability (in Dollars) | 2,000 | ||||||||||||||||
Employee and employer taxes (in Dollars) | $ 28,000 | ||||||||||||||||
Shares withheld | 4,726 | ||||||||||||||||
Closing share price (in Dollars) | $ 2,057,000 | ||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 17.5 | ||||||||||||||||
Underwriters warrants | 95,760 | ||||||||||||||||
Warrants expire term | 5 years | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Average exercise amount (in Dollars) | $ 612,732 | ||||||||||||||||
Fair value of warrants (in Dollars) | $ 500,000 | ||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Shares held by company employees | 26,360 | 29,614 | 33,022 | ||||||||||||||
Closing price per share (in Dollars per share) | $ 15.61 | $ 12.09 | $ 3.65 | $ 12.85 | |||||||||||||
Tax liability (in Dollars) | $ 55,000 | $ 5,000 | $ 105,000 | $ 92,000 | $ 452,000 | ||||||||||||
Corresponding tax liability (in Dollars) | 2,000 | ||||||||||||||||
Employee and employer taxes (in Dollars) | $ 57,000 | $ 6,000 | $ 119,000 | $ 106,000 | $ 489,000 | ||||||||||||
Shares withheld | 6,254 | 357 | 6,222 | 10,627 | |||||||||||||
Compensation agreed amount (in Dollars) | $ 170,000 | ||||||||||||||||
Conversion of stock, shares issued | 338,030 | ||||||||||||||||
Stock options exercised | 374 | 1,812 | |||||||||||||||
Average exercise price (in Dollars per share) | $ 5.73 | $ 5.73 | |||||||||||||||
Average exercise amount (in Dollars) | $ 2,143 | $ 10,383 | |||||||||||||||
Warrants to purchase of common stock shares | 51,061 | ||||||||||||||||
Conversion of outstanding shares | 16,755 | ||||||||||||||||
Shareholder exchange | 641,749 | ||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 17.5 | ||||||||||||||||
Shares issued | 46,722 | ||||||||||||||||
Class A Common Stock [Member] | Warrant [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Average exercise price (in Dollars per share) | $ 12 | ||||||||||||||||
Average exercise amount (in Dollars) | $ 612,732 | ||||||||||||||||
Warrants to purchase of common stock shares | 106,400 | 51,061 | |||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 12 | $ 12 | |||||||||||||||
Warrants issued to investors | 1,169,288 | ||||||||||||||||
Class A Common Stock [Member] | Vesting [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Shares withheld | 123,662 | ||||||||||||||||
Class A Common Stock [Member] | Minimum [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Aggregate value (in Dollars) | $ 500,000 | ||||||||||||||||
Unregistered shares | 61,379 | ||||||||||||||||
Class A Common Stock [Member] | Maximum [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Aggregate value (in Dollars) | $ 800,000 | ||||||||||||||||
Unregistered shares | 110,387 | ||||||||||||||||
Class A Common Stock [Member] | RSUs [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Granted shares | 1,167 | 31,016 | 35,246 | 35,256 | 27,854 | ||||||||||||
Class A Common Stock [Member] | Over-Allotment Option [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Closing share price (in Dollars) | $ 8.73 | ||||||||||||||||
Class A Common Stock [Member] | Tax Liability [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Corresponding tax liability (in Dollars) | $ 1,000 | $ 14,000 | $ 14,000 | $ 38,000 | |||||||||||||
Series C Units [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Conversion of stock, shares issued | 1,130 | ||||||||||||||||
Aggregate value (in Dollars) | $ 100,000 | ||||||||||||||||
Conversion 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 | ||||||||||||||||
Voting per share description | Holders of Class A Common Stock generally have rights identical to holders of Class B Common Stock, except those 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. | ||||||||||||||||
Shareholder exchange | 641,749 | ||||||||||||||||
Board of Directors [Member] | Class A Common Stock [Member] | RSUs [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Granted shares | 2,500 | 8,750 | |||||||||||||||
Chief Financial Officer [Member] | RSUs [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Granted shares | 26,666 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 06, 2022 | Sep. 06, 2022 | Jul. 01, 2022 | Jun. 03, 2022 | Apr. 04, 2022 | Mar. 14, 2022 | Jan. 06, 2022 | Jun. 22, 2022 | Jul. 20, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Equity Incentive Plan (Details) [Line Items] | ||||||||||||||
Equity incentive award, description | the Company granted Mr. Bailey received an equity incentive award of 20,000 RSUs. The RSUs 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 Mr. Bailey’s continued service through the applicable vesting dates. RSUs shall be expensed on a quarterly basis at the rate of $5,838 for the quarterly vesting amount of 1,250 RSUs, with a price per share of $4.67 (the closing price of the Company’s stock on September 6, 2022). | |||||||||||||
RSUs grant | 40,000 | 27,854 | ||||||||||||
RSU per share | $ 8.73 | $ 6.1 | ||||||||||||
Employment agreements description | 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. | |||||||||||||
Fair market value per share | $ 6.08 | |||||||||||||
RSUs outstanding | 301,763 | 196,751 | ||||||||||||
Grant date | 10 years | |||||||||||||
Outstanding common stock shares | 5% | |||||||||||||
Dividend yield | 0% | |||||||||||||
Expected life | 10 years | |||||||||||||
Volatility | 95% | |||||||||||||
Issued and outstanding options | 402,036 | 402,036 | ||||||||||||
Weighted average exercise price | $ 9.99 | $ 9.99 | $ 5.96 | |||||||||||
Stock option issued and outstanding | 304,449 | |||||||||||||
Exercise price per share | $ 5.96 | |||||||||||||
Granted awards | 10,000 | 20,158 | 5,000 | 22,000 | 84,825 | |||||||||
Vesting period | 25% | 25% | 25% | |||||||||||
Exercise price | $ 4.67 | $ 4.67 | $ 8.73 | $ 5.94 | $ 10 | |||||||||
Calculation price | $ 4.15 | $ 7.73 | $ 5.23 | $ 8.78 | ||||||||||
Total cost | $ 100,000 | $ 100,000 | $ 100,000 | $ 700,000 | ||||||||||
Equity based compensation expense | $ 500,000 | $ 2,500,000 | $ 1,900,000 | $ 6,000,000 | ||||||||||
Unrecognized equity based compensation | $ 3,200,000 | |||||||||||||
RSUs and stock options, term | 3 years 10 months 24 days | |||||||||||||
Minimum [Member] | ||||||||||||||
Equity Incentive Plan (Details) [Line Items] | ||||||||||||||
Risk-free interest rate | 1.23% | |||||||||||||
Maximum [Member] | ||||||||||||||
Equity Incentive Plan (Details) [Line Items] | ||||||||||||||
Risk-free interest rate | 2.14% | |||||||||||||
Series C [Member] | ||||||||||||||
Equity Incentive Plan (Details) [Line Items] | ||||||||||||||
Granted amount | $ 170,000 | |||||||||||||
Mr. Green [Member] | ||||||||||||||
Equity Incentive Plan (Details) [Line Items] | ||||||||||||||
Bonus for the completion | $ 100,000 | |||||||||||||
Mr. Green [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Equity Incentive Plan (Details) [Line Items] | ||||||||||||||
Cash RSU | 8,223 | |||||||||||||
Mr. Lehr [Member] | ||||||||||||||
Equity Incentive Plan (Details) [Line Items] | ||||||||||||||
Bonus for the completion | $ 75,000 | |||||||||||||
Mr. Lehr [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Equity Incentive Plan (Details) [Line Items] | ||||||||||||||
Cash RSU | 6,167 | |||||||||||||
Dr. Hare [Member] | ||||||||||||||
Equity Incentive Plan (Details) [Line Items] | ||||||||||||||
Bonus for the completion | $ 75,000 | |||||||||||||
Dr. Hare [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Equity Incentive Plan (Details) [Line Items] | ||||||||||||||
Cash RSU | 12,335 |
Equity Incentive Plan (Detail_2
Equity Incentive Plan (Details) - Schedule of RSU activity | 9 Months Ended |
Sep. 30, 2022 shares | |
Schedule of RSU Activity [Abstract] | |
Outstanding (unvested) at December 31, 2021 | 196,751 |
RSU granted | 285,189 |
RSUs vested | (152,117) |
RSU expired/forfeited | (28,060) |
Outstanding (unvested) at September 30, 2022 | 301,763 |
Equity Incentive Plan (Detail_3
Equity Incentive Plan (Details) - Schedule of stock options - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Equity Incentive Plan (Details) - Schedule of stock options [Line Items] | ||
Total stock options outstanding | 402,036 | 304,449 |
Stock options vested [Member] | ||
Equity Incentive Plan (Details) - Schedule of stock options [Line Items] | ||
Total stock options outstanding | 134,476 | 59,773 |
Stock options unvested [Member] | ||
Equity Incentive Plan (Details) - Schedule of stock options [Line Items] | ||
Total stock options outstanding | 267,560 | 244,676 |
Equity Incentive Plan (Detail_4
Equity Incentive Plan (Details) - Schedule of stock option activity | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
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 | 174,160 |
Weighted Average Exercise Price, Options granted | $ / shares | $ 10 |
Number of Stock Options, Options exercised | shares | (374) |
Weighted Average Exercise Price, Options exercised | $ / shares | $ 5.73 |
Number of Stock Options, Options expired/forfeited | shares | (76,199) |
Weighted Average Exercise Price, Options expired/forfeited | $ / shares | $ 6.08 |
Number of Stock Options, Outstanding ending | shares | 402,036 |
Weighted Average Exercise Price, Outstanding ending | $ / shares | $ 9.99 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||||||
Sep. 13, 2021 | Mar. 03, 2021 | Dec. 22, 2022 | Mar. 27, 2015 | Nov. 20, 2014 | Sep. 30, 2022 | Mar. 10, 2022 | Feb. 16, 2022 | Dec. 31, 2021 | Jan. 29, 2021 | Nov. 22, 2019 | Dec. 31, 2017 | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Total payments | $ 100 | $ 1,000 | $ 100 | |||||||||
Payments term | 2 years | |||||||||||
Equity incentive units | 50% | |||||||||||
Aggregate of accrued technology services | $ 200 | |||||||||||
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 original 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 September 30, 2022, the Company had accrued $71,667 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 costs | $ 100 | |||||||||||
Defray patent costs | 70,000 | |||||||||||
Installments paid | $ 7,500 | |||||||||||
Issuance of additional unregistered shares (in Shares) | 110,387 | |||||||||||
Milestone payments description | The Company and UM agreed to the following modification of the milestone payments: (a) No payment will be due upon the completion of Phase 2 clinical trials for the product; (b) a one-time payment of $0.5 million, payable within six months of the completion of the first Phase 3 clinical trial of the products (based upon the final data unblinding); (c) a one-time payment of $0.5 million payable within six months of the receipt by the Company of approval for the first new drug application (“NDA”), biologics application (“BLA”), or other marketing or licensing application for the product; and (d) a one-time payment of $0.5 million payable within six months of the first sale following product approval. | |||||||||||
Litigation amount | $ 1,400 | |||||||||||
Series C Units [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | 410 | 820 | 1,901 | |||||||||
Class A Common Stock [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Converted shares (in Shares) | 16,755 | |||||||||||
CD271 [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Agreement description | 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. | |||||||||||
Board of Directors Chairman [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Advance amount | $ 10,000 | |||||||||||
Master Services Agreements [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Expenditure amount | $ 3,600 | |||||||||||
Consulting Services Agreement [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Company expense | $ 265,000 | |||||||||||
Accrued balance | $ 200 | $ 200 |
Employee Benefits Plan (Details
Employee Benefits Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Company contribution | $ 20,000 | $ 18,000 | $ 71,000 | $ 49,000 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of calculation of diluted net loss per share - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Calculation of Diluted Net Loss Per Share [Abstract] | ||
Equity awards | 704 | 1,219 |
Warrants | 1,271 | 106 |
Total | 1,975 | 1,325 |