Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 14, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BXRX | ||
Entity Registrant Name | Baudax Bio, Inc | ||
Entity Central Index Key | 0001780097 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 6,412,979 | ||
Entity Public Float | $ 62.7 | ||
Entity File Number | 001-39101 | ||
Entity Incorporation, State or Country Code | PA | ||
Entity Tax Identification Number | 47-4639500 | ||
Entity Address, Address Line One | 490 Lapp Road | ||
Entity Address, City or Town | Malvern | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19355 | ||
City Area Code | 484 | ||
Local Phone Number | 395-2440 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Common Stock, par value $0.01 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates certain information by reference from the Registrant’s proxy statement for the 2022 annual meeting of shareholders to be filed no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2021 . | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Philadelphia, Pennsylvania | ||
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 15,891 | $ 30,342 |
Accounts receivable, net | 542 | 51 |
Inventory | 5,002 | 2,978 |
Prepaid expenses and other current assets | 2,059 | 3,346 |
Total current assets | 23,494 | 36,717 |
Property, plant and equipment, net | 5,015 | 5,052 |
Intangible assets, net | 21,678 | 24,254 |
Goodwill | 2,127 | 2,127 |
Other long-term assets | 963 | 583 |
Total assets | 53,277 | 68,733 |
Current liabilities: | ||
Accounts payable | 1,468 | 3,653 |
Accrued expenses and other current liabilities | 5,540 | 5,326 |
Current portion of long-term debt, net | 2,222 | 683 |
Current portion of contingent consideration | 6,416 | 8,467 |
Total current liabilities | 15,646 | 18,129 |
Long-term debt, net | 6,309 | 8,469 |
Long-term portion of contingent consideration | 17,446 | 56,576 |
Other long-term liabilities | 650 | 358 |
Total liabilities | 40,051 | 83,532 |
Commitments and contingencies (Note 12) | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value. Authorized, 10,000,000 shares; issued and outstanding, 8,289 shares at December 31, 2021 and 0 shares at December 31, 2020 | 0 | 0 |
Common stock, $0.01 par value. Authorized, 190,000,000 shares; issued and outstanding, 2,807,240 shares at December 31, 2021 and 1,391,099 shares at December 31, 2020 | 983 | 487 |
Additional paid-in capital | 144,332 | 97,034 |
Accumulated deficit | (132,089) | (112,320) |
Total shareholders’ equity (deficit) | 13,226 | (14,799) |
Total liabilities and shareholders’ equity | $ 53,277 | $ 68,733 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 8,289.3 | 0 |
Preferred stock, shares outstanding | 8,289.3 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 2,807,240 | 1,391,099 |
Common stock, shares outstanding | 2,807,240 | 1,391,099 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue, net | $ 1,080 | $ 493 |
Operating expenses: | ||
Cost of sales | 2,445 | 1,732 |
Research and development | 3,125 | 9,087 |
Selling, general and administrative | 45,310 | 43,335 |
Amortization of intangible assets | 2,576 | 2,146 |
Change in warrant valuation | (58) | 16,734 |
Change in contingent consideration valuation | (33,312) | 2,245 |
Total operating expenses | 20,086 | 75,279 |
Operating loss | (19,006) | (74,786) |
Other income (expense): | ||
Other income | 1,540 | 45 |
Interest expense | (2,303) | (1,359) |
Net loss | (19,769) | (76,100) |
Beneficial conversion feature upon issuance of Series A convertible preferred stock | (2,422) | 0 |
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ (22,191) | $ (76,100) |
Per share information: | ||
Net loss per share of common stock, basic and diluted | $ (10.14) | $ (142.87) |
Weighted average common shares outstanding, basic and diluted | 2,189,504 | 532,639 |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Separation | Public Offerings | Registered Direct Offerings | Equity Facility | Recro | Common Stock | Common StockSeparation | Common StockPublic Offerings | Common StockRegistered Direct Offerings | Common StockEquity Facility | Preferred Stock | Preferred StockRegistered Direct Offerings | Additional Paid in Capital | Additional Paid in CapitalPublic Offerings | Additional Paid in CapitalRegistered Direct Offerings | Additional Paid in CapitalEquity Facility | Additional Paid in CapitalRecro | Accumulated Deficit |
Balance at Dec. 31, 2019 | $ (16,721) | $ 94 | $ 19,405 | $ (36,220) | |||||||||||||||
Balance, Shares at Dec. 31, 2019 | 267,163 | ||||||||||||||||||
Stock-based compensation expense | 7,568 | $ 1,773 | 7,568 | $ 1,773 | |||||||||||||||
Issuance of common stock | $ 1 | $ 14,973 | $ 21,696 | $ 3,612 | $ 1 | $ 77 | $ 71 | $ 4 | $ 14,896 | $ 21,625 | $ 3,608 | ||||||||
Issuance of common stock, Shares | 1,311 | 219,780 | 202,857 | 12,628 | |||||||||||||||
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes | (475) | $ 7 | (482) | ||||||||||||||||
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes, Shares | 20,205 | ||||||||||||||||||
Warrants issued in connection with financing facility | 1,423 | 1,423 | |||||||||||||||||
Exercise of warrants value | 5,593 | $ 221 | 5,372 | ||||||||||||||||
Exercise of warrants, Shares | 633,247 | ||||||||||||||||||
Warrant exchange value | 21,858 | $ 12 | 21,846 | ||||||||||||||||
Warrant exchange Shares | 33,908 | ||||||||||||||||||
Net loss | (76,100) | (76,100) | |||||||||||||||||
Balance at Dec. 31, 2020 | (14,799) | $ 487 | 97,034 | (112,320) | |||||||||||||||
Balance, Shares at Dec. 31, 2020 | 1,391,099 | ||||||||||||||||||
Stock-based compensation expense | 3,588 | $ 1,201 | 3,588 | $ 1,201 | |||||||||||||||
Issuance of common stock | $ 30,947 | $ 251 | $ 30,696 | ||||||||||||||||
Issuance of common stock, Shares | 715,101 | 42,289 | |||||||||||||||||
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes | (97) | $ 5 | (102) | ||||||||||||||||
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes, Shares | 14,983 | ||||||||||||||||||
Beneficial conversion feature on Series A convertible preferred stock | 2,422 | $ (2,422) | 2,422 | ||||||||||||||||
Recognition of beneficial conversion feature as a deemed dividend | (2,422) | $ 2,422 | (2,422) | ||||||||||||||||
Conversion of preferred stock | $ 136 | (136) | |||||||||||||||||
Conversion of preferred stock, shares | 388,572 | (34,000) | |||||||||||||||||
Exercise of warrants value | 12,155 | $ 104 | 12,051 | ||||||||||||||||
Exercise of warrants, Shares | 297,485 | ||||||||||||||||||
Net loss | (19,769) | (19,769) | |||||||||||||||||
Balance at Dec. 31, 2021 | $ 13,226 | $ 983 | $ 144,332 | $ (132,089) | |||||||||||||||
Balance, Shares at Dec. 31, 2021 | 2,807,240 | 8,289 |
Consolidated and Combined Sta_3
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (19,769) | $ (76,100) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 4,789 | 9,341 |
Non-cash-interest expense | 897 | 535 |
Gain on extinguishment of debt | (1,553) | |
Depreciation expense | 240 | 408 |
Amortization | 2,576 | 2,146 |
Change in warrant valuation | (58) | 16,734 |
Change in contingent consideration valuation | (33,312) | 2,245 |
Changes in operating assets and liabilities: | ||
Inventory | (2,024) | (2,978) |
Prepaid expenses and other assets | 921 | (804) |
Accounts receivable | (491) | (51) |
Accounts payable, accrued expenses and other liabilities | (1,486) | 4,466 |
Net cash used in operating activities | (49,270) | (44,058) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (203) | (639) |
Purchase of short-term investments | (19,641) | |
Proceeds from maturity of short-term investments | 19,650 | |
Net cash used in investing activities | (194) | (639) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt, net of transaction costs | 10,041 | |
Proceeds from equity facility, net of transaction costs | 3,612 | |
Proceeds from public offering, net of transaction costs | 23,085 | |
Proceeds from registered direct offerings, net of transaction costs | 30,824 | 21,925 |
Proceeds from warrant exercises | 12,155 | 2,671 |
Payments of contingent consideration | (7,869) | (3,560) |
Payments of withholdings on shares withheld for income taxes | (97) | (475) |
Net cash provided by financing activities | 35,013 | 57,299 |
Net (decrease) increase in cash and cash equivalents | (14,451) | 12,602 |
Cash and cash equivalents, beginning of year | 30,342 | 17,740 |
Cash and cash equivalents, end of year | 15,891 | 30,342 |
Supplemental disclosure of cash flow information: | ||
Deferred financing costs included in accounts payable and accrued expenses | 1 | |
Offering costs included in accounts payable and accrued expenses | 108 | 229 |
Fair value of warrants issued in connection with public offering | 8,111 | |
Fair value of warrants issued in connection with financing facility | $ 1,423 | |
Right-of-use assets acquired | 575 | |
Retirement of fully depreciated property, plant and equipment | $ 16 |
Background
Background | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Background | (1) Ba ckground Business Baudax Bio, Inc. (“Baudax Bio” or the “Company”) is a pharmaceutical company primarily focused on commercializing and developing innovative products for hospital and related acute care settings. Baudax Bio believes it can bring valuable therapeutic options to patients, prescribers and payers, such as its lead product, ANJESO ® (meloxicam) injection, to the hospital and acute care markets. Baudax Bio launched ANJESO, which is indicated for the management of moderate to severe pain in 2020, and the Centers for Medicare and Medicaid Services (“CMS”) granted a J-code to ANJESO in the fourth quarter of 2020. ANJESO is currently approved for use within the Department of Veterans Affairs, the Department of Defense, Indian Health Service, 340B covered entities, and multiple state Medicaid programs. The Separation Pursuant to the Separation Agreement between Recro Pharma, Inc. (“Recro”) and Baudax Bio, Recro transferred the assets, liabilities, and operations of its Acute Care business to the Company (the “Separation”) and, on November 21, 2019, the distribution date, each Recro shareholder received one share of the Company’s common stock for every two and one-half shares of Recro common stock held of record at the close of business on November 15, 2019, the record date for the distribution (the “Distribution”). Following the Distribution and Separation, Baudax Bio operates as a separate, independent company. Basis of Presentation The accompanying consolidated financial statements are presented on a consolidated basis and include all of the accounts and operations of Baudax Bio and its subsidiaries. The consolidated financial statements reflect the financial position, results of operations and cash flows of Baudax Bio in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). All significant intercompany accounts and transactions are eliminated in consolidation. The Company has determined that it operates in a single segment involved in the commercialization and development of innovative products for hospital and other acute care settings. Reverse Stock Split On February 16, 2022, the Company effected a reverse split of shares of the Company’s common stock on a 1-for-35 basis (the “Reverse Stock Split”). All issued and outstanding shares of common stock, warrants, common stock options, and unvested restricted stock units and the related per share amounts contained in the financial statements have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. The par value and authorized shares of common stock were not adjusted as a result of the Reverse Stock Split. Additionally, the authorized, issued and outstanding shares of preferred stock and their related per share amount, other than the conversion price per share, was not adjusted as a result of the Reverse Stock Split. |
Development-Stage Risks, Liquid
Development-Stage Risks, Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Development-Stage Risks, Liquidity and Going Concern | (2) Development-Stage Risks, Liquidity and Going Concern The Company has incurred operating losses and negative cash flows since inception and has an accumulated deficit of $ 132,089 as of December 31, 2021. The Company has raised funds from debt and equity transactions and will be required to raise additional funds to continue to operate as a standalone entity. The Company’s ability to generate cash inflows is highly dependent on the commercialization of ANJESO. In addition, development activities, clinical and pre-clinical testing and, if approved, commercialization of the Company’s other product candidates, will require significant additional funding. The Company could delay clinical trial activity or reduce funding of specific programs in order to reduce cash needs. Insufficient funds may cause the Company to delay, reduce the scope of or eliminate one or more of its development, commercialization, or expansion activities. The Company may raise such funds, if available, through debt financings, bank or other loans, through strategic research and development, licensing (including out-licensing) and/or marketing arrangements or through public or private sales of equity or debt securities from time to time. Financing may not be available on acceptable terms, or at all, and failure to raise capital when needed could materially adversely impact the Company’s growth plans and its financial condition or results of operations. Additional debt or equity financing, if available, may be dilutive to holders of the Company’s common stock and may involve significant cash payment obligations and covenants that restrict the Company’s ability to operate its business. The Company follows the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”), Topic 205-40, “Presentation of Financial Statements — Going Concern” , or ASC 205-40, which requires management to assess the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued. Based on the Company’s available cash as of December 31, 2021 , management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. The Company expects to seek additional funding to sustain its future operations and while the Company has successfully raised capital in the past, the ability to raise capital in future periods is not assured. The Company is not expected to be able to maintain its minimum liquidity covenant over the next twelve months without additional capital financing. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Principles | (3) Summary of Significant Accounting Principles (a) Use of Estimates The preparation of financial statements and the notes to the 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 such estimates. (b) Cash and Cash Equivalents Cash and cash equivalents represents cash in banks and highly liquid short-term investments that have maturities of three months or less when acquired to be cash equivalents. These highly liquid short-term investments are both readily convertible to known amounts of cash and so near to their maturity that they present insignificant risk of changes in value because of the changes in interest rates. (c) Short-Term Investments Short-term investments generally consist of government money market funds and commercial paper with maturity of greater than three months when acquired and does not meet the definition of a cash or cash equivalents. The Company has historically classified its entire investment portfolio as available-for-sale securities and is carried at fair value with unrealized gains and losses included in comprehensive loss in the consolidated statement of operations and realized gains and losses included in other income/expense, if applicable. The Company uses benchmark inputs and industry standard analytical models to derive the fair value of its commercial paper. (d) Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: three to seven years for furniture and office equipment; six to ten years for manufacturing equipment; and the shorter of the remaining lease term or useful life for leasehold improvements. Repairs and maintenance costs are expensed as incurred. (e) Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired by the Company. Goodwill is not amortized but assessed for impairment on an annual basis or more frequently if impairment indicators exist. The impairment model prescribes a one-step method for determining impairment. The one-step quantitative test calculates the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company has one reporting unit. The Company performs its annual goodwill impairment test as of November 30th, or whenever an event or change in circumstances occurs that would require reassessment of the recoverability of goodwill. In performing the evaluation, the Company assesses qualitative factors such as overall financial performance of its reporting unit, anticipated changes in industry and market conditions, including recent tax reform, intellectual property protection, and competitive environments. The Company performed its annual test as of November 30, 2021 and there was no impairment to goodwill based on the analysis. The Company’s intangible asset is classified as an asset resulting from R&D activities. The Company determined the useful life of its asset resulting from R&D activities to be approximately 10 years, which is based on the remaining patent life, and is being amortized on a straight-line basis. The Company is required to review the carrying value of assets resulting from R&D activities for recoverability whenever events occur or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company performed a recoverability test as of November 30, 2021 after identifying indicators of impairment due to the market disruption of COVID-19 and its impacts on the Company. There was no impairment to intangible assets based on the analysis. (f) Revenue Recognition Subsequent to regulatory approval for ANJESO from the FDA, the Company began selling ANJESO in the U.S. through a single third-party logistics provider (“3PL”), which takes title to and control of the goods. The Company recognizes revenue from ANJESO product sales at the point the title to the product is transferred to the customer and the customer obtains control of the product. The transaction price that is recognized as revenue for products includes an estimate of variable consideration for reserves, which result from discounts, returns, chargebacks, rebates and other allowances that are offered within contracts between the Company and end-user customers, wholesalers, group purchasing organizations and other indirect customers. The Company’s payment terms are generally between thirty to ninety days . The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available. These reserves reflect the Company’s best estimate of the amount of consideration to which the Company is entitled based on the terms of the contracts. The amount of variable consideration that is included in the transaction price may be constrained and is included in the net sales price only to the extent that is considered probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. (g) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, short-term investments, and accounts receivable. The Company manages its cash, cash equivalents and short-term investments based on established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company’s accounts receivable balance as of December 31, 2021 and 2020 is compromised solely from transactions with the Company’s 3PL. (h) Research and Development Research and development costs for the Company’s proprietary products/product candidates are charged to expense as incurred. Research and development expenses consist of internal costs and funds paid to third parties for the provision of services for pre-commercialization and manufacturing scale-up activities, drug development, pre-clinical activities, clinical trials, statistical analysis and report writing, and regulatory filing fees and compliance costs. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development project. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expenses relating to these costs. Upfront and milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. Costs incurred in obtaining product technology licenses are charged to research and development expense as acquired in-process research and development (“IPR&D”) if the technology licensed has not reached technological feasibility and has no alternative future use. (i) Stock-Based Awards Baudax Awards Share-based compensation included in the consolidated financial statements following the Separation is based upon the Baudax Bio, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The plan includes grants of stock options, time-based vesting restricted stock units (“RSUs”) and performance-based RSUs. The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. The Company accounts for forfeitures as they occur. Determining the appropriate fair value of stock options requires the input of subjective assumptions, including the expected life of the option and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and/or management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options was estimated using the “simplified method,” as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses an average of its peer group’s volatility in order to estimate future stock price trends. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future, therefore the dividend yield is zero. Recro Awards The Recro Pharma, Inc. 2018 Amended and Restated Equity Incentive Plan (the “Recro Equity Plan”) includes grants of stock options, time-based vesting RSUs and performance-based vesting RSUs granted to the Company’s employees prior to the Separation. The consolidated financial statements reflect share-based compensation expense based on an allocation of a portion of Recro share-based compensation issued to the Company’s employees based on where their services are performed. Recro measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Forfeitures are accounted for as they occur. Determining the appropriate fair value of stock options requires the input of subjective assumptions, including the expected life of the option and expected stock price volatility. Recro uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent Recro management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The expected life of stock options was estimated using the “simplified method,” as Recro has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, Recro uses the historical volatility of its publicly traded stock in order to estimate future stock price trends. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. (j) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating losses and tax credit carryforwards. 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 operations in the period that includes the enactment date. A valuation allowance is recorded to the extent it is more likely than not that some portion or all of the deferred tax assets will not be realized. Because of the Company’s history of losses as a standalone entity, a full valuation allowance is recorded against deferred tax assets in all periods presented. Unrecognized income tax benefits represent income tax positions taken on income tax returns that have not been recognized in the consolidated financial statements. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company does not anticipate significant changes in the amount of unrecognized income tax benefits over the next year. (k) Net Loss Per Common Share Net loss per common share is computed using the two-class method required due to the participating nature of the Series A Preferred Stock (as defined and discussed in Note 13(b)). Except with respect to voting and conversion, the rights of the holders of the Company’s common stock and the Company’s Series A Preferred Stock are identical. Each class of shares has the same rights to dividends. Although the Preferred Stock are participating securities, such securities do not participate in net losses and therefore do not impact the Company’s net loss per share calculation as of December 31, 2021. Basic net loss per common share is determined by dividing net loss attributable to common shareholders by the weighted average common shares outstanding during the period. Diluted net loss per common share is determined using the weighted average common shares outstanding during the period plus the weighted average number of shares of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. Outstanding warrants, common stock options and unvested restricted stock units are excluded from the calculation of diluted net loss per share when their effect would be anti-dilutive. For purposes of calculating basic and diluted loss per common share, the denominator includes the weighted average common shares outstanding, the weighted average common stock equivalents for warrants priced at par value, or $ 0.01 , as the underlying common shares will be issued for little cash consideration and the conditions for the issuance of the underlying common shares are met when such warrants are issued, and, with regard to diluted loss per common share, the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive. The following table sets forth the computation of basic and diluted loss per share: Year ended December 31, 2021 2020 Basic and Diluted Loss Per Share Net loss attributable to common shareholders $ ( 22,191 ) $ ( 76,100 ) Weighted average common shares outstanding, basic and diluted 2,189,504 532,639 Net loss per share of common stock, basic and diluted $ ( 10.14 ) $ ( 142.87 ) The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2021 and 2020 as they would be anti-dilutive: December 31, 2021 2020 Options and restricted stock units outstanding 166,487 93,470 Warrants 1,487,459 635,537 Amounts in the table above reflect the common stock equivalents of the noted instruments. (l) Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU 2016-13. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a range of reasonable information to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. The Company is currently assessing the impact of adopting this standard, but based on a preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,” or ASU 2020-06. ASU 2020-06 simplifies accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. ASU 2020-06 also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and early adoption is permitted in annual reporting periods ending after December 15, 2020. The Company will adopt this guidance as of January 1, 2022 , using the full retrospective method of adoption. The adoption will eliminate the presentation of the beneficial conversion feature on the consolidated statement of operations and it will have no other material impact to the Company. In May 2021, the FASB issued ASU No. 2021-04, “Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options,” or ASU 2021-04. ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and early adoption is permitted. The Company will adopt this guidance as of January 1, 2022 , using the prospective method of adoption. This adoption will not have a material impact to the Company or its disclosures. In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” or ASU 2021-10. ASU 2021-10 requires entities to provide disclosures on government assistance transactions for annual reporting periods. The disclosures include information around the nature of the transaction, the related accounting policies used to account for the transaction, the effect of the transaction on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. ASU 2021-10 is effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. The Company will adopt this guidance as of January 1, 2022 , using the prospective method of adoption. This adoption will not have a material impact to the Company or its disclosures. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | (4) Fair Value of Financial Instruments The Company follows the provisions of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures ,” for fair value measurement recognition and disclosure purposes for its financial assets and financial liabilities that are remeasured and reported at fair value each reporting period. The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents, warrants and contingent consideration. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy. Categorization is based on a three-tier valuation hierarchy, which prioritizes the inputs used in measuring fair value, as follows: • Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: Inputs that are other than quoted prices in active markets for identical assets and liabilities, inputs that are quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are either directly or indirectly observable; and • Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company has classified assets and liabilities measured at fair value on a recurring basis as follows: Fair value measurements at reporting Quoted prices Significant Significant At December 31, 2021: Assets: Cash equivalents Money market mutual funds (See Note 5) $ 10,110 $ — $ — Total cash equivalents $ 10,110 $ — $ — Liabilities: Warrants (See Note 13(c)) $ — $ — $ 7 Contingent consideration (See Note 12) $ — $ — $ 23,862 $ — $ — $ 23,869 At December 31, 2020: Assets: Cash equivalents (See Note 5) Money market mutual funds $ 24,210 $ — $ — Commercial paper — 4,500 — Total cash equivalents $ — $ 4,500 $ — Liabilities: Warrants (See Note 15(c)) $ — $ — $ 65 Contingent consideration (See Note 12) $ — $ — $ 65,043 $ — $ — $ 65,108 The reconciliation of the warrant liability and contingent consideration measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: Warrants Contingent Consideration Balance at December 31, 2019 $ — $ 66,358 Additions 8,111 — Reclassification to equity upon exercise of warrants ( 2,922 ) — Payment of contingent consideration — ( 3,560 ) Remeasurement 16,734 2,245 Reclassification to equity upon warrant exchange ( 21,858 ) — Balance at December 31, 2020 65 65,043 Payment of contingent consideration — ( 7,869 ) Remeasurement ( 58 ) ( 33,312 ) Balance at December 31, 2021 $ 7 $ 23,862 Current portion as of December 31, 2021 $ — $ 6,416 Long-term portion as of December 31, 2021 7 17,446 See Note 13(c) for the significant assumptions and inputs used to determine the fair value of liability classified warrants. Based on the amended terms of the Alkermes agreement (see Note 12(b)), the remaining contingent consideration payments include the second components, which became payable upon regulatory approval, and includes remaining payments of $ 45,000 payable in seven equal annual payments of approximately $ 6,400 of which the first payment was made in February 2021, the first anniversary of such approval. The third component consists of three potential payments, based on the achievement of specified annual revenue targets, which currently do not have a fair value assigned to its achievement at December 31, 2021 . The fourth component consists of a royalty payment between 10 % and 12 % (subject to a 30 % reduction when no longer covered by patent) for a defined term on future injectable meloxicam net sales. The fair value of the remaining second consideration component is estimated by applying a risk-adjusted discount rate to the scheduled remaining payments. The fair value of the third contingent consideration component is estimated using the Monte Carlo simulation method and applying a risk-adjusted discount rate to the potential payments resulting from probability-weighted revenue projections based upon the expected revenue target attainment dates. The fair value of the fourth contingent consideration component is estimated by applying a risk-adjusted discount rate to the potential payments resulting from probability-weighted revenue projections and the defined royalty percentage. As of December 31, 2021, the fair value calculations used a discount rate of 35.00 %. As of December 31, 2020, the fair value calculations used discount rates in the range of 19.41 % to 36.03 %, with a weighted average of 27.39 %. The fair value of the contingent consideration liability is measured using inputs and assumptions as of the date of the financial statements. The current portion of the contingent consideration represents the estimated probability-adjusted fair value that is expected to become payable within one year as of December 31, 2021. Events and circumstances impacting the fair value of the liability that occur after the balance sheet date, but before the date that the financial statements are available to be issued, are adjusted in the period during which such events and circumstances occur. These fair values are based on significant inputs not observable in the market, which are referred to in the guidance as Level 3 inputs. The contingent consideration components are classified as liabilities and are subject to the recognition of subsequent changes in fair value through the results of operations. The Company follows the disclosure provisions of FASB ASC Topic 825, “ Financial Instruments ”, for disclosure purposes for financial assets and financial liabilities that are not measured at fair value. As of December 31, 2021, the financial assets and liabilities recorded on the Consolidated Balance Sheets that are not measured at fair value on a recurring basis include accounts receivable, accounts payable and accrued expenses, which approximate fair value due to the short-term nature of these instruments. The fair value of debt, where a quoted market price is not available, is evaluated based on, among other factors, interest rates currently available to the Company for debt with similar terms, remaining payments and considerations of the Company’s creditworthiness. The Company determined that the recorded book value of debt approximated fair value at December 31, 2021 due to the fact that the debt arrangements reflect market terms from recent transactions. |
Cash Equivalents
Cash Equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Cash Equivalents | (5) Cash Equivalents The following is a summary of cash equivalents: December 31, 2021 Amortized Gross Unrealized Estimated Description Cost Gain Loss Fair Value Money market mutual funds $ 10,110 $ — $ — $ 10,110 Total cash equivalents $ 10,110 $ — $ — $ 10,110 December 31, 2020 Amortized Gross Unrealized Estimated Description Cost Gain Loss Fair Value Money market mutual funds $ 24,210 $ — $ — $ 24,210 Commercial paper 4,500 — — 4,500 Total cash equivalents $ 28,710 $ — $ — $ 28,710 As of December 31, 2021 and 2020 , the Company’s cash equivalents had maturities of one month . |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | (6) Inventory Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. The Company expensed costs related to inventory within the Research and development line in the Consolidated Statements of Operations until it received approval from the FDA to market a product, at which time the Company commenced capitalization of costs relating to that product. Adjustments to inventory are determined at the raw material, sub-assemblies and finished goods levels to reflect obsolescence or impaired balances. Inventory consists of the following: December 31, 2021 December 31, 2020 Raw materials $ 53 $ 130 Sub-assemblies 4,656 2,476 Finished goods 645 928 5,354 3,534 Reserve for inventory obsolescence ( 352 ) ( 556 ) Inventory $ 5,002 $ 2,978 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | (7) Property, Plant and Equipment Property, plant and equipment consists of the following: December 31, 2021 December 31, 2020 Building and improvements $ 196 $ 196 Furniture, office and computer equipment 952 934 Manufacturing and laboratory equipment 717 717 Construction in progress 4,622 4,453 6,487 6,300 Less: accumulated depreciation 1,472 1,248 Property, plant and equipment, net $ 5,015 $ 5,052 Depreciation expense for the years ended December 31, 2021 and 2020 was $ 240 and $ 408 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | (8) Leases The Company is a party to various operating leases in Malvern, Pennsylvania and Dublin, Ireland for office space and office equipment. Right-of-use assets are recorded on the Consolidated Balance Sheet in other long-term assets. Operating lease liabilities are recorded on the Consolidated Balance Sheet in accrued expenses and other current liabilities and other long-term liabilities, based on the timing of expected cash payments. The Company determines if an arrangement is a lease at inception. The arrangement is a lease if it conveys the right to the Company to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Lease terms vary based on the nature of operations. The current leased facility recorded on the Consolidated Balance Sheet is classified as an operating lease with a remaining lease term of 6 years . Most leases contain specific renewal options where notice to renew must be provided in advance of lease expiration or automatic renewals where no advance notice is required. Periods covered by an option to extend the lease were included in the non-cancellable lease term when exercise of the option was determined to be reasonably certain. Costs determined to be variable and not based on an index or rate were not included in the measurement of operating lease liabilities. As most leases do not provide an implicit rate, the Company’s effective interest rate was used to discount its lease liabilities. The Company’s leases with an initial term of twelve months or less that do not have a purchase option or extension that is reasonably certain to be exercised are not included in the right of use asset or lease liability on the Consolidated Balance Sheets. Lease expense is recognized on a straight-line basis over the lease term. As of December 31, 2021, undiscounted future lease payments for non-cancellable operating leases are as follows: December 31, 2021 2022 $ 446 2023 270 2024 278 2025 278 2026 287 2027 295 Total lease payments 1,854 Less imputed interest ( 848 ) Total operating lease liability $ 1,006 For the year ended December 31, 2021 , the weighted average remaining lease term was 6 years and the weighted average discount rate was 23 % . The components of the Company’s lease cost were as follows: December 31, 2021 December 31, 2020 Operating lease cost $ 330 $ 393 Short-term lease cost 192 100 Total lease cost $ 522 $ 493 Cash paid for amounts included in the measurement of lease liabilities, which is included in operating cash flows, was $ 348 and $ 508 for the years ended December 31, 2021 and 2020 , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (9) Intangible Assets The following represents the balances of the intangible assets: December 31, 2021 December 31, 2020 Asset resulting from R&D activities $ 26,400 $ 26,400 Accumulated amortization ( 4,722 ) ( 2,146 ) Intangible assets, net $ 21,678 $ 24,254 Amortization expense for the years ended December 31, 2021 and 2020 was $ 2,576 and $ 2,146 , respectively. As of December 31, 2021, future amortization expense is as follows: Amortization 2022 $ 2,576 2023 2,576 2024 2,576 2025 2,576 2026 and thereafter 11,374 Total $ 21,678 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | (10) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, December 31, 2021 2020 Payroll and related costs $ 3,516 $ 3,177 Professional and consulting fees 1,071 802 Other research and development costs 157 243 Interest payable 116 126 Guarantee liability — 422 Other 680 556 Accrued expenses and other current liabilities $ 5,540 $ 5,326 In November 2020, the Company implemented a reduction in force impacting approximately 40 employees and resulted in a charge of $ 1,753 , primarily related to severance, of which $ 25 remains accrued and unpaid as of December 31, 2021 . |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | (11) Debt The following table summarizes the components of the carrying value of debt: December 31, December 31, 2021 2020 Paycheck Protection Program Loan $ — $ 1,537 Credit Agreement 10,000 10,000 Unamortized deferred issuance costs ( 1,583 ) ( 2,427 ) Exit fee accretion 114 42 Total debt $ 8,531 $ 9,152 Current portion $ 2,222 $ 683 Long-term portion, net 6,309 8,469 (a) Paycheck Protection Program Loan On April 13, 2020, the Company applied to PNC Bank, National Association (the “Lender”) under the Small Business Administration (the “SBA”) Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) for a loan of $ 1,537 (the “Loan”). On May 8, 2020, the Company entered into a promissory note with respect to the Loan in favor of the Lender (the “PPP Loan”). The PPP Loan has a two-year term, matures on May 8, 2022 , and bears interest at a stated rate of 1.0 % per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence on the earlier of September 15, 2021 , or the date on which a forgiveness decision is received from the Lender. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The PPP Loan provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges. The PPP Loan may be partially or fully forgiven if the Company complies with the provisions of the CARES Act and related guidance including using the PPP Loan proceeds for covered payroll costs, rent, utilities and certain other expenses, and using at least 60 % of the PPP Loan proceeds to pay covered payroll costs as defined by the CARES Act. Any forgiveness of the PPP Loan will be subject to approval by the SBA and the Lender will require the Company to apply for such treatment in the future. During 2021, the Company received a Notice of PPP Forgiveness Payment from the SBA regarding the approval of their application for forgiveness of the PPP Loan of $1,537 and accrued interest. As a result, the Company recognized a gain on extinguishment of the PPP Loan of $ 1,553 in other income during the year ended December 31, 2021. (b) Credit Agreement On May 29, 2020 (the “Credit Agreement Closing Date”), the Company entered into a $ 50,000 Credit Agreement (the “Credit Agreement”) by and among the Company, Wilmington Trust, National Association, in its capacity as the agent (“Agent”), and MAM Eagle Lender, LLC, as the lender (together with any other lenders under the Credit Agreement from time to time, collectively, the “Lenders”). The Credit Agreement provides for a term loan in the original principal amount of $ 10,000 (the “Tranche One Loans”) funded on the Credit Agreement Closing Date. Pursuant to the terms of the Credit Agreement, there are four additional tranches of term loans, in an aggregate original principal amount of $ 40,000 (the “Tranche Two Loans”, “Tranche Three Loans”, “Tranche Four Loans” and the “Tranche Five Loans”, and collectively with the Tranche One Loans, the “Term Loans” and each a “Term Loan”). As of December 31, 2021 , no funds have been drawn from the additional tranches. The Tranche Two Loans in an amount not to exceed $ 5,000 may be drawn upon on or before August 29, 2021 provided that the Company generates at least $ 5,000 in net revenue in the three consecutive calendar months immediately preceding the date such Tranche Two Loans are funded. The Tranche Two Loans may also be drawn on a subsequent date with the satisfaction of the conditions for the Tranche Three Loans, Tranche Four Loans, or Tranche Five Loans, as applicable, provided that the Tranche Two Loans may not be drawn more than once. The Tranche Three Loans in an amount not to exceed $ 5,000 may be drawn upon on or before November 29, 2021 provided that the Company generates at least $ 10,000 in net revenue in the three consecutive calendar months immediately preceding such date such Tranche Three Loans are funded. The Tranche Three Loans may also be drawn on a subsequent date with the satisfaction of the conditions for the Tranche Four Loans or Tranche Five Loans, as applicable, provided that the Tranche Three Loans may not be drawn more than once. The Tranche Four Loans in an amount not to exceed $ 10,000 may be drawn upon, subject to the consent of the Lenders, on or before August 29, 2022 provided that the Company generates at least $ 20,000 in net revenue in the three consecutive calendar months immediately preceding the date such Tranche Four Loans are funded. The Tranche Four Loans may also be drawn on a subsequent date with the satisfaction of the conditions for the Tranche Five Loans provided that the Tranche Four Loans may not be drawn more than once. The Tranche Five Loans in an amount not to exceed $ 20,000 may be drawn upon, subject to the consent of the Lenders, on or before March 1, 2023 provided that the Company generates at least $ 100,000 in net revenue in the twelve consecutive calendar months immediately preceding the date such Tranche Five Loans are funded. The Term Loans will bear interest at a per annum rate equal to 13.5 %, with monthly, interest-only payments until the date that is three years prior to the Maturity Date (as defined below) (the “Amortization Date”). The maturity date of the Credit Agreement is May 29, 2025 , but may be extended to May 29, 2026 provided that the EBITDA (as defined in the Credit Agreement) for the consecutive twelve-month period ending on or immediately prior to May 29, 2022 is greater than $ 10,000 (such date, “Maturity Date”). Beginning on the Amortization Date, the Company will be obligated to pay amortization payments (in addition to the interest stated above) on such date and each month thereafter in equal month installments of principal based on an amortization schedule of thirty-six months . Any unpaid principal amount of the Term Loans is due and payable on the Maturity Date. Subject to certain exceptions, the Company is required to make mandatory prepayments of the Term Loans, with the proceeds of asset sales, extraordinary receipts, debt issuances and specified other events. The Company may make voluntary prepayments in whole or in part, subject to a prepayment premium equal to (i) with respect to any prepayment paid on or prior to the third anniversary of the Tranche One Loan (or, in the case of each of the Tranche Two Loans, Tranche Three Loans, Tranche Four Loans or Tranche Five Loans, the third anniversary of the date each such loan is funded), the remaining scheduled payments of interest that would have accrued on the Term Loans being prepaid, repaid or accelerated, but that remained unpaid, in no event to be less than 5.0 % of the principal amount of the Term Loan being prepaid, and (ii) with respect to any prepayment paid after the third but prior to the fourth anniversary of the Tranche One Loan (or, in the case of each of the Tranche Two Loans, Tranche Three Loans, Tranche Four Loans or Tranche Five Loans, the fourth anniversary of the date each such loan is funded), 3.0 % of the principal amount of the Term Loan being prepaid. In addition, an exit fee will be due and payable upon prepayment or repayment of the Term Loans (including, without limitation, on the Maturity Date) equal to the lesser of 2.5 % of the sum of the aggregate principal amount of the Term Loans advanced or approved to be advanced by the Lenders and $ 700 ; provided that such exit fee will be equal to $ 700 if fee is paid in conjunction with a change of control that occurs in connection with the payoff or within 6 months thereof. As of December 31, 2021 , the Company will have to pay a 2.5 % exit fee, which is $ 250 at the current outstanding loan balance and is being accreted to the carrying amount of the debt using the effective interest method over the term of the loan. The Credit Agreement contains certain usual and customary affirmative and negative covenants, as well as financial covenants including a minimum liquidity requirement of $ 5,000 at all times and minimum EBITDA levels that the Company may need to satisfy on a quarterly basis beginning in September 2021, subject to borrowing levels. As of December 31, 2021, the Company was in compliance with the required covenants for minimum liquidity as the minimum EBITDA criteria is not applicable until additional tranches are drawn. As of December 31, 2021, borrowings under the Credit Agreement are classified based on their schedule maturities. As a result of the liquidity conditions discussed in Note 2, the Company is not expected to be able to maintain its minimum liquidity covenant over the next twelve months without additional capital financing. If the Company is unable to maintain its minimum liquidity covenant, it is reasonably possible that the Lenders could demand repayment of the borrowings under the Credit Agreement during the next twelve months. In connection with the Credit Agreement, the Company issued a warrant to MAM Eagle Lender, LLC to purchase 15,060 shares of the Company’s common stock, at an exercise price equal to $ 160.65 per share. See Note 13(c) for additional information. The warrant is exercisable through May 29, 2027 . The Company recorded debt issuance costs for the Credit Agreement of $ 1,496 plus the fair value of warrants of $ 1,423 , which are being amortized using the effective interest method over the term of Credit Agreement. Debt issuance cost amortization is included in interest expense within the Consolidated Statements of Operations. As of December 31, 2021, the effective interest rate was 23.12 % %, which takes into consideration the non-cash amortization of the debt issuance costs and accretion of the exit fee. The Company recorded debt issuance cost amortization related to the Credit Agreement of $ 844 and $ 492 for the years ended December 31, 2021 and 2020 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (12) Commitments and Contingencies (a) Licenses and Supply Agreements The Company is party to an exclusive license with Orion for the development and commercialization of Dexmedetomidine for use in the treatment of pain in humans in any dosage form for transdermal, transmucosal (including sublingual and intranasal), topical, enteral or pulmonary (inhalational) delivery, but specifically excluding delivery vehicles for administration by injection or infusion, worldwide, except for Europe, Turkey and the CIS (currently includes Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Russia, Tajikistan, Turkmenistan, Ukraine and Uzbekistan), referred to herein as the Territory. The Company is required to pay Orion lump sum payments of up to € 20,500 ($ 23,200 as of December 31, 2021 ) on the achievement of certain developmental and commercial milestones, as well as a royalty on net sales during the term, which varies from 10 % to 20 % depending on annual sales levels. Through December 31, 2021 , no such milestones have been achieved. The Company is also party to an exclusive license agreement with Orion for the development and commercialization of Fadolmidine for use as a human therapeutic, in any dosage form in the Territory. The Company is required to pay Orion lump sum payments of up to € 12,200 ($ 13,807 as of December 31, 2021 ) on achievement of certain developmental and commercial milestones, as well as a royalty on net sales during the term, which varies from 10 % to 15 % depending on annual sales levels. Through December 31, 2021 , no such milestones have been achieved. In June 2017, the Company acquired the exclusive global rights to two novel neuromuscular blocking agents (“NMBs”) and a proprietary reversal agent from Cornell University (“Cornell”). The NMBs and reversal agent are referred to herein as the NMB Related Compounds. The NMB Related Compounds include one novel intermediate-acting NMB that has initiated Phase I clinical trials and two other agents, a novel short-acting NMB, and a rapid-acting reversal agent specific to these NMBs. The Company is obligated to make: (i) an annual license maintenance fee payment to Cornell in the remaining range of $ 70 to $ 125 until the first commercial sale of the NMB Related Compounds; and (ii) milestone payments to Cornell upon the achievement of certain milestones, up to a maximum, for each NMB Related Compound, of $ 5,000 for U.S. regulatory approval and commercialization milestones and $ 3,000 for European regulatory approval and commercialization milestones. The Company is obligated to pay Cornell royalties on net sales of the NMB Related Compound at a rate ranging from low to mid-single digits, depending on the applicable NMB Related Compounds and whether there is a valid patent claim in the applicable country, subject to an annual minimum royalty amount. Further, the Company will reimburse Cornell ongoing patent costs related to prosecution and maintenance of the patents related to the Cornell patents for the NMB Related Compounds. Through December 31, 2021 , no such milestones have been achieved. The Company is party to a Development, Manufacturing and Supply Agreement (“Supply Agreement”), with Alkermes plc (“Alkermes”) (through a subsidiary of Alkermes), pursuant to which Alkermes will (i) provide clinical and commercial bulk supplies of ANJESO formulation and (ii) provide development services with respect to the Chemistry, Manufacturing and Controls section of a New Drug Application (“an NDA”) for ANJESO. Pursuant to the Supply Agreement, Alkermes will supply the Company with such quantities of bulk ANJESO formulation as shall be reasonably required for the completion of clinical trials of ANJESO. During the term of the Supply Agreement, the Company will purchase its clinical and commercial supplies of bulk ANJESO formulation exclusively from Alkermes, subject to certain exceptions, for a period of time. The Company is party to a Master Manufacturing Services Agreement and Product Agreement with Patheon, collectively the Patheon Agreements, pursuant to which Patheon provides sterile fill-finish of injectable meloxicam drug product at its Monza, Italy manufacturing site. The Company has agreed to purchase a certain percentage of its annual requirements of finished injectable meloxicam from Patheon during the term of the Patheon Agreements. (b) Contingent Consideration for the Alkermes Transaction On April 10, 2015, Recro completed the acquisition of a manufacturing facility in Gainesville, Georgia and the licensing and commercialization rights to injectable meloxicam (the “Alkermes Transaction”). Pursuant to the purchase and sale agreement and subsequent amendment with Alkermes, as amended, governing the Alkermes Transaction, the Company agreed to pay to Alkermes up to an additional $ 140,000 in milestone payments including $ 60,000 upon regulatory approval payable over a seven-year period , as well as net sales milestones related to injectable meloxicam and royalties on future product sales of injectable meloxicam. Based on the amended terms of the Alkermes agreement, the contingent consideration consists of four separate components. The first component was (i) a $ 5,000 payment made in the first quarter of 2019 and (ii) a $ 5,000 payment made in the second quarter of 2019. The second components became payable upon regulatory approval in February 2020 and include (i) a $ 5,000 payment which was paid in three installments during 2020 and 2021, and (ii) $ 45,000 payable in seven equal annual payments of approximately $ 6,400 beginning on the first anniversary of such approval, of which the first payment was made in the first quarter of 2021. The third component consists of three potential payments, based on the achievement of specified annual revenue targets, which currently do not have a fair value assigned to its achievement. The fourth component consists of a royalty payment between 10 % and 12 % (subject to a 30 % reduction when no longer covered by patent) for a defined term on future injectable meloxicam net sales. As of December 31, 2021, the Company has paid $ 21,429 in milestone payments to Alkermes. (c) Litigation The Company is involved, from time to time, in various claims and legal proceedings arising in the ordinary course of its business. The Company accrues for any legal costs as they are incurred. Except as disclosed below, the Company is not currently a party to any such claims or proceedings that, if decided adversely to it, would either individually or in the aggregate have a material adverse effect on its business, financial condition or results of operations. In connection with the Separation, the Company accepted assignment by Recro of all of Recro’s obligations in connection with a securities class action lawsuit (the “Securities Litigation”) and agreed to indemnify Recro for all liabilities related to the Securities Litigation. On May 31, 2018, the Securities Litigation was filed against Recro and certain of Recro’s officers and directors in the U.S. District Court for the Eastern District of Pennsylvania (Case No. 2:18-cv-02279-MMB) that purported to state a claim for alleged violations of Section 10(b) and 20(a) of the Exchange Act and Rule 10(b)(5) promulgated thereunder, based on statements made by Recro concerning the NDA for ANJESO. The complaint seeks unspecified damages, interest, attorneys’ fees and other costs. On December 10, 2018, the lead plaintiff filed an amended complaint that asserted the same claims and sought the same relief but included new allegations and named additional officers as defendants. On February 8, 2019, Recro filed a motion to dismiss the amended complaint in its entirety, which the lead plaintiff opposed on April 9, 2019. On May 9, 2019, Recro filed its response and briefing was completed on the motion to dismiss. In response to questions from the Judge, the parties submitted supplemental briefs with regard to the motion to dismiss the amended complaint during the fall of 2019. On February 18, 2020, the motion to dismiss was granted without prejudice. On April 25, 2020, the plaintiff filed a second amended complaint. Recro filed a motion to dismiss the second amended complaint on June 18, 2020. The plaintiff filed an opposition to the motion to dismiss on August 17, 2020. On September 16, 2020, Recro filed a reply in support of the motion to dismiss. On March 1, 2021, Recro’s second motion to dismiss was denied. On June 21, 2021, the defendants filed an answer and affirmative defenses to the second amended complaint. Since then, the parties have been engaged in discovery, which must conclude by March 15, 2022. On September 30, 2021, the plaintiff filed a motion for class certification and appointment of class representative. Recro filed an opposition to the plaintiff’s motion on November 30, 2021. On January 6, 2022, the plaintiff filed a reply in support of the motion for class certification. Recro requested oral argument on this motion, and the plaintiff has taken the position that the motion can be decided on the papers. Motions for summary judgment must be filed by May 27, 2022. The Company believes that the lawsuit is without merit and intends to vigorously defend against it, unless and until a resolution satisfactory to Recro and the Company can be achieved. At this time, no assessment can be made as to its likely outcome or whether the outcome will be material to the Company. As of December 31, 2021, the Company has recorded a receivable of $ 561 , which represents the insurance recoverable expenses as the Company has met its insurance deductible related to this matter. (d) Purchase Commitments As of December 31, 2021, the Company had outstanding non-cancelable and cancelable purchase commitments in the aggregate amount of $ 4,777 related to inventory and other goods and services, predominantly manufacturing activities. The timing of certain purchase commitments cannot be estimated as it is dependent on the outcome of other strategic evaluations and agreements. (e) Certain Compensation and Employment Agreements The Company has entered into employment agreements with certain of its named executive officers. As of December 31, 2021, these employment agreements provided for, among other things, annual base salaries in an aggregate amount of not less than $ 1,317 from that date through June 2023 . |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Structure | (13) Capital Structure (a) Common Stock On November 21, 2019, the Company separated from Recro as a result of a special dividend distribution of all the outstanding shares of its common stock to Recro shareholders. On the distribution date, each Recro shareholder received one share of Baudax Bio’s common stock for every two and one-half shares of Recro common stock held of record at the close of business on November 15, 2019. Upon the Distribution, 268,473 shares of common stock were issued, of which 1,311 were distributed after December 31, 2019. The Company is authorized to issue 190,000,000 shares of common stock, with a par value of $ 0.01 per share. On February 13, 2020, the Company entered into a Sales Agreement (the “ATM Facility”) with JMP Securities LLC, as sales agent (the “Agent”), pursuant to which the Company may, from time to time, issue and sell shares of its common stock, par value $ 0.01 per share, in an aggregate offering price of up to $ 25,000 through the Agent. On May 27, 2021, the Company voluntarily terminated the ATM Facility with the Agent. During the term of the ATM Facility, the Company sold an aggregate of 12,628 shares of common stock under the ATM Facility for net proceeds of $ 3,612 . The Agent was paid a sales commission of 3 % for such sales under the ATM Facility. The ATM Facility was terminable at will by the Company with no penalty. On March 26, 2020, the Company closed an underwritten public offering of 219,780 shares of its common stock, Series A Warrants to purchase 219,780 shares of common stock (the “March Series A Warrants”) and Series B Warrants to purchase 219,780 shares of common stock (the “March Series B Warrants”), at an exercise price of $ 160.65 per share for the March Series A Warrants and at an exercise price of $ 113.75 per share for the March Series B Warrants, for net proceeds to the Company of $ 23,085 , after deducting underwriting discounts and commissions and offering expenses. On November 24, 2020, the Company closed a registered direct offering of 81,429 shares of its common stock, warrants to purchase 289,330 shares of common stock (the “November Series A Warrants”) at an exercise price of $ 42.00 per share, pre-funded warrants to purchase 207,902 shares of common stock (the “November Series B Warrants”) at an exercise price of $ 0.35 per share, for net proceeds to the Company of $ 10,763 . As compensation to H.C. Wainwright & Co., LLC (the “Placement Agent”) as placement agent, the Company agreed to pay to the Placement Agent a cash fee of 6.0 % of the aggregate gross proceeds, plus a management fee equal to 1.0 % of the gross proceeds and reimbursement of certain expenses and legal fees. The Company also issued warrants to purchase 17,357 shares of common stock (the “November Placement Agent Warrants”) at an exercise price of $ 51.84375 per share. On December 18, 2020, the Company closed a registered direct offering of 121,428 shares of its common stock, warrants to purchase 294,298 shares of common stock (the “December Series A Warrants”) at an exercise price of $ 41.30 per share, pre-funded warrants to purchase 172,869 shares of common stock (the “December Series B Warrants”) at an exercise price of $ 0.35 per share, for net proceeds to the Company of $ 10,933 . As compensation to the Placement Agent, the Company agreed to pay to the Placement Agent a cash fee of 6.0 % of the aggregate gross proceeds, plus a management fee equal to 1.0 % of the gross proceeds and reimbursement of certain expenses and legal fees. The Company also issued warrants to purchase 17,654 shares of common stock (the “December Placement Agent Warrants”) at an exercise price of $ 50.96875 per share. On February 8, 2021, the Company closed a registered direct offering of 314,286 shares of common stock (the “February Offering”) at an offering price of $ 56.00 per share for net proceeds to the Company of $ 16,187 . As compensation to the Placement Agent, the Company agreed to pay the Placement Agent a cash fee of 6.0 % of the gross proceeds raised in the February Offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the February Offering and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Placement Agent warrants to purchase 18,854 shares of common stock (the “February Placement Agent Warrants”) at an exercise price of $ 70.00 per share. On May 31, 2021, the Company closed a registered direct offering of 400,815 shares of common stock (the “May Offering”) at an offering price of $ 29.75 per share and warrants to purchase 400,812 shares of common stock (the “May Warrants”) at an exercise price of $ 31.50 per share, for net proceeds to the Company of $ 10,861 . As compensation to the Placement Agent, the Company agreed to pay the Placement Agent a cash fee of 6.0 % of the gross proceeds raised in the May Offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the May Offering and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Placement Agent warrants to purchase 24,046 shares of common stock (the “May Placement Agent Warrants”) at an exercise price of $ 37.1875 per share. The May Warrants and May Placement Agent Warrants were exercisable on the six-month anniversary of the closing date of the May Offering. On December 28, 2021, the Company closed a registered direct offering (the “December 2021 Offering”) of 42,289.3 shares of the Company’s Series A Preferred Stock, par value $ 0.01 per share (the “Preferred Stock”), at a stated value of $ 100.00 per share and warrants to purchase 362,479 shares of common stock of the Company (the “December 2021 Warrants”) for net proceeds of $ 3,658 . The shares of Preferred Stock are convertible, on the date after the issuance thereof, into an aggregate of 483,306 shares of common stock at a conversion price of $ 8.75 per share, of which 34,000 shares of Preferred Stock were converted to common stock on December 29, 2021. The Preferred Stock have no voting rights, other than the right to vote as a class on certain matters, and each share of Preferred Stock will have the right to cast 3,571 votes per share of Preferred Stock on an amendment to the Company’s Amended and Restated Articles of Incorporation , as amended, to effect a reverse stock split of the Company’s outstanding shares of common stock by a ratio to be determined by the Board of Directors of the Company, voting together with the common stock as a single class; and in accordance with Nasdaq Stock Market LLC Listing Rules, the votes cast by holders of the Preferred Stock must be counted by the Company in the same proportion as the aggregate shares of Common Stock voted on the proposal. The holders of Preferred Stock are entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of common stock. The Company recognized a beneficial conversion charge of $ 2,422 during the year ended December 31, 2021, which represents the in-the-money value of the conversion rate as of the date of issuance. As compensation to the Placement Agent, the Company agreed to pay the Placement Agent a cash fee of 7.0 % of the gross proceeds raised in the December 2021 Offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the December 2021 Offering and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Placement Agent warrants to purchase 28,996 shares of common stock (the “December 2021 Placement Agent Warrants”). The December 2021 Warrants and the December 2021 Placement Agent Warrants have an exercise price of $ 11.20 per share and were exercisable upon the six-month anniversary of their issuance. (b) Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $ 0.01 per share. See Note 13(a) for additional information regarding the December 2021 Offering. As of December 31, 2021 , 8,289.3 shares of Preferred Stock were issued and outstanding. (c) Warrants On May 29, 2020, in connection with the Credit Agreement, the Company issued a warrant to MAM Eagle Lender, LLC to purchase 15,060 shares of common stock, at an exercise price equal to $ 160.65 per share (see Note 11(b)). On October 19, 2020, the Company entered into Warrant Exchange Agreements (each, an “Exchange Agreement”) with certain holders (each, a “Holder”) of the Company’s outstanding March Series A Warrants and March Series B Warrants. Pursuant to the Exchange Agreements, the Holders, at their election, agreed to a cashless exchange of either all of their March Series A Warrants or March Series B Warrants, in each case for 0.0057 shares of the Company’s common stock per warrant (rounded up to the nearest whole share) (the “Exchange”). The Company issued 33,908 shares of its common stock to the participating Holders as a result of the Exchange. As a result of the Exchange, pursuant to certain price adjustment provisions in the warrants, the exercise price of each of the March Series A Warrants or March Series B Warrants (including warrants held by holders not participating in the Exchange) that were not exchanged were adjusted to par value, or $ 0.35 , for each share of common stock underlying such warrant. Pursuant to the Exchange Agreements, any outstanding warrant held by a Holder participating in the Exchange (i) was amended to remove certain anti-dilution and variable pricing protections and (ii) in the case of March Series A Warrants not exchanged by a participating Holder, was amended to adjust the expiration date of such March Series A Warrants to April 26, 2021 (which is the expiration date of the March Series B Warrants). The March Series A and Series B warrants were liability classified prior to the Exchange because they contained anti-dilution provisions that did not meet the standard definition of anti-dilution provisions. The Company recorded a mark-to-market adjustment to record the March Series A and Series B warrant at their fair values immediately prior to the Exchange and then reclassified the remaining balance of $ 21,858 to equity as a result of the issuance of shares and the removal of the anti-dilution and variable pricing protections in the Exchange. On January 21, 2021, the Company entered into an agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in an offering (the “January Offering”), warrants exercisable for an aggregate of 294,298 shares of common stock of the Company (the “January Warrants”) at an offering price of $ 4.375 per warrant in exchange for the exercise of the institutional investor’s existing December Series A warrants that were issued to them on December 21, 2020, at an exercise price of $ 41.30 per warrant. The January Warrants have an exercise price of $ 56.00 per share. As compensation to the Placement Agent, in connection with the January Offering, the Company agreed to pay to the Placement Agent a cash fee of 6.0 % of the aggregate gross proceeds raised in the January Offering (including the proceeds relating to the exercise of the December Series A Warrants), plus a management fee equal to 1.0 % of the gross proceeds raised in the January Offering (including the proceeds relating to the exercise of the December Series A Warrants) and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Placement Agent warrants to purchase 17,654 shares of common stock (the “January Placement Agent Warrants”) at an exercise price of $ 70.00 per share. During the year ended December 31, 2020 , the Company issued 252,476 shares of common stock upon exercise of the March Series A and Series B Warrants for net proceeds of $ 2,538 . During the year ended December 31, 2020 , the Company issued 207,902 shares of common stock upon exercise of the November Series B Warrants for proceeds of $ 73 and 172,869 shares of common stock upon exercise of the December Series B Warrants for proceeds of $ 60 . During the year ended December 31, 2021 , the Company issued 3,189 shares of common stock upon exercise of the March Series B Warrants for net proceeds of $ 1 and 294,298 shares of common stock upon exercise of the December Series A Warrants for proceeds of $ 12,155 . As of December 31, 2021, the Company had the following warrants outstanding to purchase shares of the Company’s common stock: Number of Shares Exercise Price Expiration Date March Series A Warrants, 919 $ 0.35 March 26, 2025 MAM Eagle Lender Warrant 15,060 $ 160.65 May 29, 2027 November Series A Warrants 289,330 $ 42.00 November 24, 2025 November Placement Agent Warrants 17,357 $ 51.84375 November 24, 2025 December Placement Agent Warrants 17,654 $ 50.96875 December 18, 2025 January Warrants 294,298 $ 56.00 January 21, 2026 January Placement Agent Warrants 17,654 $ 70.00 January 21, 2026 February Placement Agent Warrants 18,854 $ 70.00 February 8, 2026 May Warrants 400,812 $ 31.50 June 1, 2027 May Placement Agent Warrants 24,046 $ 37.1875 May 31, 2026 December 2021 Warrants 362,479 $ 11.20 June 27, 2027 December 2021 Placement Agent Warrants 28,996 $ 11.20 December 27, 2026 With the exception of the March Series A Warrants to purchase 919 shares of common stock related to the public offering and held by non-participating investors in the Exchange that are liability classified as they contain antidilution provisions that do not meet the standard definition of antidilution provisions, the remaining warrants outstanding are equity classified. There were 13,432 warrants to purchase shares of common stock that were unexercised at the expiration date and as a result cancelled as of April 26, 2021. The following table summarizes the fair value and the assumptions used for the Black-Scholes option-pricing model for the liability classified warrants. December 31, 2021 Series A Fair value $ 7 Expected dividend yield — % Expected volatility 79.31 % Risk-free interest rates 0.97 % Remaining contractual term 3.24 years On March 1, 2022, the Company closed an underwritten public offering of 1,831,631 shares of its common stock, pre-funded warrants to purchase 1,677,141 shares of common stock at an exercise price of $ 0.01 per share and warrants to purchase 3,508,772 shares of common stock at an exercise price of $ 3.25 per share, as well as up to 526,315 additional shares of common stock and/or additional warrants to purchase up to 526,315 shares of common stock which may be purchased pursuant to a 30-day option to purchase additional securities granted to H.C. Wainwright & Co., LLC (the “Underwriter”) by the Company. The public offering price for each share of common stock and accompanying warrant to purchase one share of common stock was $ 2.85 , and the public offering price for each pre-funded warrant and accompanying warrant was $ 2.84 . As compensation to the Underwriter, the Company agreed to pay to the Underwriter a cash fee of 7.0 % of the gross proceeds, plus a cash management fee equal to 1.0 % of the gross proceeds and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Underwriter warrants to purchase 210,526 shares of common stock at an exercise price of $ 3.5625 per share. On February 28, 2022, the Underwriter partially exercised its option to purchase an additional 113,896 warrants. Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, was $ 8,842 . |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | (14) Stock-Based Compensation The Company has adopted the 2019 Plan that allows for the grant of stock options, stock appreciation rights and stock awards for a total of 85,714 shares of common stock. On December 1 st of each year, pursuant to the “Evergreen” provision of the 2019 Plan, the number of shares available under the plan shall be increased by an amount equal to 5 % of the outstanding common stock on December 1 st of that year or such lower amount as determined by the Board of Directors. In December 2021, the number of shares available for issuance under the 2019 Plan was increased by 120,605 . The total number of shares authorized for issuance under the 2019 plan as of December 31, 2021 is 263,167 . As of December 31, 2021, 93,376 shares are available for future grants under the 2019 Plan. Stock Options: Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over four years . The weighted average grant-date fair value of the Baudax Bio options awarded to employees during the years ended December 31, 2021 and 2020 was $ 17.92 and $ 47.60 , respectively. Under the 2019 Plan, the fair value of the Baudax Bio options was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: December 31, 2021 2020 Expected option life 5.6 years 5.7 years Expected volatility 74.47 % 74.24 % Risk-free interest rate 1.00 % 0.50 % Expected dividend yield — — The following table summarizes Baudax Bio stock option activity during the years ended December 31, 2021 and 2020: Number of Weighted Weighted Balance, December 31, 2019 18,386 $ 221.55 9.9 years Granted 55,136 75.09 Exercised — — Expired/forfeited/cancelled ( 8,317 ) 135.50 Balance, December 31, 2020 65,205 108.68 9.1 years Granted 76,171 45.20 Exercised — — Expired/forfeited/cancelled ( 15,958 ) 62.09 Balance, December 31, 2021 125,418 $ 76.05 8.6 years Vested 54,044 $ 86.72 7.7 years Vested and expected to vest 125,418 $ 76.05 8.6 years Included in the table above are 24,958 stock options outstanding as of December 31, 2021 that were granted outside of the 2019 Plan. The grants were made pursuant to the Nasdaq inducement grant exception in accordance with Nasdaq Listing Rule 5635(c)(4). Restricted Stock Units (RSUs): The following table summarizes Baudax Bio RSUs activity during the year ended December 31, 2021 and 2020: Number of shares Weighted Balance, December 31, 2019 39,405 $ 221.69 Granted 21,123 91.02 Vested and settled ( 30,041 ) 225.32 Expired/forfeited/cancelled ( 2,222 ) 135.68 Balance, December 31, 2020 28,265 126.94 Granted 37,382 34.24 Vested and settled ( 20,370 ) 97.08 Expired/forfeited/cancelled ( 4,208 ) 64.36 Balance, December 31, 2021 41,069 $ 63.79 Expected to vest 25,943 Included in the table above are 7,078 time-based RSUs outstanding as of December 31, 2021 that were granted outside of the 2019 Plan. The grants were made pursuant to the Nasdaq inducement grant exception in accordance with Nasdaq Listing Rule 5635(c)(4). Stock-Based Compensation Expense: Stock-based compensation expense for the years ended December 31, 2021 and 2020 was $ 4,789 and $ 9,341 , respectively. For the current year, this represents stock-based compensation from the Baudax Bio awards as well as stock-based compensation from the Recro Equity Plan for the acceleration of vesting for Baudax Bio employees in their Recro awards. For the prior year, this represents stock-based compensation from the 2019 Plan as well as stock-based compensation from the Recro Equity Plan for certain Baudax Bio employees who were continuing to vest in their Recro awards but were not performing services for Recro. As of December 31, 2021, there was $ 3,902 of unrecognized compensation expense related to unvested options and time-based RSUs that are expected to vest and will be expensed over a weighted average period of 2.4 years. As of December 31, 2021, there was $ 450 of unrecognized compensation expense related to unvested performance-based RSUs. The aggregate intrinsic value represents the total amount by which the fair value of the common stock subject to options exceeds the exercise price of the related options. As of December 31, 2021, there was no aggregate intrinsic value of the vested and unvested options. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (15) Income Taxes The components of loss before income tax are as follows: December 31, 2021 2020 Domestic $ ( 18,347 ) $ ( 74,277 ) Foreign ( 1,422 ) ( 1,823 ) Loss before income taxes $ ( 19,769 ) $ ( 76,100 ) The components of income tax provision (benefit) are as follows: December 31, 2021 2020 Current: Federal $ — $ — State and local — — Foreign — — — — Deferred: Federal ( 4,116 ) ( 11,196 ) State and local 636 ( 4,318 ) Foreign 228 ( 228 ) ( 3,252 ) ( 15,742 ) Change in valuation allowance 3,252 15,742 $ — $ — A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % Foreign tax rate differential — ( 0.2 )% State taxes, net of federal benefit ( 3.2 )% 5.7 % Nondeductible expenses ( 0.2 )% ( 5.8 )% Change in valuation allowance ( 16.5 )% ( 20.7 )% Other ( 1.1 )% — Effective income tax rate — — The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 26,679 $ 15,289 Intangibles 2,559 2,469 Contingent consideration 1,709 11,485 Stock-based compensation 1,587 853 Operating lease liability ( 55 ) 43 Other temporary differences 890 420 Gross deferred tax asset 33,369 30,559 Valuation allowance ( 33,087 ) ( 29,714 ) Net deferred tax asset 282 845 Deferred tax liabilities: Prepaid expenses ( 389 ) ( 792 ) Right-of-use asset 63 ( 43 ) Other 44 ( 10 ) Deferred tax liabilities ( 282 ) ( 845 ) Net deferred taxes $ — $ — In assessing the realizability of the net deferred tax asset, the Company considers all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. In 2021 and 2020, the Company evaluated the need for a valuation allowance against its U.S. and state deferred tax assets based on the available positive and negative evidence available as if the Company was a standalone entity for all periods presented. An important aspect of objective negative evidence evaluated was the Company’s historical operating results over its life to date. The Company is in a three-year cumulative loss position through December 31, 2021. Thus, it is more likely than not that the Company’s U.S. and state deferred tax assets will not be realized, and a full valuation allowance has been recognized against the Company’s U.S. and state deferred tax assets. The following table summarizes carryforwards of Federal net operating losses and tax credits as of December 31, 2021: Amount Expiration Federal net operating losses $ 95,796 No expiration State net operating losses $ 86,762 2025 – 2041 Foreign net operating losses $ 673 No expiration Under the Tax Reform Act of 1986, as amended (the “Act”), the utilization of a corporation’s net operating loss and research and development tax credit carryforwards is limited following a greater than 50 % change in ownership during a three-year period. Any unused annual limitation may be carried forward to future years for the balance of the carryforward period. The Company has done an analysis to determine whether or not ownership changes, as defined by the Act, have occurred since inception in 2019. The Company determined that it has experienced ownership changes, as defined by the Act, during the current and previous tax years as a result of financings; accordingly, the Company’s ability to utilize the aforementioned carryforwards will be limited. Subsequent ownership changes may affect the limitation in future years. In addition, state net operating loss carryforwards may be further limited, including in Pennsylvania, which has a limitation of 40 % of taxable income after modifications and apportionment on state net operating losses utilized in any one year during tax years beginning 2019 going forward. The Company has not conducted an IRS Section 382 study for the year ended December 31, 2021. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021 , the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (16) Related Party Transactions Recro became a related party to the Company following the Separation. As part of the Separation, the Company entered into a transition services agreement with Recro, which terminated on December 31, 2020 . Under the transition services agreement, the Company provided certain services to Recro, each related to corporate functions, which were charged to Recro. For the year ended December 31, 2020, the Company recorded income of $ 1,964 related to the transition services agreement, which is recorded as a reduction in selling, general and administrative expenses. In connection with the Separation, Recro and Baudax entered into an Employee Matters Agreement. The Employee Matters Agreement allocates liabilities and responsibilities relating to employee compensation and benefits plans and programs and other related matters in connection with the Distribution including, without limitation, the treatment of outstanding Recro equity awards. In connection with the Separation, Recro and Baudax entered into a Tax Matters Agreement that governs the parties’ respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes for any tax period ending on or before the Distribution date, as well as tax periods beginning after the Distribution date. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | (17) Retirement Plan The Company has a voluntary 401(k) Savings Plan (the 401(k) Plan) in which all employees are eligible to participate. The Company’s policy is to match 100 % of the employee contributions up to a maximum of 5 % of employee compensation. Total Company contributions to the 401(k) plan for the year ended December 31, 2021 and 2020 were $ 773 and $ 628 , respectively. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | (18) Subsequent Event On March 13, 2022, the Company implemented a reduction in workforce of approximately 66 positions, aimed at reducing operating expenses. The Company estimates that it will incur approximately $ 4,000 of costs in connection with the reduction in workforce related to severance pay and other related termination benefits. The Company communicated the workforce reduction on March 14, 2022 and expects the majority of the costs to be incurred during the first half of 2022. The Company expects to complete the reduction in workforce by the end of the second quarter of 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Principles (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | (a) Use of Estimates The preparation of financial statements and the notes to the 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 such estimates. |
Cash and Cash Equivalents | (b) Cash and Cash Equivalents Cash and cash equivalents represents cash in banks and highly liquid short-term investments that have maturities of three months or less when acquired to be cash equivalents. These highly liquid short-term investments are both readily convertible to known amounts of cash and so near to their maturity that they present insignificant risk of changes in value because of the changes in interest rates. (c) Short-Term Investments Short-term investments generally consist of government money market funds and commercial paper with maturity of greater than three months when acquired and does not meet the definition of a cash or cash equivalents. The Company has historically classified its entire investment portfolio as available-for-sale securities and is carried at fair value with unrealized gains and losses included in comprehensive loss in the consolidated statement of operations and realized gains and losses included in other income/expense, if applicable. The Company uses benchmark inputs and industry standard analytical models to derive the fair value of its commercial paper. |
Property and Equipment | (d) Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: three to seven years for furniture and office equipment; six to ten years for manufacturing equipment; and the shorter of the remaining lease term or useful life for leasehold improvements. Repairs and maintenance costs are expensed as incurred. |
Goodwill and Intangible Assets | (e) Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired by the Company. Goodwill is not amortized but assessed for impairment on an annual basis or more frequently if impairment indicators exist. The impairment model prescribes a one-step method for determining impairment. The one-step quantitative test calculates the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company has one reporting unit. The Company performs its annual goodwill impairment test as of November 30th, or whenever an event or change in circumstances occurs that would require reassessment of the recoverability of goodwill. In performing the evaluation, the Company assesses qualitative factors such as overall financial performance of its reporting unit, anticipated changes in industry and market conditions, including recent tax reform, intellectual property protection, and competitive environments. The Company performed its annual test as of November 30, 2021 and there was no impairment to goodwill based on the analysis. The Company’s intangible asset is classified as an asset resulting from R&D activities. The Company determined the useful life of its asset resulting from R&D activities to be approximately 10 years, which is based on the remaining patent life, and is being amortized on a straight-line basis. The Company is required to review the carrying value of assets resulting from R&D activities for recoverability whenever events occur or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company performed a recoverability test as of November 30, 2021 after identifying indicators of impairment due to the market disruption of COVID-19 and its impacts on the Company. There was no impairment to intangible assets based on the analysis. |
Revenue Recognition | (f) Revenue Recognition Subsequent to regulatory approval for ANJESO from the FDA, the Company began selling ANJESO in the U.S. through a single third-party logistics provider (“3PL”), which takes title to and control of the goods. The Company recognizes revenue from ANJESO product sales at the point the title to the product is transferred to the customer and the customer obtains control of the product. The transaction price that is recognized as revenue for products includes an estimate of variable consideration for reserves, which result from discounts, returns, chargebacks, rebates and other allowances that are offered within contracts between the Company and end-user customers, wholesalers, group purchasing organizations and other indirect customers. The Company’s payment terms are generally between thirty to ninety days . The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available. These reserves reflect the Company’s best estimate of the amount of consideration to which the Company is entitled based on the terms of the contracts. The amount of variable consideration that is included in the transaction price may be constrained and is included in the net sales price only to the extent that is considered probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. |
Concentration of Credit Risk | (g) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, short-term investments, and accounts receivable. The Company manages its cash, cash equivalents and short-term investments based on established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company’s accounts receivable balance as of December 31, 2021 and 2020 is compromised solely from transactions with the Company’s 3PL. |
Research and Development | (h) Research and Development Research and development costs for the Company’s proprietary products/product candidates are charged to expense as incurred. Research and development expenses consist of internal costs and funds paid to third parties for the provision of services for pre-commercialization and manufacturing scale-up activities, drug development, pre-clinical activities, clinical trials, statistical analysis and report writing, and regulatory filing fees and compliance costs. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development project. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expenses relating to these costs. Upfront and milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. Costs incurred in obtaining product technology licenses are charged to research and development expense as acquired in-process research and development (“IPR&D”) if the technology licensed has not reached technological feasibility and has no alternative future use. |
Stock-Based Awards | (i) Stock-Based Awards Baudax Awards Share-based compensation included in the consolidated financial statements following the Separation is based upon the Baudax Bio, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The plan includes grants of stock options, time-based vesting restricted stock units (“RSUs”) and performance-based RSUs. The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. The Company accounts for forfeitures as they occur. Determining the appropriate fair value of stock options requires the input of subjective assumptions, including the expected life of the option and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and/or management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options was estimated using the “simplified method,” as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses an average of its peer group’s volatility in order to estimate future stock price trends. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future, therefore the dividend yield is zero. Recro Awards The Recro Pharma, Inc. 2018 Amended and Restated Equity Incentive Plan (the “Recro Equity Plan”) includes grants of stock options, time-based vesting RSUs and performance-based vesting RSUs granted to the Company’s employees prior to the Separation. The consolidated financial statements reflect share-based compensation expense based on an allocation of a portion of Recro share-based compensation issued to the Company’s employees based on where their services are performed. Recro measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Forfeitures are accounted for as they occur. Determining the appropriate fair value of stock options requires the input of subjective assumptions, including the expected life of the option and expected stock price volatility. Recro uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent Recro management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The expected life of stock options was estimated using the “simplified method,” as Recro has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, Recro uses the historical volatility of its publicly traded stock in order to estimate future stock price trends. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. |
Income Taxes | (j) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating losses and tax credit carryforwards. 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 operations in the period that includes the enactment date. A valuation allowance is recorded to the extent it is more likely than not that some portion or all of the deferred tax assets will not be realized. Because of the Company’s history of losses as a standalone entity, a full valuation allowance is recorded against deferred tax assets in all periods presented. Unrecognized income tax benefits represent income tax positions taken on income tax returns that have not been recognized in the consolidated financial statements. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company does not anticipate significant changes in the amount of unrecognized income tax benefits over the next year. |
Net Loss Per Common Share | (k) Net Loss Per Common Share Net loss per common share is computed using the two-class method required due to the participating nature of the Series A Preferred Stock (as defined and discussed in Note 13(b)). Except with respect to voting and conversion, the rights of the holders of the Company’s common stock and the Company’s Series A Preferred Stock are identical. Each class of shares has the same rights to dividends. Although the Preferred Stock are participating securities, such securities do not participate in net losses and therefore do not impact the Company’s net loss per share calculation as of December 31, 2021. Basic net loss per common share is determined by dividing net loss attributable to common shareholders by the weighted average common shares outstanding during the period. Diluted net loss per common share is determined using the weighted average common shares outstanding during the period plus the weighted average number of shares of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. Outstanding warrants, common stock options and unvested restricted stock units are excluded from the calculation of diluted net loss per share when their effect would be anti-dilutive. For purposes of calculating basic and diluted loss per common share, the denominator includes the weighted average common shares outstanding, the weighted average common stock equivalents for warrants priced at par value, or $ 0.01 , as the underlying common shares will be issued for little cash consideration and the conditions for the issuance of the underlying common shares are met when such warrants are issued, and, with regard to diluted loss per common share, the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive. The following table sets forth the computation of basic and diluted loss per share: Year ended December 31, 2021 2020 Basic and Diluted Loss Per Share Net loss attributable to common shareholders $ ( 22,191 ) $ ( 76,100 ) Weighted average common shares outstanding, basic and diluted 2,189,504 532,639 Net loss per share of common stock, basic and diluted $ ( 10.14 ) $ ( 142.87 ) The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2021 and 2020 as they would be anti-dilutive: December 31, 2021 2020 Options and restricted stock units outstanding 166,487 93,470 Warrants 1,487,459 635,537 Amounts in the table above reflect the common stock equivalents of the noted instruments. |
Recent Accounting Pronouncements | (l) Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU 2016-13. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a range of reasonable information to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. The Company is currently assessing the impact of adopting this standard, but based on a preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,” or ASU 2020-06. ASU 2020-06 simplifies accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. ASU 2020-06 also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and early adoption is permitted in annual reporting periods ending after December 15, 2020. The Company will adopt this guidance as of January 1, 2022 , using the full retrospective method of adoption. The adoption will eliminate the presentation of the beneficial conversion feature on the consolidated statement of operations and it will have no other material impact to the Company. In May 2021, the FASB issued ASU No. 2021-04, “Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options,” or ASU 2021-04. ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and early adoption is permitted. The Company will adopt this guidance as of January 1, 2022 , using the prospective method of adoption. This adoption will not have a material impact to the Company or its disclosures. In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” or ASU 2021-10. ASU 2021-10 requires entities to provide disclosures on government assistance transactions for annual reporting periods. The disclosures include information around the nature of the transaction, the related accounting policies used to account for the transaction, the effect of the transaction on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. ASU 2021-10 is effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. The Company will adopt this guidance as of January 1, 2022 , using the prospective method of adoption. This adoption will not have a material impact to the Company or its disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Principles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted loss per share: Year ended December 31, 2021 2020 Basic and Diluted Loss Per Share Net loss attributable to common shareholders $ ( 22,191 ) $ ( 76,100 ) Weighted average common shares outstanding, basic and diluted 2,189,504 532,639 Net loss per share of common stock, basic and diluted $ ( 10.14 ) $ ( 142.87 ) |
Schedule of Anti-Dilutive Securities | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2021 and 2020 as they would be anti-dilutive: December 31, 2021 2020 Options and restricted stock units outstanding 166,487 93,470 Warrants 1,487,459 635,537 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Classification of Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company has classified assets and liabilities measured at fair value on a recurring basis as follows: Fair value measurements at reporting Quoted prices Significant Significant At December 31, 2021: Assets: Cash equivalents Money market mutual funds (See Note 5) $ 10,110 $ — $ — Total cash equivalents $ 10,110 $ — $ — Liabilities: Warrants (See Note 13(c)) $ — $ — $ 7 Contingent consideration (See Note 12) $ — $ — $ 23,862 $ — $ — $ 23,869 At December 31, 2020: Assets: Cash equivalents (See Note 5) Money market mutual funds $ 24,210 $ — $ — Commercial paper — 4,500 — Total cash equivalents $ — $ 4,500 $ — Liabilities: Warrants (See Note 15(c)) $ — $ — $ 65 Contingent consideration (See Note 12) $ — $ — $ 65,043 $ — $ — $ 65,108 |
Reconciliation of Warrant Liability and Contingent Consideration Measured at Fair Value on Recurring Basis Using Unobservable Inputs | The reconciliation of the warrant liability and contingent consideration measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: Warrants Contingent Consideration Balance at December 31, 2019 $ — $ 66,358 Additions 8,111 — Reclassification to equity upon exercise of warrants ( 2,922 ) — Payment of contingent consideration — ( 3,560 ) Remeasurement 16,734 2,245 Reclassification to equity upon warrant exchange ( 21,858 ) — Balance at December 31, 2020 65 65,043 Payment of contingent consideration — ( 7,869 ) Remeasurement ( 58 ) ( 33,312 ) Balance at December 31, 2021 $ 7 $ 23,862 Current portion as of December 31, 2021 $ — $ 6,416 Long-term portion as of December 31, 2021 7 17,446 |
Cash Equivalents (Tables)
Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Summary of Cash Equivalents | The following is a summary of cash equivalents: December 31, 2021 Amortized Gross Unrealized Estimated Description Cost Gain Loss Fair Value Money market mutual funds $ 10,110 $ — $ — $ 10,110 Total cash equivalents $ 10,110 $ — $ — $ 10,110 December 31, 2020 Amortized Gross Unrealized Estimated Description Cost Gain Loss Fair Value Money market mutual funds $ 24,210 $ — $ — $ 24,210 Commercial paper 4,500 — — 4,500 Total cash equivalents $ 28,710 $ — $ — $ 28,710 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: December 31, 2021 December 31, 2020 Raw materials $ 53 $ 130 Sub-assemblies 4,656 2,476 Finished goods 645 928 5,354 3,534 Reserve for inventory obsolescence ( 352 ) ( 556 ) Inventory $ 5,002 $ 2,978 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following: December 31, 2021 December 31, 2020 Building and improvements $ 196 $ 196 Furniture, office and computer equipment 952 934 Manufacturing and laboratory equipment 717 717 Construction in progress 4,622 4,453 6,487 6,300 Less: accumulated depreciation 1,472 1,248 Property, plant and equipment, net $ 5,015 $ 5,052 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Undiscounted Future Lease Payments for Non-Cancellable Operating Leases | As of December 31, 2021, undiscounted future lease payments for non-cancellable operating leases are as follows: December 31, 2021 2022 $ 446 2023 270 2024 278 2025 278 2026 287 2027 295 Total lease payments 1,854 Less imputed interest ( 848 ) Total operating lease liability $ 1,006 |
Schedule of Components Least Cost | The components of the Company’s lease cost were as follows: December 31, 2021 December 31, 2020 Operating lease cost $ 330 $ 393 Short-term lease cost 192 100 Total lease cost $ 522 $ 493 Cash paid for amounts included in the measurement of lease liabilities, which is included in operating cash flows, was $ 348 and $ 508 for the years ended December 31, 2021 and 2020 , respectively. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Balance of Intangible Assets | The following represents the balances of the intangible assets: December 31, 2021 December 31, 2020 Asset resulting from R&D activities $ 26,400 $ 26,400 Accumulated amortization ( 4,722 ) ( 2,146 ) Intangible assets, net $ 21,678 $ 24,254 |
Summary of Future Amortization Expense | As of December 31, 2021, future amortization expense is as follows: Amortization 2022 $ 2,576 2023 2,576 2024 2,576 2025 2,576 2026 and thereafter 11,374 Total $ 21,678 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, December 31, 2021 2020 Payroll and related costs $ 3,516 $ 3,177 Professional and consulting fees 1,071 802 Other research and development costs 157 243 Interest payable 116 126 Guarantee liability — 422 Other 680 556 Accrued expenses and other current liabilities $ 5,540 $ 5,326 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Carrying Value of Debt | The following table summarizes the components of the carrying value of debt: December 31, December 31, 2021 2020 Paycheck Protection Program Loan $ — $ 1,537 Credit Agreement 10,000 10,000 Unamortized deferred issuance costs ( 1,583 ) ( 2,427 ) Exit fee accretion 114 42 Total debt $ 8,531 $ 9,152 Current portion $ 2,222 $ 683 Long-term portion, net 6,309 8,469 |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding to Purchase Shares Common Stock | As of December 31, 2021, the Company had the following warrants outstanding to purchase shares of the Company’s common stock: Number of Shares Exercise Price Expiration Date March Series A Warrants, 919 $ 0.35 March 26, 2025 MAM Eagle Lender Warrant 15,060 $ 160.65 May 29, 2027 November Series A Warrants 289,330 $ 42.00 November 24, 2025 November Placement Agent Warrants 17,357 $ 51.84375 November 24, 2025 December Placement Agent Warrants 17,654 $ 50.96875 December 18, 2025 January Warrants 294,298 $ 56.00 January 21, 2026 January Placement Agent Warrants 17,654 $ 70.00 January 21, 2026 February Placement Agent Warrants 18,854 $ 70.00 February 8, 2026 May Warrants 400,812 $ 31.50 June 1, 2027 May Placement Agent Warrants 24,046 $ 37.1875 May 31, 2026 December 2021 Warrants 362,479 $ 11.20 June 27, 2027 December 2021 Placement Agent Warrants 28,996 $ 11.20 December 27, 2026 |
Summary of Fair Value Assumptions Black Scholes Option Pricing Model | The following table summarizes the fair value and the assumptions used for the Black-Scholes option-pricing model for the liability classified warrants. December 31, 2021 Series A Fair value $ 7 Expected dividend yield — % Expected volatility 79.31 % Risk-free interest rates 0.97 % Remaining contractual term 3.24 years |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Value of Options Estimated on Date of Grant Using Black-Scholes Option Pricing Model | Under the 2019 Plan, the fair value of the Baudax Bio options was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: December 31, 2021 2020 Expected option life 5.6 years 5.7 years Expected volatility 74.47 % 74.24 % Risk-free interest rate 1.00 % 0.50 % Expected dividend yield — — |
Summary of Stock Option Activity | The following table summarizes Baudax Bio stock option activity during the years ended December 31, 2021 and 2020: Number of Weighted Weighted Balance, December 31, 2019 18,386 $ 221.55 9.9 years Granted 55,136 75.09 Exercised — — Expired/forfeited/cancelled ( 8,317 ) 135.50 Balance, December 31, 2020 65,205 108.68 9.1 years Granted 76,171 45.20 Exercised — — Expired/forfeited/cancelled ( 15,958 ) 62.09 Balance, December 31, 2021 125,418 $ 76.05 8.6 years Vested 54,044 $ 86.72 7.7 years Vested and expected to vest 125,418 $ 76.05 8.6 years |
Summary of Restricted Stock Units Activity | The following table summarizes Baudax Bio RSUs activity during the year ended December 31, 2021 and 2020: Number of shares Weighted Balance, December 31, 2019 39,405 $ 221.69 Granted 21,123 91.02 Vested and settled ( 30,041 ) 225.32 Expired/forfeited/cancelled ( 2,222 ) 135.68 Balance, December 31, 2020 28,265 126.94 Granted 37,382 34.24 Vested and settled ( 20,370 ) 97.08 Expired/forfeited/cancelled ( 4,208 ) 64.36 Balance, December 31, 2021 41,069 $ 63.79 Expected to vest 25,943 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Tax | The components of loss before income tax are as follows: December 31, 2021 2020 Domestic $ ( 18,347 ) $ ( 74,277 ) Foreign ( 1,422 ) ( 1,823 ) Loss before income taxes $ ( 19,769 ) $ ( 76,100 ) |
Components of Income Tax Provision (Benefit) | The components of income tax provision (benefit) are as follows: December 31, 2021 2020 Current: Federal $ — $ — State and local — — Foreign — — — — Deferred: Federal ( 4,116 ) ( 11,196 ) State and local 636 ( 4,318 ) Foreign 228 ( 228 ) ( 3,252 ) ( 15,742 ) Change in valuation allowance 3,252 15,742 $ — $ — |
Reconciliation of Statutory U.S. Federal Income Tax Rate to Effective Tax Rate | A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % Foreign tax rate differential — ( 0.2 )% State taxes, net of federal benefit ( 3.2 )% 5.7 % Nondeductible expenses ( 0.2 )% ( 5.8 )% Change in valuation allowance ( 16.5 )% ( 20.7 )% Other ( 1.1 )% — Effective income tax rate — — |
Schedule of Tax Effects of Temporary Differences to Significant Portions of Deferred Tax Assets | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 26,679 $ 15,289 Intangibles 2,559 2,469 Contingent consideration 1,709 11,485 Stock-based compensation 1,587 853 Operating lease liability ( 55 ) 43 Other temporary differences 890 420 Gross deferred tax asset 33,369 30,559 Valuation allowance ( 33,087 ) ( 29,714 ) Net deferred tax asset 282 845 Deferred tax liabilities: Prepaid expenses ( 389 ) ( 792 ) Right-of-use asset 63 ( 43 ) Other 44 ( 10 ) Deferred tax liabilities ( 282 ) ( 845 ) Net deferred taxes $ — $ — |
Summary of Federal Net Operating Losses and Tax Credits Carryforwards | The following table summarizes carryforwards of Federal net operating losses and tax credits as of December 31, 2021: Amount Expiration Federal net operating losses $ 95,796 No expiration State net operating losses $ 86,762 2025 – 2041 Foreign net operating losses $ 673 No expiration |
Background - Additional Informa
Background - Additional Information (Details) - shares | Feb. 16, 2022 | Nov. 21, 2019 | Nov. 15, 2019 |
Subsequent Event | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Reverse stock split | 1-for-35 | ||
Separation | Recro | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Right to receive common stock | 1 | ||
Number of shares held for distribution of new shares | 2.5 |
Development-Stage Risks, Liqu_2
Development-Stage Risks, Liquidity and Going Concern - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Business Developments Risks Uncertainties Liquidity And Going Concern [Line Items] | ||
Accumulated deficit | $ 132,089 | $ 112,320 |
Summary of Significant Accoun_4
Summary of Significant Accounting Principles - Additional Information (Details) | 11 Months Ended | 12 Months Ended | |
Nov. 30, 2021USD ($) | Dec. 31, 2021USD ($)Unit$ / shares | Dec. 31, 2020$ / shares | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of reportable unit | Unit | 1 | ||
Goodwill impairment | $ 0 | ||
Intangible assets impairment | $ 0 | ||
Description of payment terms | The Company’s payment terms are generally between thirty to ninety days. | ||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | |
Operating lease liability | $ 1,006,000 | ||
ASU 2016-13 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, immaterial effect | false | ||
ASU 2020-06 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2022 | ||
ASU 2021-04 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2022 | ||
ASU 2021-10 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2022 | ||
R&D | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Intangible asset, useful life | 10 years | ||
Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Payments term | 30 days | ||
Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Payments term | 90 days | ||
Furniture and Office Equipment | Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment estimated useful lives | 3 years | ||
Furniture and Office Equipment | Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment estimated useful lives | 7 years | ||
Manufacturing Equipment | Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment estimated useful lives | 6 years | ||
Manufacturing Equipment | Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment estimated useful lives | 10 years | ||
Leasehold Improvements | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment useful life | the shorter of the remaining lease term or useful life |
Summary of Significant Accoun_5
Summary of Significant Accounting Principles - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Basic and Diluted Loss Per Share | ||
Net loss | $ (19,769) | $ (76,100) |
Net loss attributable to common shareholders | $ (22,191) | $ (76,100) |
Weighted average common shares outstanding, basic and diluted | 2,189,504 | 532,639 |
Net loss per share of common stock, basic and diluted | $ (10.14) | $ (142.87) |
Summary of Significant Accoun_6
Summary of Significant Accounting Principles - Schedule of Anti-Dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding | 166,487 | 93,470 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding | 1,487,459 | 635,537 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Classification of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents | $ 10,110 | $ 0 |
Liabilities: | ||
Warrants | 0 | 0 |
Contingent consideration | 0 | 0 |
Liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Mutual Funds | ||
Assets: | ||
Total cash equivalents | 10,110 | 24,210 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial Paper | ||
Assets: | ||
Total cash equivalents | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents | 0 | 4,500 |
Liabilities: | ||
Warrants | 0 | 0 |
Contingent consideration | 0 | 0 |
Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money Market Mutual Funds | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Commercial Paper | ||
Assets: | ||
Total cash equivalents | 4,500 | |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Liabilities: | ||
Warrants | 7 | 65 |
Contingent consideration | 23,862 | 65,043 |
Liabilities | 23,869 | 65,108 |
Significant Unobservable Inputs (Level 3) | Money Market Mutual Funds | ||
Assets: | ||
Total cash equivalents | $ 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial Paper | ||
Assets: | ||
Total cash equivalents | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Reconciliation of Warrant Liability and Contingent Consideration Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Beginning balance | $ 65 | $ 0 |
Additions | 8,111 | |
Reclassification to equity upon exercise of warrants | (2,922) | |
Payment of contingent consideration | 0 | 0 |
Remeasurement | (58) | 16,734 |
Reclassification to equity upon warrant exchange | (21,858) | |
Ending balance | 7 | 65 |
Current portion as of December 31, 2021 | 0 | |
Long-term portion as of December 31, 2021 | 7 | |
Contingent Consideration | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Beginning balance | 65,043 | 66,358 |
Additions | 0 | |
Reclassification to equity upon exercise of warrants | 0 | |
Payment of contingent consideration | (7,869) | (3,560) |
Remeasurement | (33,312) | 2,245 |
Reclassification to equity upon warrant exchange | 0 | |
Ending balance | 23,862 | $ 65,043 |
Current portion as of December 31, 2021 | 6,416 | |
Long-term portion as of December 31, 2021 | $ 17,446 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) $ in Thousands | Feb. 01, 2021USD ($)Milestonepayment | Dec. 31, 2021 | Dec. 31, 2020 |
Discount Rate | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-adjusted discount rate | 35 | ||
Minimum | Discount Rate | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-adjusted discount rate | 19.41 | ||
Maximum | Discount Rate | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-adjusted discount rate | 36.03 | ||
Weighted Average | Discount Rate | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-adjusted discount rate | 27.39 | ||
Contingent Consideration, Second Component | Alkermes Plc | Milestone Payments Due, Beginning on First Anniversary of Regulatory Approval | Amendment to Purchase and Sale Agreement | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Business acquisition contingent consideration possible milestone payments | $ 45,000 | ||
Business acquisition, contingent consideration, number of equal annual milestone payments | Milestonepayment | 7 | ||
Business acquisition, contingent consideration, equal annual milestone payments | $ 6,400 | ||
Contingent Consideration, Fourth Component | Alkermes Plc | Amendment to Purchase and Sale Agreement | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Maximum royalty payment percentage | 30.00% | ||
Contingent Consideration, Fourth Component | Alkermes Plc | Amendment to Purchase and Sale Agreement | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Royalty payment percentage | 10.00% | ||
Contingent Consideration, Fourth Component | Alkermes Plc | Amendment to Purchase and Sale Agreement | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Royalty payment percentage | 12.00% |
Cash Equivalents - Summary of C
Cash Equivalents - Summary of Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost | $ 10,110 | $ 28,710 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Estimated Fair Value | 10,110 | 28,710 |
Money Market Mutual Funds | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost | 10,110 | 24,210 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Estimated Fair Value | $ 10,110 | 24,210 |
Commercial Paper | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost | 4,500 | |
Gross Unrealized Gain | 0 | |
Gross Unrealized Loss | 0 | |
Estimated Fair Value | $ 4,500 |
Cash Equivalents - Additional I
Cash Equivalents - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash And Cash Equivalents [Abstract] | ||
Cash equivalents maturities period | 1 month | 1 month |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 53 | $ 130 |
Sub-assemblies | 4,656 | 2,476 |
Finished goods | 645 | 928 |
Inventory, gross | 5,354 | 3,534 |
Reserve for inventory obsolescence | (352) | (556) |
Inventory | $ 5,002 | $ 2,978 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,487 | $ 6,300 |
Less: accumulated depreciation | 1,472 | 1,248 |
Property, plant and equipment, net | 5,015 | 5,052 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 196 | 196 |
Furniture, Office and Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 952 | 934 |
Manufacturing and Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 717 | 717 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,622 | $ 4,453 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 240 | $ 408 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating leases with remaining lease term | 6 years | |
Lessee, operating lease, option to extend | Periods covered by an option to extend the lease were included in the non-cancellable lease term when exercise of the option was determined to be reasonably certain. | |
Lessee, operating lease, existence of option to extend | true | |
Operating lease, weighted average remaining term | 6 years | |
Operating lease, weighted average discount rate percent | 23.00% | |
Cash paid for amounts included in measurement of lease liabilities | $ 348 | $ 508 |
Leases - Schedule of Undiscount
Leases - Schedule of Undiscounted Future Lease Payments for Non-Cancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 446 |
2023 | 270 |
2024 | 278 |
2025 | 278 |
2026 | 287 |
2027 | 295 |
Total lease payments | 1,854 |
Less imputed interest | (848) |
Total operating lease liability | $ 1,006 |
Leases - Schedule of Components
Leases - Schedule of Components Least Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 330 | $ 393 |
Short-term lease cost | 192 | 100 |
Total lease cost | $ 522 | $ 493 |
Intangible Assets - Summary of
Intangible Assets - Summary of Balance of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Net Intangible Assets | $ 21,678 | |
Asset Resulting from R&D Activities | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 26,400 | $ 26,400 |
Accumulated Amortization | (4,722) | (2,146) |
Net Intangible Assets | $ 21,678 | $ 24,254 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 2,576 | $ 2,146 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 2,576 |
2023 | 2,576 |
2024 | 2,576 |
2025 | 2,576 |
2026 and thereafter | 11,374 |
Net Intangible Assets | $ 21,678 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Payroll and related costs | $ 3,516 | $ 3,177 |
Professional and consulting fees | 1,071 | 802 |
Other research and development costs | 157 | 243 |
Interest payable | 116 | 126 |
Guarantee liability | 0 | 422 |
Other | 680 | 556 |
Accrued expenses and other current liabilities | $ 5,540 | $ 5,326 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) $ in Thousands | 1 Months Ended | |
Nov. 30, 2020USD ($)Employee | Dec. 31, 2021USD ($) | |
Payables And Accruals [Abstract] | ||
Number of positions reduced | Employee | 40 | |
Severance cost | $ 1,753 | |
Accrued Severance | $ 25 |
Debt - Schedule of Components o
Debt - Schedule of Components of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Paycheck Protection Program Loan | $ 1,537 | |
Credit Agreement | 10,000 | 10,000 |
Unamortized deferred issuance costs | (1,583) | (2,427) |
Exit fee accretion | (114) | (42) |
Total debt | 8,531 | 9,152 |
Current portion of long-term debt, net | 2,222 | 683 |
Long-term debt, net | $ 6,309 | $ 8,469 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | May 29, 2020 | Apr. 13, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Gain on extinguishment of debt | $ (1,553) | |||
Change in warrant valuation | (58) | 16,734 | ||
Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum principal amount | $ 50,000 | $ 0 | ||
Line of credit facility, drawn on or before date | May 29, 2025 | |||
Term loan, interest rate | 13.50% | |||
Term loan, frequency of payments | month | |||
Term loan, extended expiration date | May 29, 2026 | |||
EBITDA | $ 10,000 | |||
Amortization period | 36 months | |||
Term loan, exit fee due, principal amount advanced by lenders | $ 700 | |||
Term loan, exit fees | 700 | |||
Exit fee percentage | 2.50% | |||
Current outstanding loan balance | $ 250 | |||
Financial covenants, minimum liquidity requirement | 5,000 | |||
Debt issuance costs | 1,496 | |||
Change in warrant valuation | $ 1,423 | |||
Effective interest rate | 23.12% | |||
Debt issuance cost amortization | $ 844 | $ 492 | ||
Credit Agreement | MAM Eagle Lender, LLC | Common Stock | ||||
Debt Instrument [Line Items] | ||||
Warrants issued to purchase shares of common stock | 15,060 | |||
Exercise price of warrants | $ 160.65 | |||
Warrants expiration date | May 29, 2027 | |||
Credit Agreement | After Third But Prior To Fourth Anniversary of Tranche One, Two, Three, Four or Five Loans | ||||
Debt Instrument [Line Items] | ||||
Term loan, prepayment of principal percentage | 3.00% | |||
Maximum | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Term loan, exit fee due, percentage of principal amount advanced by lenders | 2.50% | |||
Maximum | Credit Agreement | On or Prior To Third Anniversary of Tranche One, Two, Three, Four or Five Loans | ||||
Debt Instrument [Line Items] | ||||
Term loan, prepayment of principal percentage | 5.00% | |||
Paycheck Protection Program Loan | PNC Bank | ||||
Debt Instrument [Line Items] | ||||
Proceeds from loan | $ 1,537 | |||
Debt instrument, term | 2 years | |||
Debt instrument, maturity date | May 8, 2022 | |||
Debt instrument, interest rate | 1.00% | |||
Debt instrument, date of first required payment | Sep. 15, 2021 | |||
Gain on extinguishment of debt | $ 1,553 | |||
Paycheck Protection Program Loan | PNC Bank | Minimum | ||||
Debt Instrument [Line Items] | ||||
Percentage of payroll costs | 60.00% | |||
Tranche One Loans | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum principal amount | $ 10,000 | |||
Term Loans | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum principal amount | 40,000 | |||
Tranche Two Loans | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum principal amount | $ 5,000 | |||
Line of credit facility, drawn on or before date | Aug. 29, 2021 | |||
Tranche Two Loans | Minimum | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Net revenue | $ 5,000 | |||
Tranche Three Loans | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum principal amount | $ 5,000 | |||
Line of credit facility, drawn on or before date | Nov. 29, 2021 | |||
Tranche Three Loans | Minimum | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Net revenue | $ 10,000 | |||
Tranche Four Loans | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum principal amount | $ 10,000 | |||
Line of credit facility, drawn on or before date | Aug. 29, 2022 | |||
Tranche Four Loans | Minimum | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Net revenue | $ 20,000 | |||
Tranche Five Loans | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum principal amount | $ 20,000 | |||
Line of credit facility, drawn on or before date | Mar. 1, 2023 | |||
Tranche Five Loans | Minimum | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Net revenue | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) € in Thousands | Feb. 01, 2021USD ($)Milestonepayment | Apr. 10, 2015USD ($) | Feb. 29, 2020USD ($)Milestonepayment | Jun. 30, 2017USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) |
Supply Commitment [Line Items] | ||||||||
Insurance recoverable expenses | $ 561,000 | |||||||
Purchase Commitment | ||||||||
Supply Commitment [Line Items] | ||||||||
Purchase commitment non cancelable and cancelable | 4,777,000 | |||||||
Cornell University | Neuromuscular Blocking Agents License Agreement | ||||||||
Supply Commitment [Line Items] | ||||||||
Amount of royalty payments due or payable | 0 | |||||||
Alkermes Plc | Amendment to Purchase and Sale Agreement | ||||||||
Supply Commitment [Line Items] | ||||||||
Collaborative arrangements, milestone payments upon achievement of regulatory and sales milestones | $ 21,429,000 | |||||||
Alkermes Plc | Amendment to Purchase and Sale Agreement | Contingent Consideration, Fourth Component | ||||||||
Supply Commitment [Line Items] | ||||||||
Maximum royalty payment percentage | 30.00% | 30.00% | ||||||
Alkermes Plc | Amendment to Purchase and Sale Agreement | Milestone Payments Due, Beginning on First Anniversary of Regulatory Approval | Contingent Consideration, Second Component | ||||||||
Supply Commitment [Line Items] | ||||||||
Business acquisition contingent consideration possible milestone payments | $ 45,000,000 | |||||||
Business acquisition, contingent consideration, number of equal annual milestone payments | Milestonepayment | 7 | |||||||
Business acquisition, contingent consideration, equal annual milestone payments | $ 6,400,000 | |||||||
U.S | Cornell University | Neuromuscular Blocking Agents License Agreement | ||||||||
Supply Commitment [Line Items] | ||||||||
Regulatory approval and commercialization milestones | $ 5,000,000 | |||||||
European | Cornell University | Neuromuscular Blocking Agents License Agreement | ||||||||
Supply Commitment [Line Items] | ||||||||
Regulatory approval and commercialization milestones | 3,000,000 | |||||||
Minimum | Cornell University | Neuromuscular Blocking Agents License Agreement | ||||||||
Supply Commitment [Line Items] | ||||||||
License maintenance fee payment | 70,000 | |||||||
Minimum | Alkermes Plc | Amendment to Purchase and Sale Agreement | Contingent Consideration, Fourth Component | ||||||||
Supply Commitment [Line Items] | ||||||||
Royalty payment percentage | 10.00% | 10.00% | ||||||
Maximum | Executive Officer | ||||||||
Supply Commitment [Line Items] | ||||||||
Aggregate annual base salaries of employment agreement | $ 1,317,000 | |||||||
Maximum | Cornell University | Neuromuscular Blocking Agents License Agreement | ||||||||
Supply Commitment [Line Items] | ||||||||
License maintenance fee payment | $ 125,000 | |||||||
Maximum | Alkermes Plc | Amendment to Purchase and Sale Agreement | Contingent Consideration, Fourth Component | ||||||||
Supply Commitment [Line Items] | ||||||||
Royalty payment percentage | 12.00% | 12.00% | ||||||
Recro | Alkermes Transaction | ||||||||
Supply Commitment [Line Items] | ||||||||
Collaborative arrangements, milestone payments upon achievement of regulatory and sales milestones | $ 140,000,000 | |||||||
Recro | Alkermes Transaction | Regulatory Approval and Net Sales Milestones [Member] | ||||||||
Supply Commitment [Line Items] | ||||||||
Collaborative arrangements, milestone payments upon achievement of regulatory and sales milestones | $ 60,000,000 | |||||||
Collaborative arrangements, milestone payments period | 7 years | |||||||
Recro | Alkermes Plc | Amendment to Purchase and Sale Agreement | Alkermes Transaction | Contingent Consideration, First Component | ||||||||
Supply Commitment [Line Items] | ||||||||
Business acquisition contingent consideration, first milestone payment | $ 5,000,000 | |||||||
Business acquisition contingent consideration possible milestone payments | $ 5,000,000 | |||||||
Recro | Alkermes Plc | Amendment to Purchase and Sale Agreement | Alkermes Transaction | Contingent Consideration, Fourth Component | ||||||||
Supply Commitment [Line Items] | ||||||||
Maximum royalty payment percentage | 30.00% | 30.00% | ||||||
Recro | Alkermes Plc | Amendment to Purchase and Sale Agreement | Alkermes Transaction | Milestone Payments Due, Following Regulatory Approval | Contingent Consideration, Second Component | ||||||||
Supply Commitment [Line Items] | ||||||||
Business acquisition contingent consideration possible milestone payments | $ 5,000,000 | |||||||
Recro | Alkermes Plc | Amendment to Purchase and Sale Agreement | Alkermes Transaction | Milestone Payments Due, Beginning on First Anniversary of Regulatory Approval | Contingent Consideration, Second Component | ||||||||
Supply Commitment [Line Items] | ||||||||
Business acquisition contingent consideration possible milestone payments | $ 45,000,000 | |||||||
Business acquisition, contingent consideration, number of equal annual milestone payments | Milestonepayment | 7 | |||||||
Business acquisition, contingent consideration, equal annual milestone payments | $ 6,400,000 | |||||||
Recro | Minimum | Alkermes Plc | Amendment to Purchase and Sale Agreement | Alkermes Transaction | Contingent Consideration, Fourth Component | ||||||||
Supply Commitment [Line Items] | ||||||||
Royalty payment percentage | 10.00% | 10.00% | ||||||
Recro | Maximum | Alkermes Plc | Amendment to Purchase and Sale Agreement | Alkermes Transaction | Contingent Consideration, Fourth Component | ||||||||
Supply Commitment [Line Items] | ||||||||
Royalty payment percentage | 12.00% | 12.00% | ||||||
Recro | Dexmedetomidine License Agreement | ||||||||
Supply Commitment [Line Items] | ||||||||
Contingent milestone payments, maximum | $ 23,200,000 | € 20,500 | ||||||
Amount of royalty payments due or payable | $ 0 | |||||||
Recro | Dexmedetomidine License Agreement | Minimum | ||||||||
Supply Commitment [Line Items] | ||||||||
Percentage of royalty payments | 10.00% | 10.00% | ||||||
Recro | Dexmedetomidine License Agreement | Maximum | ||||||||
Supply Commitment [Line Items] | ||||||||
Percentage of royalty payments | 20.00% | 20.00% | ||||||
Recro | Fadolmidine License Agreement | ||||||||
Supply Commitment [Line Items] | ||||||||
Amount of royalty payments due or payable | $ 0 | |||||||
Additional contingent milestones payment | $ 13,807,000 | € 12,200 | ||||||
Recro | Fadolmidine License Agreement | Minimum | ||||||||
Supply Commitment [Line Items] | ||||||||
Percentage of royalty payments | 10.00% | 10.00% | ||||||
Recro | Fadolmidine License Agreement | Maximum | ||||||||
Supply Commitment [Line Items] | ||||||||
Percentage of royalty payments | 15.00% | 15.00% |
Capital Structure - Additional
Capital Structure - Additional Information (Details) - USD ($) | Mar. 01, 2022 | Dec. 29, 2021 | Dec. 28, 2021 | May 31, 2021 | May 27, 2021 | Feb. 08, 2021 | Jan. 21, 2021 | Dec. 18, 2020 | Nov. 24, 2020 | Nov. 24, 2020 | Oct. 19, 2020 | May 29, 2020 | Mar. 26, 2020 | Feb. 13, 2020 | Jan. 01, 2020 | Nov. 21, 2019 | Nov. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2022 | Apr. 26, 2021 |
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Common stock, shares authorized to issue | 190,000,000 | 190,000,000 | |||||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||||||||||||||
Proceeds from a direct offering, net of transaction costs | $ 3,658,000 | $ 10,861,000 | $ 16,187,000 | $ 10,933,000 | $ 10,763,000 | $ 23,085,000 | |||||||||||||||
Common stock in public offering | 219,780 | ||||||||||||||||||||
Proceeds from issuance of common stock underwriting discounts and commissions and offering expenses | $ 23,085,000 | ||||||||||||||||||||
Common stock in direct offering | 400,815 | 314,286 | 121,428 | 81,429 | 81,429 | ||||||||||||||||
Placement agents cash fee percentage | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 7.00% | |||||||||||||||
Management fee percentage | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||||||||||||||
Preferred stock, shares issued | 8,289.3 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding | 8,289.3 | 0 | |||||||||||||||||||
Preferred Stock converted to common stock | 34,000 | ||||||||||||||||||||
Right to cast votes per share | The Preferred Stock have no voting rights, other than the right to vote as a class on certain matters, and each share of Preferred Stock will have the right to cast 3,571 votes per share of Preferred Stock on an amendment to the Company’s Amended and Restated Articles of Incorporation | ||||||||||||||||||||
Common stock, shares issued | 2,807,240 | 1,391,099 | |||||||||||||||||||
Offer price of common stock | $ 29.75 | $ 56 | |||||||||||||||||||
Beneficial conversion charge | $ 2,422,000 | ||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Proceeds from a direct offering, net of transaction costs | $ 8,842,000 | ||||||||||||||||||||
Common stock in direct offering | 1,831,631 | ||||||||||||||||||||
Placement agents cash fee percentage | 7.00% | ||||||||||||||||||||
Management fee percentage | 1.00% | ||||||||||||||||||||
Offer price of common stock | $ 2.85 | ||||||||||||||||||||
March Series A and Series B Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Exercise of warrants | 252,476 | ||||||||||||||||||||
Proceeds from issuance of warrants | $ 2,538,000 | ||||||||||||||||||||
Class of warrant or right number of securities unexercised shares cancelled on expiration date | 13,432 | ||||||||||||||||||||
January Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 294,298 | ||||||||||||||||||||
Warrant to purchase of common stock | 294,298 | ||||||||||||||||||||
Offering price of pre-funded warrant | $ 4.375 | ||||||||||||||||||||
Exercise price of warrants | $ 56 | $ 56 | |||||||||||||||||||
March 2022 Warrants | Subsequent Event | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 3,508,772 | ||||||||||||||||||||
Exercise price of warrants | $ 0.01 | ||||||||||||||||||||
Pre-funded warrants to purchase of common stock | 1,677,141 | ||||||||||||||||||||
Offering price of pre-funded warrant | $ 2.84 | ||||||||||||||||||||
Exercise price of warrants | $ 3.25 | ||||||||||||||||||||
Option to purchase additional securities | 30 days | ||||||||||||||||||||
March 2022 Warrants | Maximum | Subsequent Event | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 526,315 | ||||||||||||||||||||
Warrant to purchase of common stock | 526,315 | ||||||||||||||||||||
May Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 400,812 | 400,812 | |||||||||||||||||||
Exercise price of warrants | $ 31.50 | $ 31.50 | |||||||||||||||||||
MAM Eagle Lender, LLC | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 15,060 | ||||||||||||||||||||
Exercise price of warrants | $ 160.65 | ||||||||||||||||||||
March Series A Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 219,780 | 919 | |||||||||||||||||||
Exercise price of warrants | $ 160.65 | ||||||||||||||||||||
March Series B Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Exercise of warrants | 3,189 | ||||||||||||||||||||
Warrant to purchase of common stock | 219,780 | ||||||||||||||||||||
Exercise price of warrants | $ 113.75 | ||||||||||||||||||||
Proceeds from issuance of warrants | $ 1,000 | ||||||||||||||||||||
March 2022 Placement Agent Warrants | Subsequent Event | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 210,526 | ||||||||||||||||||||
Exercise price of warrants | $ 3.5625 | ||||||||||||||||||||
May Placement Agent Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 24,046 | ||||||||||||||||||||
Exercise price of warrants | $ 37.1875 | ||||||||||||||||||||
November Series A Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 289,330 | ||||||||||||||||||||
Exercise price of warrants | $ 42 | $ 42 | |||||||||||||||||||
November Series B Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Exercise of warrants | 207,902 | ||||||||||||||||||||
Exercise price of warrants | $ 0.35 | ||||||||||||||||||||
Pre-funded warrants to purchase of common stock | 207,902 | ||||||||||||||||||||
Proceeds from issuance of warrants | $ 73,000 | ||||||||||||||||||||
November Placement Agent Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 17,357 | ||||||||||||||||||||
Exercise price of warrants | $ 51.84375 | $ 51.84375 | |||||||||||||||||||
December Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Exercise of warrants | 294,298 | ||||||||||||||||||||
Warrant to purchase of common stock | 294,298 | ||||||||||||||||||||
Proceeds from issuance of warrants | $ 12,155,000 | ||||||||||||||||||||
Exercise price of warrants | $ 41.30 | ||||||||||||||||||||
December Series B Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Exercise of warrants | 172,869 | ||||||||||||||||||||
Exercise price of warrants | $ 0.35 | ||||||||||||||||||||
Pre-funded warrants to purchase of common stock | 172,869 | ||||||||||||||||||||
Proceeds from issuance of warrants | $ 60,000 | ||||||||||||||||||||
December Placement Agent Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 17,654 | ||||||||||||||||||||
Exercise price of warrants | $ 50.96875 | ||||||||||||||||||||
December 2021 Placement Agent Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 28,996 | ||||||||||||||||||||
Exercise price of warrants | $ 11.20 | ||||||||||||||||||||
December 2021 Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 362,479 | ||||||||||||||||||||
Common Stock Exercisable Price Per Shares | 41.30 | ||||||||||||||||||||
Exercise price of warrants | $ 11.20 | ||||||||||||||||||||
March 2022 Warrants | Subsequent Event | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 113,896 | ||||||||||||||||||||
January Placement Agent Warrants | January Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 17,654 | ||||||||||||||||||||
Exercise price of warrants | $ 70 | ||||||||||||||||||||
February Placement Agent Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrant to purchase of common stock | 18,854 | ||||||||||||||||||||
Exercise price of warrants | $ 70 | ||||||||||||||||||||
ATM Facility | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Issuance of common stock | 12,628 | ||||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||
Proceeds from a direct offering, net of transaction costs | $ 25,000,000 | ||||||||||||||||||||
Proceeds from sales agreement | $ 3,612,000 | ||||||||||||||||||||
Paid sales commission | 3.00% | ||||||||||||||||||||
Warrant Exchange Agreements | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Common stock, shares issued | 33,908 | ||||||||||||||||||||
Warrant Exchange Agreements | Series A Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrants issued to purchase shares of common stock | 0.0057 | ||||||||||||||||||||
Warrant Exchange Agreements | Series B Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Warrants issued to purchase shares of common stock | 0.0057 | ||||||||||||||||||||
Warrant Exchange Agreements | March Series A and Series B Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Reclassification to equity upon warrant exchange | $ 21,858,000 | ||||||||||||||||||||
Warrant Exchange Agreements | March Series A Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.35 | ||||||||||||||||||||
Warrants expiration date | Apr. 26, 2021 | ||||||||||||||||||||
Warrant Exchange Agreements | March Series B Warrants | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.35 | ||||||||||||||||||||
Warrants expiration date | Apr. 26, 2021 | ||||||||||||||||||||
Recro | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Issuance of common stock | 1,311 | 268,473 | |||||||||||||||||||
Recro | Separation Agreement [Member] | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Right to receive common stock | 1 | ||||||||||||||||||||
Number of shares held for distribution of new shares | 2.5 | ||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||
Preferred stock, par value | $ 0.01 | ||||||||||||||||||||
Preferred stock, shares issued | 42,289.3 | ||||||||||||||||||||
Preferred stock if converted to common stock | $ 483,306 | ||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price | $ 8.75 | ||||||||||||||||||||
Preferred stock value per share | 100.00% |
Capital Structure - Schedule of
Capital Structure - Schedule of Warrants Outstanding to Purchase Shares Common Stock Liability (Details) - $ / shares | Dec. 31, 2021 | May 31, 2021 | Jan. 21, 2021 |
March Series A Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 919 | ||
Exercise price of warrants | $ 0.35 | ||
Warrants expiration date | Mar. 26, 2025 | ||
MAM Eagle Lender Warrant | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 15,060 | ||
Exercise price of warrants | $ 160.65 | ||
Warrants expiration date | May 29, 2027 | ||
November Series A Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 289,330 | ||
Exercise price of warrants | $ 42 | ||
Warrants expiration date | Nov. 24, 2025 | ||
November Placement Agent Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 17,357 | ||
Exercise price of warrants | $ 51.84375 | ||
Warrants expiration date | Nov. 24, 2025 | ||
December Placement Agent Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 17,654 | ||
Exercise price of warrants | $ 50.96875 | ||
Warrants expiration date | Dec. 18, 2025 | ||
January Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 294,298 | ||
Exercise price of warrants | $ 56 | $ 56 | |
Warrants expiration date | Jan. 21, 2026 | ||
January Placement Agent Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 17,654 | ||
Exercise price of warrants | $ 70 | ||
Warrants expiration date | Jan. 21, 2026 | ||
February Placements Agent Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 18,854 | ||
Exercise price of warrants | $ 70 | ||
Warrants expiration date | Feb. 8, 2026 | ||
May Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 400,812 | 400,812 | |
Exercise price of warrants | $ 31.50 | $ 31.50 | |
Warrants expiration date | Jun. 1, 2027 | ||
May Placements Agent Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 24,046 | ||
Exercise price of warrants | $ 37.1875 | ||
Warrants expiration date | May 31, 2026 | ||
December 2021 Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 362,479 | ||
Exercise price of warrants | $ 11.20 | ||
Warrants expiration date | Jun. 27, 2027 | ||
December 2021 Placement Agent Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Warrant to purchase of common stock | 28,996 | ||
Exercise price of warrants | $ 11.20 | ||
Warrants expiration date | Dec. 27, 2026 |
Capital Structure - Summary of
Capital Structure - Summary of Fair Value Assumptions Black Scholes Option Pricing Model (Details) - Series A Warrants $ in Thousands | Dec. 31, 2021USD ($) |
Schedule Of Capitalization Equity [Line Items] | |
Fair value | $ 7 |
Remaining contractual term | 3 years 2 months 26 days |
Expected Volatility | |
Schedule Of Capitalization Equity [Line Items] | |
Fair value measurement warrant inputs | 79.31 |
Risk Free Interest Rates | |
Schedule Of Capitalization Equity [Line Items] | |
Fair value measurement warrant inputs | 0.97 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 11, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 4,789,000 | $ 9,341,000 | |
Aggregate intrinsic value of unvested options | 0 | ||
Aggregate intrinsic value of vested options | $ 0 | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options exercisable period | 10 years | ||
Stock options vest period | 4 years | ||
Weighted average grant-date fair value of the options awarded to employees | $ 17.92 | $ 47.60 | |
Stock Options Granted Outside 2019 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of options, Granted | 24,958 | ||
Time-based RSUs Granted Outside 2019 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of restricted stock units granted | 7,078 | ||
Stock Options And Time-based RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation expense related to unvested options and time-based RSUs, expected to vest | $ 3,902,000 | ||
Time Based Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation expense related to unvested options, weighted average period | 2 years 4 months 24 days | ||
2019 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for grant | 263,167 | 85,714 | |
Percentage of outstanding common stock | 5.00% | ||
Increase in share per "Evergreen" provision | 120,605 | ||
Shares available for future grants | 93,376 | ||
Unrecognized compensation expense related to unvested options and time-based RSUs, expected to vest | $ 450,000 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Options Estimated on Date of Grant Using Black-Scholes Option Pricing Model (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option life | 5 years 7 months 6 days | 5 years 8 months 12 days |
Expected volatility | 74.47% | 74.24% |
Risk-free interest rate | 1.00% | 0.50% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of shares, beginning balance | 65,205 | 18,386 | |
Number of shares, Granted | 76,171 | 55,136 | |
Number of shares, Exercised | 0 | 0 | |
Number of shares, Expired/forfeited/cancelled | (15,958) | (8,317) | |
Number of shares, ending balance | 125,418 | 65,205 | 18,386 |
Number of shares, Vested | 54,044 | ||
Number of shares, Vested and expected to vest | 125,418 | ||
Weighted average exercise price, beginning balance | $ 108.68 | $ 221.55 | |
Weighted average exercise price, Granted | 45.20 | 75.09 | |
Weighted average exercise price, Exercised | 0 | 0 | |
Weighted average exercise price, Granted, Expired/forfeited/cancelled | 62.09 | 135.50 | |
Weighted average exercise price, ending balance | 76.05 | $ 108.68 | $ 221.55 |
Weighted average exercise price, Vested | 86.72 | ||
Weighted average exercise price, Vested and expected to vest | $ 76.05 | ||
Weighted average remaining contractual life | 8 years 7 months 6 days | 9 years 1 month 6 days | 9 years 10 months 24 days |
Weighted average remaining contractual life, Vested | 7 years 8 months 12 days | ||
Weighted average remaining contractual life, Vested and expected to vest | 8 years 7 months 6 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, beginning balance | 28,265 | 39,405 |
Weighted average grant date fair value, beginning balance | $ 126.94 | $ 221.69 |
Number of shares, Granted | 37,382 | 21,123 |
Weighted average grant date fair value, Granted | $ 34.24 | $ 91.02 |
Number of shares, Vested and settled | (20,370) | (30,041) |
Weighted average grant date fair value, vested and settled | $ 97.08 | $ 225.32 |
Number of shares, Expired/forfeited/cancelled | (4,208) | (2,222) |
Weighted averagegrant date fair value, Expired/forfeited/cancelled | $ 64.36 | $ 135.68 |
Number of shares, ending balance | 41,069 | 28,265 |
Weighted average grant date fair value, ending balance | $ 63.79 | $ 126.94 |
Number of shares, Expected to vest | 25,943 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (18,347) | $ (74,277) |
Foreign | (1,422) | (1,823) |
Loss before income taxes | $ (19,769) | $ (76,100) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State and local | 0 | 0 |
Foreign | 0 | 0 |
Current income tax expense benefit | 0 | 0 |
Deferred: | ||
Federal | (4,116) | (11,196) |
State and local | (636) | (4,318) |
Foreign | 228 | (228) |
Deferred income tax expense benefit | (3,252) | (15,742) |
Change in valuation allowance | 3,252 | 15,742 |
Income tax benefit | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory U.S. Federal Income Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory income tax rate | 21.00% | 21.00% |
Foreign tax rate differential | (0.00%) | (0.20%) |
State taxes, net of federal benefit | (3.20%) | 5.70% |
Nondeductible expenses | (0.20%) | (5.80%) |
Change in valuation allowance | (16.50%) | (20.70%) |
Other | (1.10%) | 0.00% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effects of Temporary Differences to Significant Portions of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 26,679 | $ 15,289 |
Intangibles | 2,559 | 2,469 |
Contingent consideration | 1,709 | 11,485 |
Stock-based compensation | 1,587 | 853 |
Operating lease liability | (55) | 43 |
Other temporary differences | 890 | 420 |
Gross deferred tax asset | 33,369 | 30,559 |
Valuation allowance | (33,087) | (29,714) |
Net deferred tax asset | 282 | 845 |
Deferred tax liabilities: | ||
Prepaid expenses | (389) | (792) |
Right-of-use asset | 63 | (43) |
Other | 44 | (10) |
Deferred tax liabilities | (282) | (845) |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Summary of Feder
Income Taxes - Summary of Federal Net Operating Losses and Tax Credits Carryforwards (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses, Expiration period | state net operating loss carryforwards may be further limited, including in Pennsylvania, which has a limitation of 40% of taxable income after modifications and apportionment on state net operating losses utilized in any one year during tax years beginning 2019 going forward. The Company has not conducted an IRS Section 382 study for the year ended December 31, 2021. |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 95,796 |
Net operating losses, Expiration period | No expiration |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 86,762 |
Net operating losses, Expiration period start | 2025 |
Net operating losses, Expiration period end | 2041 |
Foreign | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 673 |
Net operating losses, Expiration period | No expiration |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Operating loss and research and development tax credit carryforwards percentage of change in ownership | 50.00% | |
Operating loss and research and development tax credit carryforwards percentage of change in ownership period | 3 years | |
Percentage of limitation on taxable income after modification and apportionment | 40.00% | |
Net operating loss carryforwards, limitation | state net operating loss carryforwards may be further limited, including in Pennsylvania, which has a limitation of 40% of taxable income after modifications and apportionment on state net operating losses utilized in any one year during tax years beginning 2019 going forward. The Company has not conducted an IRS Section 382 study for the year ended December 31, 2021. | |
Accrued interest or penalties related to uncertain tax positions | $ 0 | |
Recognized amounts of interest or penalties related to uncertain tax positions | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Income related to the transition services agreement | $ 1,964 | |
Recro | ||
Related Party Transaction [Line Items] | ||
Transition services agreement termination date | Dec. 31, 2020 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Details) - USD ($) $ in Thousands | Mar. 13, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Percentage of company's matching contribution with respect to each participant's contribution | 100.00% | ||
Company matching contributions to maximum employees eligible compensation | 5.00% | ||
Total company contributions to 401 (k) plan | $ 773 | $ 628 | |
Subsequent Event | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Workforce positions | 66 | ||
Costs of connection with the reduction in workforce | $ 4,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - Subsequent Event [Member] $ in Thousands | Mar. 13, 2022USD ($) |
Subsequent Event [Line Items] | |
Workforce Positions | 66 |
Costs of connection with the reduction in workforce | $ 4,000 |