Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Baudax Bio, Inc. | |
Entity Central Index Key | 0001780097 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 6,063,964 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Trading Symbol | BXRX | |
Entity File Number | 001-39101 | |
Entity Tax Identification Number | 47-4639500 | |
Entity Address, Address Line One | 490 Lapp Road | |
Entity Address, City or Town | Malvern | |
City Area Code | 484 | |
Local Phone Number | 395-2440 | |
Entity Address, Postal Zip Code | 19355 | |
Entity Address, State or Province | PA | |
Entity Incorporation, State or Country Code | PA | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, par value $0.01 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,803 | $ 5,259 |
Prepaid expenses and other current assets | 305 | 303 |
Current assets of discontinued operation | 0 | 785 |
Total current assets | 4,108 | 6,347 |
Property and equipment, net | 1 | 9 |
Goodwill | 2,127 | 2,127 |
Other long-term assets | 829 | 854 |
Non-current assets of discontinued operation | 0 | 695 |
Total assets | 7,065 | 10,032 |
Current liabilities: | ||
Accounts payable | 3,837 | 3,198 |
Accrued expenses and other current liabilities | 2,534 | 2,364 |
Current portion of long-term debt, net | 6,000 | 5,600 |
Current liabilities of discontinued operation | 0 | 10,298 |
Total current liabilities | 12,371 | 21,460 |
Long-term debt, net | 1,433 | 1,519 |
Other long-term liabilities | 574 | 598 |
Non-current liabilities of discontinued operation | 0 | 10,697 |
Total liabilities | 14,378 | 34,274 |
Commitments and contingencies (Note 11) | ||
Shareholders' (deficit) equity: | ||
Preferred stock, $0.01 par value. Authorized,10,000,000 shares issued and outstanding,0 shares at March 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.01 par value. Authorized, 190,000,000 shares; issued and outstanding, 2,585,702 shares at March 31, 2023 and 1,623,913 shares at December 31, 2022 | 26 | 16 |
Additional paid-in capital | 172,161 | 166,646 |
Accumulated deficit | (179,500) | (190,904) |
Total shareholders' (deficit) equity | (7,313) | (24,242) |
Total liabilities and shareholders' (deficit) equity | $ 7,065 | $ 10,032 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 2,585,702 | 1,623,913 |
Common stock, shares outstanding | 2,585,702 | 1,623,913 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 2,917 | $ 694 |
Selling, general and administrative | 1,771 | 6,934 |
Change in warrant valuation | 0 | (5) |
Total operating expenses | 4,688 | 7,623 |
Operating loss from continuing operations | (4,688) | (7,623) |
Other expense: | ||
Other expense, net | (2,698) | (571) |
Net loss from continuing operations | (7,386) | (8,194) |
Income (loss) on discontinued operation | 18,790 | (4,615) |
Net income (loss) | $ 11,404 | $ (12,809) |
Per share information: | ||
Net loss per share from continuing operations, basic | $ (3.19) | $ (81.16) |
Net loss per share from continuing operations, diluted | (3.19) | (81.16) |
Net income (loss) per share from discontinued operations, basic | 8.10 | (45.71) |
Net income (loss) per share from discontinued operations, diluted | 8.10 | (45.71) |
Net income (loss) per share, basic | 4.91 | (126.87) |
Net income (loss) per share, diluted | $ 4.91 | $ (126.87) |
Weighted average common shares outstanding, basic | 2,318,539 | 100,961 |
Weighted average common shares outstanding, diluted | 2,318,539 | 100,961 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' (Deficit) Equity (Unaudited) - USD ($) | Total | Registered Direct Offerings | Public Offerings | Preferred Stock | Common Stock | Common Stock Public Offerings | Additional Paid in Capital | Additional Paid in Capital Registered Direct Offerings | Additional Paid in Capital Public Offerings | Accumulated Deficit |
Balance at Dec. 31, 2021 | $ 13,226,000 | $ 0 | $ 1,000 | $ 145,314,000 | $ (132,089,000) | |||||
Balance, Shares at Dec. 31, 2021 | 8,289 | 70,181 | ||||||||
Stock-based compensation expense | 521,000 | 521,000 | ||||||||
Issuance of common stock | $ (13,000) | $ 8,818,000 | $ 1,000 | $ (13,000) | $ 8,817,000 | |||||
Issuance of common stock, Shares | 87,719 | |||||||||
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes, Shares | 56 | |||||||||
Conversion of preferred stock | (8,289) | 2,368 | ||||||||
Net loss | (12,809,000) | (12,809,000) | ||||||||
Balance at Mar. 31, 2022 | 9,743,000 | $ 0 | $ 2,000 | 154,639,000 | (144,898,000) | |||||
Balance, Shares at Mar. 31, 2022 | 0 | 160,324 | ||||||||
Balance at Dec. 31, 2022 | (24,242,000) | $ 0 | $ 16,000 | 166,646,000 | (190,904,000) | |||||
Balance, Shares at Dec. 31, 2022 | 0 | 1,623,913 | ||||||||
Stock-based compensation expense | 194,000 | 194,000 | ||||||||
Issuance of common stock | $ (55,000) | $ (55,000) | ||||||||
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes | $ 2,000 | |||||||||
Exercise of warrants | 4,328,000 | $ 10,000 | 4,318,000 | |||||||
Exercise of warrants, Shares | 961,787 | |||||||||
Issuance of warrants for MAM debt amendment | 1,058,000 | 1,058,000 | ||||||||
Net loss | 11,404,000 | 11,404,000 | ||||||||
Balance at Mar. 31, 2023 | $ (7,313,000) | $ 0 | $ 26,000 | $ 172,161,000 | $ (179,500,000) | |||||
Balance, Shares at Mar. 31, 2023 | 0 | 2,585,702 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ 11,404 | $ (12,809) |
Income (loss) on discontinued operation | (18,790) | 4,615 |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities from continuing operations: | ||
Stock-based compensation | 191 | 491 |
Non-cash interest expense | 276 | 226 |
Depreciation expense | 3 | 14 |
Non-cash loss on retirement of fixed assets | 5 | 0 |
Gain on extinguishment of debt | 2,196 | 0 |
Change in warrant valuation | 0 | (5) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 28 | (325) |
Accounts payable, accrued expenses and other liabilities | 749 | 2,021 |
Net cash used in operating activities, continuing operations | (3,938) | (5,772) |
Cash flows from financing activities: | ||
Proceeds from public offering, net of transaction costs | (15) | 9,074 |
Payment of deferred financing costs | (5) | 0 |
Proceeds from registered direct offerings, net of transaction costs | 0 | (13) |
Payments on long-term debt | (1,100) | 0 |
Proceeds from warrant exercises | 4,328 | 0 |
Payments of withholdings on shares withheld for income taxes | 0 | (2) |
Net cash provided by financing activities, continuing operations | 3,208 | 9,059 |
Net decrease in cash and cash equivalents from continuing operations | (730) | (3,287) |
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | ||
Cash flows used in operating activities | (726) | (7,131) |
Cash flows used in investing activities | 0 | (20) |
Cash flows used in financing activities | 0 | (500) |
Net decrease in cash and cash equivalents from discontinued operations | (726) | (7,651) |
Cash and cash equivalents, beginning of period | 5,259 | 15,891 |
Cash and cash equivalents, end of period | 3,803 | 11,527 |
Supplemental disclosure of cash flow information: | ||
Offering costs included in accounts payable and accrued expenses | $ 850 | $ 281 |
Background
Background | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | (1) Background Business Baudax Bio, Inc. (“Baudax Bio” or the “Company”) is a pharmaceutical company primarily focused on innovative products for acute care and related settings. Baudax Bio believes it can bring valuable therapeutic options to patients, prescribers and payers to acute care and related markets. The Company holds exclusive global rights to two new molecular entities, which are centrally acting Neuromuscular Blocking Agents (NMBs), BX1000, an intermediate duration of action NMB that recently completed a Phase II clinical trial, and BX2000, an ultra-short acting NMB currently undergoing a Phase I clinical trial. A proprietary blockade reversal agent, BX3000, is currently being evaluated in preclinical studies intended to support an IND filing in 2023. BX3000 is an agent that is expected to rapidly reverse BX1000 and BX2000 blockade. All three agents are licensed from Cornell University. The Company believes these agents, when an NMB and BX3000 are administered in succession, allow for a rapid onset of centrally acting neuromuscular blockade, followed by a rapid reversal of the neuromuscular blockade with BX3000. These novel agents have the potential to meaningfully reduce time to onset and reversal of blockade and improve the reliability of onset and offset of neuromuscular blockade. This can potentially reduce time in operating rooms or post operative suites (PACU), resulting in potential clinical and cost advantages, as well as valuable cost savings for hospitals and ambulatory surgical centers and has the potential for an improved clinical profile in terms of safety. In mid-2020, the Company launched its first commercial product, ANJESO, in the United States. ANJESO was the first and only 24-hour, intravenous, or IV, analgesia agent. ANJESO is a cyclooxygenase-2, or COX-2, preferential, non-steroidal anti-inflammatory, or NSAID, for the management of moderate to severe pain, which could be administered alone or in combination with other non-NSAID analgesics. The Company discontinued commercial sales of ANJESO in December of 2022 and further withdrew its New Drug Application (“NDA”) related to ANJESO in late March 2023. See Note 4 for discussion on the discontinued operation related to our ANJESO commercial business. The Company has determined that it operates in a single segment involved in innovative products for hospital and related settings. Reverse Stock Splits 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”). On December 1, 2022, the Company effected a second reverse split of shares of the Company’s common stock on a 1-for-40 basis (the “December 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 these reverse stock splits for all periods presented. The par value and authorized shares of common stock were not adjusted as a result of the reverse stock splits. 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 splits. |
Development-Stage Risks, Liquid
Development-Stage Risks, Liquidity and Going Concern | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Development Activity Risks, Liquidity and Going Concern | (2) Development Activity Risks, Liquidity and Going Concern The Company has incurred operating losses since inception and has negative cash flows, working capital and equity, including accumulated deficit of $ 179,500 , as of March 31, 2023. 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. In order to fund development activities, and clinical and pre-clinical testing, the Company 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, future 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 and ability to continue as a going concern. 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 and cash equivalents as of March 31, 2023 , 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 inflows of funds or 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 | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Principles | Summary of Significant Accounting Principles (a) Basis of Presentation The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all of the information and notes required by U.S. GAAP for complete annual financial statements. In the opinion of management, the accompanying consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s results for the interim periods. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2022 included in the Company’s Form 10-K. (b) 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. (c) 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 . (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 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 30 th , 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 an impairment test as of March 31, 2023 after identifying indicators of impairment. There was no impairment to goodwill based on the analysis. (f) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company manages its cash and cash equivalents based on established guidelines relative to diversification and maturities to maintain safety and liquidity. (g) 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, 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 . (h) Stock-Based Awards Share-based compensation included in the consolidated financial statements 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 cash dividends and has no plans to do so in the foreseeable future, therefore the dividend yield is zero. (i) 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. (j) Net Income (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 12(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 March 31, 2023. 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 income (loss) per share: Three Months Ended March 31, 2023 2022 Basic and Diluted Income (Loss) Per Share Net loss from continuing operations $ ( 7,386 ) $ ( 8,194 ) Net income (loss) from discontinued operation $ 18,790 $ ( 4,615 ) Net income (loss) $ 11,404 $ ( 12,809 ) Net loss per share from continuing operations $ ( 3.19 ) $ ( 81.16 ) Net income (loss) per share from discontinued operation $ 8.10 $ ( 45.71 ) Net income (loss) per share of common stock, basic $ 4.91 $ ( 126.87 ) Weighted average common shares outstanding, basic 2,318,539 100,961 The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be anti-dilutive: Three Months Ended March 31, 2023 2022 Options and restricted stock units outstanding 11,807 2,665 Warrants 2,672,798 133,016 Amounts in the table above reflect the common stock equivalents of the noted instruments . (k) Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 adopted this guidance as of January 1, 2022, using the full retrospective method of adoption. The adoption eliminated the presentation of the beneficial conversion feature on the consolidated statement of operations and had 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 adopted this guidance as of January 1, 2022, using the prospective method of adoption. This adoption did 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 adopted this guidance as of January 1, 2022, using the prospective method of adoption. This adoption did not have a material impact to the Company or its disclosures. 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 adopted this guidance as of January 1, 2023 and noted no impact to the Company or its disclosures. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 4) Discontinued Operations In March 2023, the Company entered into an Asset Transfer Agreement with Alkermes Pharma Ireland Limited (“Alkermes”) (the “Transfer Agreement”). Under the terms of the Transfer Agreement, the Company transferred the rights to certain patents, trademarks, equipment, data and other rights related to ANJESO (the “Assets”) to Alkermes. The Company also withdrew the New Drug Application (“NDA”) related to ANJESO and agreed, if elected by Alkermes at a later date, to transfer such withdrawn NDA to Alkermes at no additional cost. Additionally, under the Transfer Agreement, the Company granted Alkermes a non-exclusive, perpetual and irrevocable, royalty-free and fully paid-up worldwide license, to the additional intellectual property owned by the Company necessary to or useful to exploit ANJESO. In consideration of the transfer of the Assets, the parties agreed to the termination of (i) the Purchase and Sale Agreement, dated March 7, 2015 by and among Alkermes, the Company and the other parties thereto (as amended, the “PSA”), (ii) the Asset Transfer and License Agreement, dated April 10, 2015 by and among Alkermes, the Company and the other parties thereto (as amended, the “ATLA”); and (iii) the Development, Manufacturing and Supply Agreement, dated as of July 10, 2015 by and between the Company and Alkermes (as amended, the “Manufacturing Agreement”) between the parties related to ANJESO (the PSA, ATLA and Manufacturing Agreement, collectively, the “ANJESO Agreements”). In connection with the termination of the ANJESO Agreements, no further payments of any kind pursuant to the ANJESO Agreements are payable by the Company to Alkermes. The accounting requirements for reporting the abandonment of ANJESO as a discontinued operation were met when the agreements with Alkermes were executed. Accordingly, the accompanying consolidated financial statements for all periods presented reflect this business as a discontinued operation. The historical consolidated balance sheet and statements of operations of the Company and the related notes to the consolidated financial statements have been presented as discontinued operations in the consolidated financial statements and prior periods have been recast. Discontinued operations include results of the Company’s commercial business except for certain corporate overhead costs, which are included in continuing operations. The following table shows amounts included in assets and liabilities of discontinued operations, respectively, on the Company’s Consolidated Balance Sheets at December 31, 2022: December 31, 2022 Current assets of discontinued operation: Accounts receivable, net $ 336 Prepaid expenses and other current assets 449 Total current assets of discontinued operation 785 Non-current assets of discontinued operation: Property and equipment, net 695 Total non-current assets of discontinued operation 695 Total assets of discontinued operation $ 1,480 Current liabilities of discontinued operation: Accounts payable $ 730 Accrued expenses and other current liabilities 365 Current portion of contingent consideration 9,203 Total current liabilities of discontinued operation 10,298 Non-current liabilities of discontinued operation: Long-term portion of contingent consideration 10,697 Total non-current liabilities of discontinued operation 10,697 Total liabilities of discontinued operation $ 20,995 The results of operations from discontinued operations for the three months ended March 31, 2023 and 2022, have been reflected as discontinued operations in the consolidated statements of operations and consist of the following: For the Three Months Ended March 31, 2023 2022 Revenue, net $ ( 14 ) $ 422 Operating expenses: Cost of sales 405 648 Research and development — 599 Selling, general and administrative — 7,256 Amortization of intangible assets — 644 Change in contingent consideration valuation ( 19,900 ) ( 3,803 ) Loss on impairment of property and equipment 485 — Total operating expenses ( 19,010 ) 5,344 Operating gain (loss) from discontinued operation 18,996 ( 4,922 ) Other expense: Other expense, net ( 206 ) 307 Net income (loss) from discontinued operation $ 18,790 $ ( 4,615 ) The Company sold ANJESO in the U.S. through a single third-party logistics provider (“3PL”), which took title to and control of the goods, and was considered the customer. The Company recognized 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 was recognized as revenue for products includes an estimate of variable consideration for reserves, which result from discounts, returns, chargebacks, rebates, and other allowances that were offered within contracts between the Company and end-user customers, wholesalers, group purchasing organizations and other indirect customers. The Company’s payment terms were generally between thirty to ninety days. Historically, the Company’s intangible asset was 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 was based on the remaining patent life, and was amortized on a straight-line basis. The Company performed an impairment test as of December 31, 2022 after identifying indicators of impairment, such as a decline in share price, the termination of the dedicated commercial team, sustained impacts of COVID-19 on the market and the discontinuation of commercialization of ANJESO, and based on the quantitative analysis an impairment loss of $ 19,681 was recorded during the year ended December 31, 2022, eliminating the remaining carrying value of the intangible asset . Additionally, as part of the Transfer Agreement, the Company wrote off its inventory balance as of March 31, 2023, which was fully reserved for as of December 31, 2022, and the remaining property and equipment balance related to equipment at the Alkermes facility that was transferred as part of the Transfer Agreement of $ 485 . The Company was additionally relieved of its milestone payments previously owed to Alkermes in connection with the transaction and reversed its contingent consideration balance of $ 19,900 as of March 31, 2023. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | (5) 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 date using Quoted prices Significant Significant At March 31, 2023: Assets: Cash equivalents (See Note 6) Money market mutual funds $ 2,264 $ — $ — Total cash equivalents $ 2,264 $ — $ — At December 31, 2022: Assets: Cash equivalents (See Note 6) Money market mutual funds $ 2,241 $ — $ — Total cash equivalents $ 2,241 $ — $ — 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 March 31, 2023, the financial assets and liabilities recorded on the Consolidated Balance Sheets that are not measured at fair value on a recurring basis include 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 March 31, 2023 due to the fact that the debt arrangements reflect market terms from recent transactions. |
Cash Equivalents
Cash Equivalents | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents | (6) Cash Equivalents The following is a summary of cash equivalents: March 31, 2023 Amortized Gross Unrealized Estimated Description Cost Gain Loss Fair Value Money market mutual funds $ 2,264 $ — $ — $ 2,264 Total cash equivalents $ 2,264 $ — $ — $ 2,264 December 31, 2022 Amortized Gross Unrealized Estimated Description Cost Gain Loss Fair Value Money market mutual funds $ 2,241 $ — $ — $ 2,241 Total cash equivalents $ 2,241 $ — $ — $ 2,241 As of March 31, 2023 and December 31, 2022 , the Company’s cash equivalents had maturities of one month . |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (7) Property, Plant and Equipment Property, plant and equipment consists of the following: March 31, 2023 December 31, 2022 Building and improvements $ 129 $ 166 Furniture, office and computer equipment 259 306 388 472 Less: accumulated depreciation 387 463 Property and equipment, net $ 1 $ 9 Depreciation expense for the three months ended March 31, 2023 was $ 3 . Depreciation expense for the three months ended March 31, 2022 was $ 14 . |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
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 5 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 March 31, 2023, undiscounted future lease payments for non-cancellable operating leases are as follows: Lease payments Remainder of 2023 $ 263 2024 278 2025 278 2026 287 2027 294 Total lease payments 1,400 Less imputed interest ( 604 ) Total operating lease liability $ 796 As of March 31, 2023, the weighted average remaining lease term was 5 years and the weighted average discount rate was 23 % . The components of the Company’s lease cost were as follows: Three Months Ended March 31, 2023 2022 Operating lease cost $ 70 $ 73 Short-term lease cost 35 37 Total lease cost $ 105 $ 110 Cash paid for amounts included in the measurement of lease liabilities, which is included in operating cash flows, was $ 96 and $ 131 for the three months ended March 31, 2023 and 2022 , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | (9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: March 31, December 31, 2023 2022 Payroll and related costs $ 220 $ 656 Professional and consulting fees 568 789 Other research and development costs 1,246 593 Interest payable 81 94 Other 419 232 $ 2,534 $ 2,364 In March 2022, the Company implemented a reduction in force impacting approximately 66 employees and resulted in a charge of $ 4,148 , primarily related to severance, of which $ 97 remains accrued and unpaid as of March 31, 2023 . |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | (10) Debt The following table summarizes the components of the carrying value of debt: March 31, December 31, 2023 2022 Credit Agreement $ 10,000 $ 10,000 Payment of principal ( 3,344 ) ( 2,244 ) Unamortized deferred issuance costs — ( 828 ) Accrued amendment fee 568 — Exit fee accretion 209 191 Total debt $ 7,433 $ 7,119 Current portion $ 6,000 $ 5,600 Long-term portion, net 1,433 1,519 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 March 31, 2023 , no funds have been drawn from the additional tranches and are not expected to be drawn in the future. 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”), which the Company did not achieve. Beginning on the Amortization Date, the Company was 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 March 31, 2023 , 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 (the “Minimum Liquidity Covenant”) 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 March 31, 2023, the Company was in compliance with the Minimum Liquidity Covenant as the minimum EBITDA criteria is not applicable until additional tranches are drawn. As of March 31, 2023, borrowings under the Credit Agreement are classified based on their schedule maturities. In connection with the Credit Agreement, the Company issued a warrant to MAM Eagle Lender, LLC to purchase 376 shares of the Company’s common stock, at an exercise price equal to $ 6,426.00 per share. See Note 12(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 were being amortized using the effective interest method over the term of Credit Agreement prior to Amendment No. 5 as noted below. Debt issuance cost amortization is included in interest expense within the Consolidated Statements of Operations. The Company recorded debt issuance cost amortization related to the Credit Agreement prior to Amendment No. 5 of $ 263 and $ 211 for the three months ended March 31, 2023 and 2022, respectively. On August 1, 2022, the Company entered into Amendment No. 1 and Waiver to Credit Agreement, or the Amendment, with MAM Eagle Lender. Pursuant to the terms of the Amendment, the lenders waived any default under the credit agreement (including the imposition of a default interest rate with respect to the default) resulting from our failure to comply with the Minimum Liquidity Covenant. In addition, the Amendment, among other items, (i) provides that 30 % of any cash proceeds received by the Company from certain potential strategic licensing transactions shall be used to prepay amounts outstanding under the credit agreement; and (ii) decreases the amount of cash the Company is required to maintain pursuant to the Minimum Liquidity Covenant to $ 3,000 for a period beginning on August 1, 2022, and ending on August 31, 2022, at which point the amount required pursuant to the Minimum Liquidity Covenant shall increase to $ 5,000 . On October 24, 2022, the Company entered into Amendment No. 2 and Waiver to Credit Agreement, or the Amendment, with MAM Eagle Lender. Pursuant to the terms of the Amendment, the Credit Agreement is amended such that the Company must repay the principal thereunder (i) on the first business day of each month until the Interest Payment Date on December 1, 2022, in equal monthly installments of principal based on an amortization schedule of 36 months, (ii) an additional payment of principal in the amount of $ 300 prior to December 31, 2022 and (iii) commencing on the Interest Payment Date on January 2, 2023 and on each Interest Payment Date thereafter until the obligations have been repaid in full, the principal amount of $ 500 . In addition, the Amendment decreases the minimum cash covenant the Company is required to maintain under the Credit Agreement to (i) $ 3,000 for the period beginning on October 1, 2022, and ending on November 30, 2022, (ii) $ 4,500 for the period beginning on December 1, 2022, and ending on February 28, 2023, and (iii) $ 4,000 from and after March 1, 2023. Further, the Company has agreed that prior to December 31, 2022, it shall not, without the prior written consent of the Lenders, make or permit any payment under its agreements with Alkermes. In consideration for the Amendment, the Company agreed to pay the Agent an amendment fee of $ 5 and the Lender an amendment fee of $ 200 . On December 1, 2022, the Company entered into Amendment No. 3 to Credit Agreement with MAM Eagle Lender. Pursuant to the terms of the amendment, the amendment decreases the minimum cash covenant the Company is required to maintain under the credit agreement to (a) from October 1, 2022 to December 6, 2022 to not be less than $ 3,000 at any time, (b) from December 7, 2022 to February 28, 2023 to not be less than $ 4,500 , and (c) from and after March 1, 2023 to not be less than $ 4,000 . In January 2023, the Company entered into Amendment No. 4 to Credit Agreement with MAM Eagle Lender. Pursuant to the terms of the amendment, the credit agreement was amended such that the Company must make (i) a payment of principal in the amount of $ 500 on January 3, 2023, (ii) a payment of principal in the amount of $ 300 on February 1, 2023 and March 1, 2023, and (iii) on the interest payment date on April 3, 2023 and on each interest payment date thereafter until the obligations are repaid in full, a payment in the principal amount of $ 500 . In addition, the amendment decreases the minimum cash covenant the Company is required to maintain under the credit agreement, or the Minimum Liquidity Covenant, to (i) $ 3,000 for the period beginning on October 1, 2022, and ending on December 6, 2022, (ii) $ 4,500 for the period beginning on December 7, 2022, and ending on January 10, 2023, (iii) $ 2,225 for the period beginning on January 11, 2023, and ending on February 28, 2023, and (iv) $ 3,000 from and after March 1, 2023. Further, the Company agreed that prior to April 30, 2023, it will not, without the prior written consent of MAM Eagle Lender, make or permit any payment under its agreements with Alkermes. On March 29, 2023, the Company entered into Amendment No. 5 and Consent to Credit Agreement whereby MAM Eagle Lender consented to the transactions contemplated by the Transfer Agreement (as defined above) and agreed to release and discharge any liens granted or held by the lenders in respect of the assets discussed in the Transfer Agreement. The parties also agreed to, among other things, amend the minimum liquidity covenants under the Credit Agreement to require that the Company maintains $ 2,500 of liquidity at all times. In connection with Amendment No. 5, the Company issued warrants to MAM Eagle Lender to purchase an aggregate of 785,026 shares of the Company’s common stock, par value $ 0.01 per share at an exercise price equal to $ 1.8951 per share. As a result of Amendment No. 5, the Company performed a cash flow analysis to determine if the terms of the amended agreement were substantially different from those of the previous debt agreement. Due to the amendment fee and the fair value of the warrants issued, the Company concluded the terms are substantially changed in accordance with ASC 470-50, Debt – Modifications and Extinguishments . ASC 470-50 requires accounting for the amendment as a debt extinguishment and not a debt modification. The Company recorded a loss on debt extinguishment of $ 2,196 as of March 31, 2023, which represents the difference between the net carrying value of the existing debt and the reacquisition cost of the amended terms of the agreement and is attributable to unamortized debt issuance costs, the fair value of the Amendment No. 5 warrants and the Amendment No.5 fee. Based on the terms of the amended agreement, as of March 31, 2023, the effective interest rate was 14.51 % , which takes into consideration the accretion of the exit fee. As a result of the liquidity conditions discussed in Note 2, the Company is not expected to be able to comply with the Minimum Liquidity Covenant, as amended, 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (11) Commitments and Contingencies (a) Licenses and Supply Agreements 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 reimburses Cornell for its ongoing patent costs related to prosecution and maintenance of the patents related to the Cornell patents for the NMB Related Compounds. Through March 31, 2023 , no such milestones have been achieved. (b) Contingent Consideration for the Alkermes Transaction On April 10, 2015, Societal CDMO, Inc. (“Societal CDMO”), formerly Recro Pharma, Inc., 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. On March 29, 2023, the Company entered into the Transfer Agreement. Under the terms of the Transfer Agreement, the Company transferred the rights to certain patents, trademarks, equipment, data and other rights related to ANJESO (the “Assets”) to Alkermes. The Company also withdrew the New Drug Application (“NDA”) related to ANJESO and agreed, if elected by Alkermes at a later date, to transfer such withdrawn NDA to Alkermes at no additional cost. Additionally, under the Transfer Agreement, the Company granted Alkermes a non-exclusive, perpetual and irrevocable, royalty-free and fully paid-up worldwide license, to the additional intellectual property owned by the Company necessary to or useful to exploit ANJESO. In consideration of the transfer of the Assets, the parties agreed to the termination of (i) the Purchase and Sale Agreement, dated March 7, 2015, (ii) the Asset Transfer and License Agreement, dated April 10, 2015; and (iii) the Development, Manufacturing and Supply Agreement, dated as of July 10, 2015. In connection with the termination of the ANJESO Agreements, no further payments of any kind pursuant to the ANJESO Agreements will be payable by the Company to Alkermes and as a result, the Company removed the balance of its contingent consideration as of March 31, 2023. Historically, the contingent consideration consisted 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 included (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 Company paid $ 1,200 of the second payment in 2022. The third component consisted of three potential payments, based on the achievement of specified annual revenue targets. 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, which was paid quarterly. (c) Purchase Commitments As of March 31, 2023, the Company had outstanding non-cancelable and cancelable purchase commitments in the aggregate amount of $ 64 primarily related to goods and services from development activities. (d) Certain Compensation and Employment Agreements The Company entered into an employment agreement with one of its named executive officers in February 2020. As of March 31, 2023, this employment agreement provided for, among other things, annual base salary in an aggregate amount of not less than $ 927 , from that date through September 2024 . |
Capital Structure
Capital Structure | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Capital Structure | (12) Capital Structure (a) Common Stock On November 21, 2019, the Company separated from Societal CDMO as a result of a special dividend distribution of all the outstanding shares of its common stock to Societal CDMO shareholders. On the distribution date, each Societal CDMO shareholder received one share of Baudax Bio’s common stock for every two and one-half shares of Societal CDMO common stock held of record at the close of business on November 15, 2019. Upon the distribution, 6,712 shares of common stock were issued. The Company is authorized to issue 190,000,000 shares of common stock, with a par value of $ 0.01 per share. On March 1, 2022, the Company closed an underwritten public offering of 45,791 shares of its common stock, pre-funded warrants to purchase 41,929 shares of common stock at an exercise price of $ 0.40 per share and warrants to purchase 87,719 shares of common stock at an exercise price of $ 130.00 per share, as well as up to 13,158 additional shares of common stock and/or additional warrants to purchase up to 13,158 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 $ 114.00 , and the public offering price for each pre-funded warrant and accompanying warrant was $ 113.60 . 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 5,263 shares of common stock at an exercise price of $ 142.50 per share. On February 28, 2022, the Underwriter partially exercised its option to purchase an additional 2,847 warrants. Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, was $ 8,791 . On May 17, 2022, the Company entered into a securities purchase agreement with institutional investors named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “May 2022 Offering”), 41,152 shares of the Company’s common stock, par value $ 0.01 per share, and, in a concurrent private placement, warrants exercisable for up to an aggregate of 41,152 shares of Common Stock at a combined offering price of $ 48.60 per share and associated warrant. The warrants have an exercise price of $ 43.60 per share. Each warrant is exercisable for one share of common stock and was exercisable immediately upon issuance. The warrants will have a term of five years from the issuance date. As compensation to H.C. Wainwright & Co., LLC as placement agent in connection with the offering, the Company agreed to pay to the placement agent a cash fee of 7.0 % of the aggregate gross proceeds raised in the offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the offering and certain expenses. The Company also issued to designees of the placement agent warrants to purchase up to 6.0 % of the aggregate number of shares of common stock sold in the transactions, or warrants to purchase up to 2,469 shares of common stock. The placement agent warrants have substantially the same terms as the warrants, except that the placement agent warrants have an exercise price equal to 125% of the offering price per share (or $ 60.75 per share). The placement agent warrants will expire on May 17, 2027 . Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, was $ 1,720 . On September 1, 2022, the Company closed a best efforts public offering of: (i) 188,872 shares of its common stock, par value $ 0.01 per share and accompanying Series A-1 warrants (“Series A-1 warrants”) to purchase 188,872 shares of Common stock and Series A-2 warrants (“Series A-2 warrants”, and together with the Series A-1 warrants, “Series A warrants”) to purchase 188,872 shares of Common Stock, at a combined public offering price of $ 21.00 per share and Series A warrants and (ii) Series B pre-funded warrants (“Series B pre-funded warrants”) to purchase 106,607 shares of Common Stock and accompanying Series A-1 warrants to purchase 106,607 shares of Common Stock and Series A-2 warrants to purchase 106,607 shares of Common stock at a combined public offering price of $ 20.60 per Series B pre-funded warrant and Series A warrants, which is equal to the public offering price per share of Common Stock and accompanying Series A warrants less the $ 0.01 per share exercise price of each such Series B pre-funded warrant. The Series A warrants have an exercise price of $ 21.00 per share of Common Stock. The Series A-1 warrants are exercisable upon issuance and will expire five years from the date of issuance. The Series A-2 warrants are exercisable upon issuance and will expire thirteen months from the date of issuance. The exercise price of the Series A warrants is subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in the Series A warrants. Subject to certain ownership limitations, the Series B pre-funded warrants are immediately exercisable and were exercised at a nominal consideration of $ 0.40 per share of Common Stock upon the closing of the transaction. As compensation to H.C. Wainwright & Co., LLC, as the exclusive placement agent in connection with the Offering, the Company paid a cash fee of 7.0 % of the aggregate gross proceeds raised in the offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the offering, and reimbursement of certain expenses and legal fees. The Company also issued to designees of the placement agent warrants to purchase up to 17,728 shares of common stock. The placement agent warrants have substantially the same terms as the Series A warrants, except that the placement agent warrants have an exercise price equal to $ 26.25 per share and expire on August 29, 2027 . Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, was $ 5,044 . On December 6, 2022 the Company closed a best efforts public offering of: (i) 54,787 shares of its common stock, par value $ 0.01 per share and accompanying Series A-3 warrants to purchase 54,787 shares of common stock and Series A-4 warrants to purchase 54,787 shares of common stock, at a combined public offering price of $ 4.795 per share and accompanying series A warrants and (ii) series C pre-funded warrants to purchase 988,000 shares of common stock and accompanying series A-3 warrants to purchase 988,000 shares of common stock and series A-4 warrants to purchase 988,000 shares of common stock at a combined public offering price of $ 4.785 per series C pre-funded warrant and accompanying series A warrants, which was equal to the public offering price per share of common stock and accompanying series A warrants less the $ 0.01 per share exercise price of each such series C pre-funded warrant. The series A warrants have an exercise price of $ 4.50 per share of common stock. The series A-3 warrants are exercisable upon issuance and will expire on December 6, 2027. The series A-4 warrants are exercisable upon issuance and will expire on January 8, 2024. The exercise price of the series A warrants is subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in the Series A Warrants. The Series C prefunded warrants have been exercised in full as of December 31, 2022. As compensation to H.C. Wainwright & Co., LLC as the exclusive placement agent in connection with the offering, the Company paid the placement agent a cash fee of 7.0 % of the aggregate gross proceeds raised in the offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the offering, and reimbursement of certain expenses and legal fees. The Company also issued to designees of the placement agent warrants to purchase up to 62,567 shares of common stock. The Placement Agent Warrants have substantially the same terms as the series A warrants, except that the placement agent warrants have an exercise price equal to $ 5.99375 per share and expire on December 2, 2027 . Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, was $ 3,916 . On May 1, 2023 the Company closed a best efforts public offering of: (i) 1,326,175 shares of its common stock, par value $ 0.01 per share and accompanying Series A-5 warrants to purchase 1,326,175 shares of Common stock and Series A-6 warrants to purchase 1,326,175 shares of common stock, at a combined public offering price of $ 1.15 per share and accompanying Series A warrants and (ii) Series D pre-funded warrants to purchase 2,152,087 shares of common stock and accompanying Series A-5 warrants to purchase 2,152,087 shares of common stock and Series A-6 warrants to purchase 2,152,087 shares of common stock at a combined public offering price of $ 1.14 per Series D pre-funded warrant and accompanying Series A warrants, which is equal to the public offering price per share of Common Stock and accompanying Series A warrants less the $ 0.01 per share exercise price of each such Series D pre-funded warrant. The Series A warrants have an exercise price of $ 1.15 per share of common stock. The Series A-5 warrants are exercisable upon issuance and will expire on May 1, 2028. The Series A-6 warrants are exercisable upon issuance and will expire on November 1, 2024. Subject to certain ownership limitations described in the Series D pre-funded warrants, the Series D pre-funded warrants were immediately exercisable and were fully exercised at a nominal consideration of $0.01 per share of common stock upon closing. As compensation to H.C. Wainwright & Co., LLC, as the exclusive placement agent in connection with the offering, the Company paid the placement agent a cash fee of 7.0 % of the aggregate gross proceeds raised in the offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the offering, and reimbursement of certain expenses and legal fees. The Company also issued to designees of the placement agent warrants to purchase up to 208,696 shares of common stock. These warrants have substantially the same terms as the Series A warrants, except that the placement agent warrants have an exercise price equal to $ 1.4375 per share and expire on April 26, 2028 . (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. On September 19, 2022, the board of directors of the Company declared a dividend of one one-thousandth (1/1,000th) of a share of Series B Preferred Stock, par value $ 0.01 per share (“Series B Preferred Stock”), for each outstanding share of the Company’s common stock, par value $ 0.01 per share to shareholders of record on September 29, 2022 (the “Record Date”). The shares of Series B Preferred Stock were distributed to such recipients on October 3, 2022. Each share of Series B Preferred Stock entitles the holder thereof to 1,000,000 votes per share. The outstanding shares of Series B Preferred Stock vote together with the outstanding shares of Common Stock of the Company as a single class exclusively with respect to (1) any proposal to adopt an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to reclassify the outstanding shares of common stock into a smaller number of shares of common stock at a ratio specified in or determined in accordance with the terms of such amendment (the “Reverse Stock Split”) and (2) any proposal to adjourn any meeting of shareholders called for the purpose of voting on the Reverse Stock Split. The Series B Preferred Stock will not be entitled to vote on any other matter, except to the extent required under the Pennsylvania Business Corporation Law . In September 2022, 20,003.745 shares of Series B Preferred Stock were declared as a stock dividend and issued on October 3, 2022. On November 3, 2022, all of our outstanding shares of Series B Preferred Stock were redeemed for nominal consideration pursuant to the terms of the Series B Preferred Stock. As of March 31, 2023 , there were no shares of Preferred Stock 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 376 shares of common stock, at an exercise price equal to $ 6,426.00 per share (see Note 10). 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 0.2 shares of the Company’s common stock per warrant (rounded up to the nearest whole share) (the “Exchange”). The Company issued 848 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 $ 1.8951 , 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 7,358 shares of common stock of the Company (the “January Warrants”) at an offering price of $ 175.00 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 $ 1,652.00 per warrant. The January Warrants have an exercise price of $ 2,240.00 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 441 shares of common stock (the “January Placement Agent Warrants”) at an exercise price of $ 2,800.00 per share. On August 24, 2022, the Company entered into warrant amendment agreements (the “Warrant Amendment Agreements”) with certain holders of the Company’s (i) Series A Warrants to purchase 7,234 shares of common stock with an exercise price of $ 1,680.00 per share, (ii) Warrants to purchase 7,358 shares of common stock with an exercise price of $ 2,240.00 per share, (iii) Warrants to purchase 10,021 shares of common stock with an exercise price of $ 1,260.00 per share, (iv) Warrants to purchase 9,062 shares of common stock with an exercise price of $ 448.00 per share, and (v) Warrants to purchase 88,615 shares of common stock with an exercise price of $ 130.00 per share (the “Existing Warrants”). Under the Warrant Amendment Agreements, the Company agreed to amend the Existing Warrants by lowering the exercise price of the Existing Warrants to $ 23.92 per share. The warrant modification resulted in an increase in the fair value of warrants of $ 1,151 . Subsequent to the warrant amendment, the Company issued 2,875 shares of common stock upon exercise of a portion of the amended warrants for net proceeds of $ 69 . On December 2, 2022, the Company entered into a warrant amendment agreement (the “December Warrant Amendment Agreement”) with a certain holder of the Company’s (i) warrants to purchase 7,234 shares of common stock with an exercise price of $ 23.92 per share, (ii) warrants to purchase 7,358 shares of common stock with an exercise price of $ 23.92 per share, (iii) warrants to purchase 6,013 shares of common stock with an exercise price of $ 23.92 per share, (iv) Warrants to purchase 5,143 shares of common stock with an exercise price of $ 23.92 per share, (v) warrants to purchase 48,246 shares of common stock with an exercise price of $ 23.92 per share, (vi) Series A-1 warrants to purchase 14,404 shares of common stock with an exercise price of $ 43.60 per share, (vii) Series A-2 warrants to purchase 142,858 shares of common stock with an exercise price of $ 21.00 per share and (viii) warrants to purchase 142,858 shares of common stock with an exercise price of $ 21.00 per share (collectively, the “December Existing Warrants”). Under the December Warrant Amendment Agreement, the Company (i) agreed to amend the December Existing Warrants by lowering the exercise price of the December Existing Warrants to $ 4.50 per share and (ii) amend the expiration date of the December Existing Warrants to December 6, 2027 , in each case effective on December 6, 2022. The warrant modification resulted in an increase in the fair value of warrants of $ 746 . In January 2023, the Company issued 961,787 shares of common stock upon the exercise of warrants for proceeds of $ 4,328 . In March 2023, in connection with Amendment No. 5, the Company issued warrants to MAM Eagle Lender to purchase an aggregate of 785,026 shares of the Company’s common stock, par value $ 0.01 per share at an exercise price equal to $ 1.8951 per share. As of March 31, 2023, the Company had the following warrants outstanding to purchase shares of the Company’s common stock: Number of Shares Exercise Price per Share Expiration Date March Series A Warrants 15 $ 1.8951 March 26, 2025 MAM Eagle Lender Warrant 376 $ 6,426.00 May 29, 2027 November Series A Warrants 7,234 $ 4.50 December 6, 2027 November Placement Warrants 433 $ 2,073.75 November 24, 2025 December Placement Warrants 441 $ 2,038.75 December 18, 2025 January Warrants 7,358 $ 4.50 December 6, 2027 January Placement Warrants 441 $ 2,800.00 January 21, 2026 February Placement Warrants 471 $ 2,800.00 February 8, 2026 May Warrants 4,008 $ 23.924 June 1, 2027 May Warrants, repriced 6,013 $ 4.50 December 6, 2027 May Placement Warrants 601 $ 1,487.50 May 31, 2026 December 2021 Warrants 3,918 $ 23.924 June 27, 2027 December 2021 Warrants, repriced 5,143 $ 4.50 December 6, 2027 December 2021 Placement Agent 724 $ 448.00 December 27, 2026 March 2022 Warrants 1,952 $ 130.00 March 1, 2027 March 2022 Warrants, repriced 37,492 $ 23.924 March 1, 2027 March 2022A Warrants, repriced 48,246 $ 4.50 December 6, 2027 March 2022 Underwriter Warrants 5,263 $ 142.50 February 24, 2027 May 2022 Warrants 26,748 $ 43.60 May 19, 2027 May 2022 Warrants, repriced 14,404 $ 4.50 December 6, 2027 May 2022 Placement Agent 2,469 $ 60.752 May 17, 2027 August 2022 Series A-1 Warrants 152,612 $ 21.00 September 1, 2027 August 2022 Series A-1 Warrants, repriced 142,858 $ 4.50 December 6, 2027 August 2022 Series A-2 Warrants 152,612 $ 21.00 October 2, 2023 August 2022 Series A-2 Warrants, repriced 142,858 $ 4.50 December 6, 2027 August 2022 Placement Agent 17,728 $ 26.25 August 29, 2027 December 2022 Series A-3 Warrants 1,042,787 $ 4.50 December 6, 2027 December 2022 Placement Agent 62,567 $ 5.99375 December 2, 2027 MAM Eagle Lender Amendment No. 5 785,026 $ 1.89510 March 29, 2033 With the exception of the March Series A Warrants to purchase 15 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. As of March 31, 2023 the liability warrants had a nominal fair value. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | (13) 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 an initial total of 2,142 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. The total number of shares authorized for issuance under the 2019 Plan as of March 31, 2023 is 31,581 shares. As of March 31, 2023, 28,718 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 . There were no options granted during the three months ended March 31, 2023 or 2022. The following table summarizes Baudax Bio stock option activity during the three months ended March 31, 2023: Number of Weighted Weighted Balance, December 31, 2022 1,939 $ 3,525.88 6.5 years Expired/forfeited/cancelled ( 351 ) $ 3,644.51 Balance, March 31, 2023 1,588 $ 3,499.66 7.7 years Vested 1,193 $ 3,568.46 7.8 years Vested and expected to vest 1,588 $ 3,499.66 7.7 years Included in the table above are 28 stock options outstanding as of March 31, 2023 that were granted outside of the 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 three months ended March 31, 2023: Number of Weighted Balance, December 31, 2022 10,611 $ 116.81 Granted — — Vested and settled ( 6 ) 2,391.91 Expired/forfeited/cancelled ( 386 ) 1,318.71 Balance, March 31, 2023 10,219 $ 70.08 Expected to vest 10,219 In June 2022, the Company granted 12,519 time-based RSUs, which may be settled in cash, stock, or a combination of cash and stock, solely at the election of the Company. These awards are classified as Other long-term liabilities on the Consolidated Balance Sheet due to insufficient shares available for grant in the 2019 Plan. Included in the table above are 3 time-based RSUs outstanding as of March 31, 2023 that were granted outside of the 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 from continuing operations for the three months ended March 31, 2023 and 2022 was $ 191 and $ 491 , respectively, which also includes expense for the liability classified awards. As of March 31, 2023, there was $ 705 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 0.9 years. 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 March 31, 2023 , there was no aggregate intrinsic value of the vested and unvested options. |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | (14) 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 three months ended March 31, 2023 and 2022 were $ 31 and $ 117 , respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Principles (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all of the information and notes required by U.S. GAAP for complete annual financial statements. In the opinion of management, the accompanying consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s results for the interim periods. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2022 included in the Company’s Form 10-K. |
Use of Estimates | (b) 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 | (c) 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 . |
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 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 30 th , 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 an impairment test as of March 31, 2023 after identifying indicators of impairment. There was no impairment to goodwill based on the analysis. |
Concentration of Credit Risk | (f) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company manages its cash and cash equivalents based on established guidelines relative to diversification and maturities to maintain safety and liquidity. |
Research and Development | (g) 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, 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 | (h) Stock-Based Awards Share-based compensation included in the consolidated financial statements 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 cash dividends and has no plans to do so in the foreseeable future, therefore the dividend yield is zero. |
Income Taxes | (i) 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 | (j) Net Income (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 12(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 March 31, 2023. 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 income (loss) per share: Three Months Ended March 31, 2023 2022 Basic and Diluted Income (Loss) Per Share Net loss from continuing operations $ ( 7,386 ) $ ( 8,194 ) Net income (loss) from discontinued operation $ 18,790 $ ( 4,615 ) Net income (loss) $ 11,404 $ ( 12,809 ) Net loss per share from continuing operations $ ( 3.19 ) $ ( 81.16 ) Net income (loss) per share from discontinued operation $ 8.10 $ ( 45.71 ) Net income (loss) per share of common stock, basic $ 4.91 $ ( 126.87 ) Weighted average common shares outstanding, basic 2,318,539 100,961 The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be anti-dilutive: Three Months Ended March 31, 2023 2022 Options and restricted stock units outstanding 11,807 2,665 Warrants 2,672,798 133,016 Amounts in the table above reflect the common stock equivalents of the noted instruments |
Recent Accounting Pronouncements | (k) Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 adopted this guidance as of January 1, 2022, using the full retrospective method of adoption. The adoption eliminated the presentation of the beneficial conversion feature on the consolidated statement of operations and had 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 adopted this guidance as of January 1, 2022, using the prospective method of adoption. This adoption did 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 adopted this guidance as of January 1, 2022, using the prospective method of adoption. This adoption did not have a material impact to the Company or its disclosures. 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 adopted this guidance as of January 1, 2023 and noted no impact to the Company or its disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Principles (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted income (loss) per share: Three Months Ended March 31, 2023 2022 Basic and Diluted Income (Loss) Per Share Net loss from continuing operations $ ( 7,386 ) $ ( 8,194 ) Net income (loss) from discontinued operation $ 18,790 $ ( 4,615 ) Net income (loss) $ 11,404 $ ( 12,809 ) Net loss per share from continuing operations $ ( 3.19 ) $ ( 81.16 ) Net income (loss) per share from discontinued operation $ 8.10 $ ( 45.71 ) Net income (loss) per share of common stock, basic $ 4.91 $ ( 126.87 ) Weighted average common shares outstanding, basic 2,318,539 100,961 |
Schedule of Anti-Dilutive Securities | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be anti-dilutive: Three Months Ended March 31, 2023 2022 Options and restricted stock units outstanding 11,807 2,665 Warrants 2,672,798 133,016 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule Of discontinued amount included in assets and liabilities | The following table shows amounts included in assets and liabilities of discontinued operations, respectively, on the Company’s Consolidated Balance Sheets at December 31, 2022: December 31, 2022 Current assets of discontinued operation: Accounts receivable, net $ 336 Prepaid expenses and other current assets 449 Total current assets of discontinued operation 785 Non-current assets of discontinued operation: Property and equipment, net 695 Total non-current assets of discontinued operation 695 Total assets of discontinued operation $ 1,480 Current liabilities of discontinued operation: Accounts payable $ 730 Accrued expenses and other current liabilities 365 Current portion of contingent consideration 9,203 Total current liabilities of discontinued operation 10,298 Non-current liabilities of discontinued operation: Long-term portion of contingent consideration 10,697 Total non-current liabilities of discontinued operation 10,697 Total liabilities of discontinued operation $ 20,995 |
Schedule of discontinued operations in the consolidated statements of operations | The results of operations from discontinued operations for the three months ended March 31, 2023 and 2022, have been reflected as discontinued operations in the consolidated statements of operations and consist of the following: For the Three Months Ended March 31, 2023 2022 Revenue, net $ ( 14 ) $ 422 Operating expenses: Cost of sales 405 648 Research and development — 599 Selling, general and administrative — 7,256 Amortization of intangible assets — 644 Change in contingent consideration valuation ( 19,900 ) ( 3,803 ) Loss on impairment of property and equipment 485 — Total operating expenses ( 19,010 ) 5,344 Operating gain (loss) from discontinued operation 18,996 ( 4,922 ) Other expense: Other expense, net ( 206 ) 307 Net income (loss) from discontinued operation $ 18,790 $ ( 4,615 ) The Company sold ANJESO in the U.S. through a single third-party logistics provider (“3PL”), which took title to and control of the goods, and was considered the customer. The Company recognized 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 was recognized as revenue for products includes an estimate of variable consideration for reserves, which result from discounts, returns, chargebacks, rebates, and other allowances that were offered within contracts between the Company and end-user customers, wholesalers, group purchasing organizations and other indirect customers. The Company’s payment terms were generally between thirty to ninety days. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 date using Quoted prices Significant Significant At March 31, 2023: Assets: Cash equivalents (See Note 6) Money market mutual funds $ 2,264 $ — $ — Total cash equivalents $ 2,264 $ — $ — At December 31, 2022: Assets: Cash equivalents (See Note 6) Money market mutual funds $ 2,241 $ — $ — Total cash equivalents $ 2,241 $ — $ — |
Cash Equivalents (Tables)
Cash Equivalents (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Cash Equivalents | The following is a summary of cash equivalents: March 31, 2023 Amortized Gross Unrealized Estimated Description Cost Gain Loss Fair Value Money market mutual funds $ 2,264 $ — $ — $ 2,264 Total cash equivalents $ 2,264 $ — $ — $ 2,264 December 31, 2022 Amortized Gross Unrealized Estimated Description Cost Gain Loss Fair Value Money market mutual funds $ 2,241 $ — $ — $ 2,241 Total cash equivalents $ 2,241 $ — $ — $ 2,241 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following: March 31, 2023 December 31, 2022 Building and improvements $ 129 $ 166 Furniture, office and computer equipment 259 306 388 472 Less: accumulated depreciation 387 463 Property and equipment, net $ 1 $ 9 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Undiscounted Future Lease Payments for Non-Cancellable Operating Leases | As of March 31, 2023, undiscounted future lease payments for non-cancellable operating leases are as follows: Lease payments Remainder of 2023 $ 263 2024 278 2025 278 2026 287 2027 294 Total lease payments 1,400 Less imputed interest ( 604 ) Total operating lease liability $ 796 |
Schedule of Components Least Cost | As of March 31, 2023, the weighted average remaining lease term was 5 years and the weighted average discount rate was 23 % . The components of the Company’s lease cost were as follows: Three Months Ended March 31, 2023 2022 Operating lease cost $ 70 $ 73 Short-term lease cost 35 37 Total lease cost $ 105 $ 110 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, December 31, 2023 2022 Payroll and related costs $ 220 $ 656 Professional and consulting fees 568 789 Other research and development costs 1,246 593 Interest payable 81 94 Other 419 232 $ 2,534 $ 2,364 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Carrying Value of Debt | The following table summarizes the components of the carrying value of debt: March 31, December 31, 2023 2022 Credit Agreement $ 10,000 $ 10,000 Payment of principal ( 3,344 ) ( 2,244 ) Unamortized deferred issuance costs — ( 828 ) Accrued amendment fee 568 — Exit fee accretion 209 191 Total debt $ 7,433 $ 7,119 Current portion $ 6,000 $ 5,600 Long-term portion, net 1,433 1,519 |
Capital Structure (Tables)
Capital Structure (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding to Purchase Shares Common Stock | As of March 31, 2023, the Company had the following warrants outstanding to purchase shares of the Company’s common stock: Number of Shares Exercise Price per Share Expiration Date March Series A Warrants 15 $ 1.8951 March 26, 2025 MAM Eagle Lender Warrant 376 $ 6,426.00 May 29, 2027 November Series A Warrants 7,234 $ 4.50 December 6, 2027 November Placement Warrants 433 $ 2,073.75 November 24, 2025 December Placement Warrants 441 $ 2,038.75 December 18, 2025 January Warrants 7,358 $ 4.50 December 6, 2027 January Placement Warrants 441 $ 2,800.00 January 21, 2026 February Placement Warrants 471 $ 2,800.00 February 8, 2026 May Warrants 4,008 $ 23.924 June 1, 2027 May Warrants, repriced 6,013 $ 4.50 December 6, 2027 May Placement Warrants 601 $ 1,487.50 May 31, 2026 December 2021 Warrants 3,918 $ 23.924 June 27, 2027 December 2021 Warrants, repriced 5,143 $ 4.50 December 6, 2027 December 2021 Placement Agent 724 $ 448.00 December 27, 2026 March 2022 Warrants 1,952 $ 130.00 March 1, 2027 March 2022 Warrants, repriced 37,492 $ 23.924 March 1, 2027 March 2022A Warrants, repriced 48,246 $ 4.50 December 6, 2027 March 2022 Underwriter Warrants 5,263 $ 142.50 February 24, 2027 May 2022 Warrants 26,748 $ 43.60 May 19, 2027 May 2022 Warrants, repriced 14,404 $ 4.50 December 6, 2027 May 2022 Placement Agent 2,469 $ 60.752 May 17, 2027 August 2022 Series A-1 Warrants 152,612 $ 21.00 September 1, 2027 August 2022 Series A-1 Warrants, repriced 142,858 $ 4.50 December 6, 2027 August 2022 Series A-2 Warrants 152,612 $ 21.00 October 2, 2023 August 2022 Series A-2 Warrants, repriced 142,858 $ 4.50 December 6, 2027 August 2022 Placement Agent 17,728 $ 26.25 August 29, 2027 December 2022 Series A-3 Warrants 1,042,787 $ 4.50 December 6, 2027 December 2022 Placement Agent 62,567 $ 5.99375 December 2, 2027 MAM Eagle Lender Amendment No. 5 785,026 $ 1.89510 March 29, 2033 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes Baudax Bio stock option activity during the three months ended March 31, 2023: Number of Weighted Weighted Balance, December 31, 2022 1,939 $ 3,525.88 6.5 years Expired/forfeited/cancelled ( 351 ) $ 3,644.51 Balance, March 31, 2023 1,588 $ 3,499.66 7.7 years Vested 1,193 $ 3,568.46 7.8 years Vested and expected to vest 1,588 $ 3,499.66 7.7 years |
Summary of RSUs Activity | The following table summarizes Baudax Bio RSUs activity during the three months ended March 31, 2023: Number of Weighted Balance, December 31, 2022 10,611 $ 116.81 Granted — — Vested and settled ( 6 ) 2,391.91 Expired/forfeited/cancelled ( 386 ) 1,318.71 Balance, March 31, 2023 10,219 $ 70.08 Expected to vest 10,219 |
Background - Additional Informa
Background - Additional Information (Details) | 3 Months Ended | |||
Dec. 01, 2022 | Feb. 16, 2022 | Nov. 21, 2019 shares | Mar. 31, 2023 Segment | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Number of operating segments | Segment | 1 | |||
Reverse stock split | 1-for-40 | 1-for-35 | ||
Separation | Recro | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Right to receive common stock | shares | 1 |
Development-Stage Risks, Liqu_2
Development-Stage Risks, Liquidity and Going Concern - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Business Developments Risks And Uncertainties Liquidity [Abstract] | ||
Accumulated deficit | $ 179,500 | $ 190,904 |
Summary of Significant Accoun_4
Summary of Significant Accounting Principles - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) Unit $ / shares | Dec. 31, 2022 $ / shares | May 17, 2022 $ / shares | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of reportable unit | Unit | 1 | ||
Intangible asset, useful life | 10 years | ||
Goodwill impairment | $ 0 | ||
Impairment loss | $ 19,681,000 | ||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
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 | ||
Minimum | Furniture and Office Equipment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment estimated useful lives | 3 years | ||
Minimum | Manufacturing Equipment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment estimated useful lives | 6 years | ||
Maximum | Furniture and Office Equipment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment estimated useful lives | 7 years | ||
Maximum | Manufacturing Equipment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment estimated useful lives | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Principles - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic Loss Per Share | ||
Net income (loss) from discontinued operations | $ 18,790,000 | $ (4,615,000) |
Net loss per share from continuing operations, basic | $ (3.19) | $ (81.16) |
Net loss per share from discontinued operations | 8.10 | (45.71) |
Net income (loss) per share, basic | $ 4.91 | $ (126.87) |
Weighted average common shares outstanding, basic | 2,318,539 | 100,961 |
Diluted Loss Per Share | ||
Net income (loss) from continuing operations | $ (4,910) | $ (126,870) |
Net loss from discontinued operations | 7,386,000 | (8,194,000) |
Net loss | $ 11,404,000 | $ (12,809,000) |
Net loss per share from continuing operations, diluted | $ (3.19) | $ (81.16) |
Net income (loss) per share, diluted | $ 4.91 | $ (126.87) |
Weighted average common shares outstanding, diluted | 2,318,539 | 100,961 |
Summary of Significant Accoun_6
Summary of Significant Accounting Principles - Schedule of Anti-Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
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 | 11,807 | 2,665 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding | 2,672,798 | 133,016 |
Discontinued Operations - Disco
Discontinued Operations - Discontinued Operations - Schedule Of discontinued amount included in assets and liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets of discontinued operation | ||
Accounts receivable, net | $ 336 | |
Prepaid expenses and other current assets | 449 | |
Total current assets of discontinued operation | $ 0 | 785 |
Non-current assets of discontinued operation | ||
Property and equipment, net | 695 | |
Total non-current assets of discontinued operation | 0 | 695 |
Total assets of discontinued operation | 1,480 | |
Current liabilities of discontinued operation | ||
Accounts payable | 730 | |
Accrued expenses and other current liabilities | 365 | |
Current portion of contingent consideration | 9,203 | |
Total current liabilities of discontinued operation | 10,298 | |
Non-current liabilities of discontinued operation | ||
Long-term portion of contingent consideration | 10,697 | |
Total non-current liabilities of discontinued operation | $ 0 | 10,697 |
Total liabilities of discontinued operation | $ 20,995 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of discontinued operations in the consolidated statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue, net | $ 14 | $ 422 |
Operating expenses: | ||
Cost of sales | 405 | 648 |
Research and development | 0 | 599 |
Selling, general and administrative | 0 | 7,256 |
Amortization of intangible assets | 0 | 644 |
Change in contingent consideration valuation | (19,900) | (3,803) |
Loss on impairment of property and equipment | 485 | 0 |
Total operating expenses | (19,010) | 5,344 |
Operating gain (loss) from discontinued operation | 18,996 | (4,922) |
Other expense: | ||
Other expense, net | (206) | 307 |
Net income (loss) from discontinued operation | $ 18,790 | $ (4,615) |
Discontinued Operations (Additi
Discontinued Operations (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss on impairment of property and equipment | $ 485 | $ 0 |
Impairment loss | 19,681 | |
Gain | 18,790 | (4,615) |
Change in contingent consideration valuation | $ (19,900) | $ (3,803) |
Intangible asset, useful life | 10 years | |
Transfer Agreement [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss on impairment of property and equipment | $ 485 | |
Change in contingent consideration valuation | $ 19,900 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Classification of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Total cash equivalents | $ 2,264 | $ 2,241 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents | 2,264 | 2,241 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Mutual Funds | ||
Assets: | ||
Total cash equivalents | 2,264 | 2,241 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Money Market Mutual Funds | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Money Market Mutual Funds | ||
Assets: | ||
Total cash equivalents | $ 0 | $ 0 |
Cash Equivalents (Additional In
Cash Equivalents (Additional Information) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents maturity period | 1 month | 1 month |
Cash Equivalents - Summary of C
Cash Equivalents - Summary of Cash Equivalents (Details) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost | $ 2,264 | $ 2,241 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Estimated Fair Value | 2,264 | 2,241 |
Money Market Mutual Funds | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost | 2,264 | 2,241 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Estimated Fair Value | $ 2,264 | $ 2,241 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 388 | $ 472 |
Less: accumulated depreciation | 387 | 463 |
Property and equipment, net | 1 | 9 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 129 | 166 |
Furniture, Office and Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 259 | $ 306 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3 | $ 14 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating leases with remaining lease term | 5 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 | 5 years | |
Operating lease, weighted average discount rate percent | 23% | |
Cash paid for amounts included in measurement of lease liabilities | $ 96 | $ 131 |
Leases - Schedule of Undiscount
Leases - Schedule of Undiscounted Future Lease Payments for Non-Cancellable Operating Leases (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 263 |
2024 | 278 |
2025 | 278 |
2026 | 287 |
2027 | 294 |
Total lease payments | 1,400 |
Less imputed interest | (604) |
Total operating lease liability | $ 796 |
Leases - Schedule of Components
Leases - Schedule of Components Least Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 70 | $ 73 |
Short-term lease cost | 35 | 37 |
Total lease cost | $ 105 | $ 110 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 0 | $ 644 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payroll and related costs | $ 220 | $ 656 |
Professional and consulting fees | 568 | 789 |
Other research and development costs | 1,246 | 593 |
Interest payable | 81 | 94 |
Other | 419 | 232 |
Total accrued expenses and other current liabilities | $ 2,534 | $ 2,364 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 USD ($) Employee | Mar. 31, 2023 USD ($) | |
Payables and Accruals [Abstract] | ||
Number of positions reduced | Employee | 66 | |
Severance Cost | $ 4,148 | |
Accrued Severance Cost | $ 97 |
Debt - Schedule of Components o
Debt - Schedule of Components of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instruments [Abstract] | ||
Credit Agreement | $ 10,000 | $ 10,000 |
Payment of principal | (3,344) | 2,244 |
Unamortized deferred issuance costs | 0 | (828) |
Accrued amendment fee | 568 | 0 |
Exit fee accretion | 209 | 191 |
Total debt | 7,433 | 7,119 |
Current portion of long-term debt, net | 6,000 | 5,600 |
Long-term debt, net | $ 1,433 | $ 1,519 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
May 31, 2023 | Apr. 03, 2023 | Mar. 29, 2023 | Mar. 01, 2023 | Feb. 01, 2023 | May 17, 2022 | May 29, 2020 | Jan. 10, 2023 | Aug. 31, 2022 | Feb. 28, 2023 | Dec. 06, 2022 | Nov. 30, 2022 | Mar. 31, 2023 | Feb. 28, 2023 | Feb. 28, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 01, 2023 | Jan. 03, 2023 | Oct. 24, 2022 | Sep. 01, 2022 | Aug. 01, 2022 | |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ (15) | $ 9,074 | ||||||||||||||||||||
Gain on extinguishment of debt | (2,196) | 0 | ||||||||||||||||||||
Exercise price of warrants | $ 60.75 | $ 5.99375 | $ 1.4375 | $ 26.25 | ||||||||||||||||||
Change in warrant valuation | $ 0 | (5) | ||||||||||||||||||||
principal amount | $ 500 | |||||||||||||||||||||
Warrant to purchase of common stock | 2,469 | |||||||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (2,196) | 0 | ||||||||||||||||||||
MAM Eagle Lender, LLC | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
principal amount | $ 500 | |||||||||||||||||||||
Credit Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Gain on extinguishment of debt | 2,196 | |||||||||||||||||||||
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 | |||||||||||||||||||||
Debt issuance cost amortization | 263 | $ 211 | ||||||||||||||||||||
additional payment of principal | $ 500 | $ 300 | $ 300 | |||||||||||||||||||
cash covenant | $ 4,000 | $ 2,500 | $ 3,000 | $ 4,500 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ 2,196 | |||||||||||||||||||||
Credit Agreement | Common Stock | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ 1.8951 | |||||||||||||||||||||
Warrant to purchase of common stock | 785,026 | |||||||||||||||||||||
Common stock, par value | $ 0.01 | |||||||||||||||||||||
Credit Agreement | Lender | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
amendment fee | 200 | |||||||||||||||||||||
Credit Agreement | Agent | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
amendment fee | $ 5 | |||||||||||||||||||||
Credit Agreement | MAM Eagle Lender, LLC | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Financial covenants minimum liquidity requirement increased amount | $ 5,000 | |||||||||||||||||||||
Percentage of cash used to repay outstanding under the credit agreement | 30% | |||||||||||||||||||||
Financial covenants, minimum liquidity requirement | $ 3,000 | |||||||||||||||||||||
cash covenant | $ 3,000 | $ 4,500 | $ 2,225 | $ 3,000 | $ 4,500 | |||||||||||||||||
Credit Agreement | MAM Eagle Lender, LLC | Common Stock | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ 6,426 | |||||||||||||||||||||
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% | |||||||||||||||||||||
Amended Credit Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Exit fee percentage | 14.51% | |||||||||||||||||||||
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% | |||||||||||||||||||||
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 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | |||||
Apr. 10, 2015 USD ($) | Feb. 29, 2020 USD ($) Milestonepayment | Jun. 30, 2017 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2019 USD ($) | Mar. 31, 2019 USD ($) | |
Purchase Commitment | |||||||
Supply Commitment [Line Items] | |||||||
Purchase commitment non cancelable and cancelable | $ 64,000 | ||||||
Cornell University | Neuromuscular Blocking Agents License Agreement | |||||||
Supply Commitment [Line Items] | |||||||
Amount of royalty payments due or payable | 0 | ||||||
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] | |||||||
Cost, Maintenance | 70,000 | ||||||
Maximum | Executive Officer | |||||||
Supply Commitment [Line Items] | |||||||
Aggregate annual base salaries of employment agreement | $ 927,000 | ||||||
Maximum | Cornell University | Neuromuscular Blocking Agents License Agreement | |||||||
Supply Commitment [Line Items] | |||||||
Cost, Maintenance | $ 125,000 | ||||||
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 | |||||||
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 Second Milestone Payments | $ 1,200,000 | ||||||
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% | ||||||
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% | ||||||
Recro | Maximum | Alkermes Plc | Amendment to Purchase and Sale Agreement | Alkermes Transaction | Contingent Consideration, Fourth Component | |||||||
Supply Commitment [Line Items] | |||||||
Royalty payment percentage | 12% |
Capital Structure - Additional
Capital Structure - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||
May 01, 2023 | Dec. 06, 2022 | Dec. 02, 2022 | Dec. 01, 2022 | Sep. 01, 2022 | Aug. 24, 2022 | May 17, 2022 | Mar. 01, 2022 | Feb. 16, 2022 | Jan. 21, 2021 | Dec. 21, 2020 | Oct. 19, 2020 | May 29, 2020 | Nov. 21, 2019 | Jan. 31, 2023 | Oct. 03, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 29, 2022 | Sep. 19, 2022 | Feb. 28, 2022 | |
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 | $ 0.01 | ||||||||||||||||||||
Increase in fair value of warrants | $ 0 | $ (5,000) | |||||||||||||||||||||
Proceeds from public offering, net of transaction costs | $ (15,000) | $ 9,074,000 | |||||||||||||||||||||
Warrant to purchase of common stock | 2,469 | ||||||||||||||||||||||
Reverse stock split | 1-for-40 | 1-for-35 | |||||||||||||||||||||
Placement agents cash fee percentage | 6% | ||||||||||||||||||||||
Management fee percentage | 1% | ||||||||||||||||||||||
Exercise price of warrants | $ 1.4375 | $ 5.99375 | $ 26.25 | $ 60.75 | |||||||||||||||||||
Exercise of Warrants | 961,787 | ||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||||
Common stock, shares issued | 2,585,702 | 1,623,913 | |||||||||||||||||||||
Warrants expiration date | Apr. 26, 2028 | Dec. 02, 2027 | Aug. 29, 2027 | May 17, 2027 | |||||||||||||||||||
Underwriter cash fee | $ 3,916,000 | $ 5,044,000 | $ 1,720,000 | ||||||||||||||||||||
Management Fee Percentage | 1% | ||||||||||||||||||||||
Placement Agents Cash Fee Percentage | 6% | ||||||||||||||||||||||
Proceeds from issuance of warrants | $ 8,791,000 | $ 4,328,000 | |||||||||||||||||||||
Partially exercised additional warrants purchase | 2,847 | ||||||||||||||||||||||
Common Stock Exercisable Price Per Shares | 130 | ||||||||||||||||||||||
MAM Eagle Lender, LLC | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||||
Warrant to purchase of common stock | 376 | 785,026 | |||||||||||||||||||||
Common stock exercisable price per share | $ 6,426 | $ 1.8951 | |||||||||||||||||||||
May Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Common stock in public offering | 41,152 | ||||||||||||||||||||||
Common Stock at a combined offering price | $ 48.60 | ||||||||||||||||||||||
Exercise price of warrants | $ 43.60 | 23.924 | |||||||||||||||||||||
Preferred stock if converted to common stock | 41,152 | ||||||||||||||||||||||
January Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 7,358 | ||||||||||||||||||||||
Exercise price of warrants | $ 2,240 | $ 4.50 | |||||||||||||||||||||
Offering price of warrant | 175 | ||||||||||||||||||||||
September Series A-1 Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||||
Common stock in public offering | 188,872 | ||||||||||||||||||||||
Warrant to purchase of common stock | 188,872 | ||||||||||||||||||||||
Series B Pre-Funded Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 106,607 | ||||||||||||||||||||||
Common Stock at a combined offering price | $ 20.60 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.01 | ||||||||||||||||||||||
Common Stock Exercisable Price Per Shares | 0.40 | ||||||||||||||||||||||
Series A Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 15 | ||||||||||||||||||||||
Common Stock at a combined offering price | $ 1.15 | $ 4.795 | $ 21 | ||||||||||||||||||||
Exercise price of warrants | 1.15 | 4.50 | $ 21 | ||||||||||||||||||||
Series B Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 15 | ||||||||||||||||||||||
December Series A Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Exercise price of warrants | $ 1,652 | ||||||||||||||||||||||
March 2022 Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 87,719 | ||||||||||||||||||||||
Common stock in direct offering | 45,791 | ||||||||||||||||||||||
Pre-funded warrants to purchase of common stock | 41,929 | ||||||||||||||||||||||
Management fee percentage | 1% | ||||||||||||||||||||||
Warrants issued to purchase shares of common stock | 13,158 | ||||||||||||||||||||||
Offering price of warrant | $ 114 | ||||||||||||||||||||||
Public offering price for pre-funded warrant | $ 113,600 | ||||||||||||||||||||||
Management Fee Percentage | 1% | ||||||||||||||||||||||
Common Stock Exercisable Price Per Shares | 0.40 | ||||||||||||||||||||||
Underwriter a cash fee | 7% | ||||||||||||||||||||||
Series B Preferred Stock | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | ||||||||||||||||||||||
Preferred stock, shares issued | 20,003.745 | ||||||||||||||||||||||
Preferred Stock, Voting Rights | 1,000,000 | ||||||||||||||||||||||
Underwriter Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Exercise price of warrants | $ 142.50 | ||||||||||||||||||||||
Underwriter Warrant Purchase of Common Stock | 5,263 | ||||||||||||||||||||||
Placement Agent | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Exercise price of warrants | $ 2,800 | ||||||||||||||||||||||
Placement Agent | December Series A Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Percentage of cash fee on gross proceeds | 6% | ||||||||||||||||||||||
Percentage of management fee on gross proceeds | 1% | ||||||||||||||||||||||
Placement Agent | January Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 441 | ||||||||||||||||||||||
September 2022 Series A 2 Warrants Member | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 106,607 | ||||||||||||||||||||||
December 2022 Series A-3 Warrants Member | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||||
Common stock in public offering | 54,787 | ||||||||||||||||||||||
Warrant to purchase of common stock | 54,787 | ||||||||||||||||||||||
December 2022 Series A-4 Warrants [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 54,787 | ||||||||||||||||||||||
May 2023 Series A-5 Warrants [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||||
Common stock in public offering | 1,326,175 | ||||||||||||||||||||||
Warrant to purchase of common stock | 1,326,175 | ||||||||||||||||||||||
May 2023 Series A-6 Warrants [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 1,326,175 | ||||||||||||||||||||||
series C pre-funded warrants Member | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 988,000 | ||||||||||||||||||||||
Common Stock at a combined offering price | $ 4.785 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.01 | ||||||||||||||||||||||
Series D pre-funded warrants [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 2,152,087 | ||||||||||||||||||||||
Common Stock at a combined offering price | $ 1.14 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.01 | ||||||||||||||||||||||
Series A-3 Pre Funded Warrants Member | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 988,000 | ||||||||||||||||||||||
Series A-4 Pre Funded Warrants Member | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 988,000 | ||||||||||||||||||||||
Series A-5 Pre Funded Warrants [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 2,152,087 | ||||||||||||||||||||||
Series A-6 Pre Funded Warrants [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 2,152,087 | ||||||||||||||||||||||
Warrant Exchange Agreements | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Common stock, shares issued | 848 | ||||||||||||||||||||||
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 | $ 1.8951 | ||||||||||||||||||||||
Warrant Exchange Agreements | March Series B Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrants expiration date | Apr. 26, 2021 | ||||||||||||||||||||||
Warrant Exchange Agreements | Series A Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrants issued to purchase shares of common stock | 0.2 | ||||||||||||||||||||||
Warrant Amendment Agreements | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Increase in fair value of warrants | $ 1,151,000 | ||||||||||||||||||||||
Exercise of Warrants | 2,875 | ||||||||||||||||||||||
Proceeds from issuance of warrants | $ 69,000 | ||||||||||||||||||||||
Warrant Amendment Agreements | Series A Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 7,234 | ||||||||||||||||||||||
Exercise price of warrants | $ 1,680 | ||||||||||||||||||||||
Warrant Amendment Agreements | Existing Warrants | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 88,615 | ||||||||||||||||||||||
Common stock exercisable price per share | $ 23.92 | ||||||||||||||||||||||
Exercise price of warrants | $ 130 | ||||||||||||||||||||||
Warrant Amendment Agreements | Series A Warrants One | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 7,358 | ||||||||||||||||||||||
Exercise price of warrants | $ 2,240 | ||||||||||||||||||||||
Warrant Amendment Agreements | Series A Warrants Two | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 10,021 | ||||||||||||||||||||||
Exercise price of warrants | $ 1,260 | ||||||||||||||||||||||
Warrant Amendment Agreements | Series A Warrants Three | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 9,062 | ||||||||||||||||||||||
Exercise price of warrants | $ 448 | ||||||||||||||||||||||
December Warrant Amendment Agreement [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Increase in fair value of warrants | $ 746,000 | ||||||||||||||||||||||
Warrants expiration date | Dec. 06, 2027 | ||||||||||||||||||||||
December Warrant Amendment Agreement [Member] | December Warrants [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 7,234 | ||||||||||||||||||||||
Exercise price of warrants | $ 23.92 | ||||||||||||||||||||||
December Warrant Amendment Agreement [Member] | December Warrants One [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 7,358 | ||||||||||||||||||||||
Exercise price of warrants | $ 23.92 | ||||||||||||||||||||||
December Warrant Amendment Agreement [Member] | December Warrants Two [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 6,013 | ||||||||||||||||||||||
Exercise price of warrants | $ 23.92 | ||||||||||||||||||||||
December Warrant Amendment Agreement [Member] | December Warrants Three [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 5,143 | ||||||||||||||||||||||
Exercise price of warrants | $ 23.92 | ||||||||||||||||||||||
December Warrant Amendment Agreement [Member] | December Warrants Four [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 48,246 | ||||||||||||||||||||||
Exercise price of warrants | $ 23.92 | ||||||||||||||||||||||
December Warrant Amendment Agreement [Member] | December Series A One Warrants [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 14,404 | ||||||||||||||||||||||
Exercise price of warrants | $ 43.60 | ||||||||||||||||||||||
December Warrant Amendment Agreement [Member] | December Series A Two Warrants [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 142,858 | ||||||||||||||||||||||
Exercise price of warrants | $ 21 | ||||||||||||||||||||||
December Warrant Amendment Agreement [Member] | December Existing Warrants [Member] | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 142,858 | ||||||||||||||||||||||
Common stock exercisable price per share | $ 4.50 | ||||||||||||||||||||||
Exercise price of warrants | $ 21 | ||||||||||||||||||||||
Recro | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,712 | ||||||||||||||||||||||
Recro | Separation | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Right to receive common stock | 1 | ||||||||||||||||||||||
H.C. Wainwright & Co., LLC | |||||||||||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||||||||||
Placement agents cash fee percentage | 7% | 7% | 7% | 7% | |||||||||||||||||||
Management fee percentage | 1% | 1% | 1% | ||||||||||||||||||||
Warrants issued to purchase shares of common stock | 208,696 | 62,567 | 17,728 | ||||||||||||||||||||
Management Fee Percentage | 1% | 1% | 1% | ||||||||||||||||||||
Placement Agents Cash Fee Percentage | 7% | 7% | 7% | 7% |
Capital Structure - Schedule of
Capital Structure - Schedule of Warrants Outstanding to Purchase Shares Common Stock Liability (Details) - $ / shares | May 01, 2023 | Mar. 31, 2023 | Dec. 06, 2022 | Sep. 01, 2022 | May 17, 2022 | Jan. 21, 2021 |
Schedule Of Capitalization Equity [Line Items] | ||||||
Exercise price of warrants | $ 1.4375 | $ 5.99375 | $ 26.25 | $ 60.75 | ||
March Series A Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 15 | |||||
Exercise price of warrants | $ 1.8951 | |||||
Warrants expiration date | Mar. 26, 2025 | |||||
March 2022 Warrants [Member] | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 1,952 | |||||
Exercise price of warrants | $ 130 | |||||
Warrants expiration date | Mar. 01, 2027 | |||||
March 2022 Warrants, repriced [Member] | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 37,492 | |||||
Exercise price of warrants | $ 23.924 | |||||
Warrants expiration date | Mar. 01, 2027 | |||||
MAM Eagle Lender Warrant | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 376 | |||||
Exercise price of warrants | $ 6,426 | |||||
Warrants expiration date | May 29, 2027 | |||||
November Series A Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 7,234 | |||||
Exercise price of warrants | $ 4.50 | |||||
Warrants expiration date | Dec. 06, 2027 | |||||
November Placement Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 433 | |||||
Exercise price of warrants | $ 2,073.75 | |||||
Warrants expiration date | Nov. 24, 2025 | |||||
December Placement Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 441 | |||||
Exercise price of warrants | $ 2,038.75 | |||||
Warrants expiration date | Dec. 18, 2025 | |||||
January Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 7,358 | |||||
Exercise price of warrants | $ 4.50 | $ 2,240 | ||||
Warrants expiration date | Dec. 06, 2027 | |||||
January Placement Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 441 | |||||
Exercise price of warrants | $ 2,800 | |||||
Warrants expiration date | Jan. 21, 2026 | |||||
February Placements Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 471 | |||||
Exercise price of warrants | $ 2,800 | |||||
Warrants expiration date | Feb. 08, 2026 | |||||
May Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 4,008 | |||||
Exercise price of warrants | $ 23.924 | $ 43.60 | ||||
Warrants expiration date | Jun. 01, 2027 | |||||
May Warrants, repriced [Member] | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 6,013 | |||||
Exercise price of warrants | $ 4.50 | |||||
Warrants expiration date | Dec. 06, 2027 | |||||
May Placements Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 601 | |||||
Exercise price of warrants | $ 1,487.50 | |||||
Warrants expiration date | May 31, 2026 | |||||
December Series A Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 3,918 | |||||
Exercise price of warrants | $ 23.924 | |||||
Warrants expiration date | Jun. 27, 2027 | |||||
December 2021 Warrants repriced Member | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 5,143 | |||||
Exercise price of warrants | $ 4.50 | |||||
Warrants expiration date | Dec. 06, 2027 | |||||
December 2021 Placement Agent Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 724 | |||||
Exercise price of warrants | $ 448 | |||||
Warrants expiration date | Dec. 27, 2026 | |||||
March 2022A Warrants repriced Member | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 48,246 | |||||
Exercise price of warrants | $ 4.50 | |||||
Warrants expiration date | Dec. 06, 2027 | |||||
Underwriter Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 5,263 | |||||
Exercise price of warrants | $ 142.50 | |||||
Warrants expiration date | Feb. 24, 2027 | |||||
May 2022 Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 26,748 | |||||
Exercise price of warrants | $ 43.60 | |||||
Warrants expiration date | May 19, 2027 | |||||
May 2022 Warrants repriced Member | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 14,404 | |||||
Exercise price of warrants | $ 4.50 | |||||
Warrants expiration date | Dec. 06, 2027 | |||||
May 2022 Placement Agent Warrants | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 2,469 | |||||
Exercise price of warrants | $ 60.752 | |||||
Warrants expiration date | May 17, 2027 | |||||
August 2022 Series A-1 Warrants [Member] | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 152,612 | |||||
Exercise price of warrants | $ 21 | |||||
Warrants expiration date | Sep. 01, 2027 | |||||
August 2022 Series A-1 Warrants repriced Member | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 142,858 | |||||
Exercise price of warrants | $ 4.50 | |||||
Warrants expiration date | Dec. 06, 2027 | |||||
August 2022 Series A-2 Warrants [Member] | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 152,612 | |||||
Exercise price of warrants | $ 21 | |||||
Warrants expiration date | Oct. 02, 2023 | |||||
August 2022 Series A-2 Warrants repriced Member | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 142,858 | |||||
Exercise price of warrants | $ 4.50 | |||||
Warrants expiration date | Dec. 06, 2027 | |||||
August 2022 Placement Agent Warrants [Member] | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 17,728 | |||||
Exercise price of warrants | $ 26.25 | |||||
Warrants expiration date | Aug. 29, 2027 | |||||
December 2022 Series A-3 Warrants Member | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 1,042,787 | |||||
Exercise price of warrants | $ 4.50 | |||||
Warrants expiration date | Dec. 06, 2027 | |||||
December 2022 Series A-4 Warrants [Member] | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 62,567 | |||||
Exercise price of warrants | $ 5.99375 | |||||
Warrants expiration date | Dec. 02, 2027 | |||||
December 2022 Placement Agent Warrants Member | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Warrant to purchase of common stock | 785,026 | |||||
Exercise price of warrants | $ 1.89510 | |||||
Warrants expiration date | Mar. 29, 2033 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Nov. 11, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 191,000 | $ 491,000 | |
Aggregate intrinsic value of vested options | 0 | ||
Aggregate intrinsic value of unvested 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 | ||
Time-based RSUs Granted Outside Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Time-based RSU, granted | 3 | ||
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 | $ 705,000 | ||
Time Based Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Time-based RSU, granted | 12,519 | ||
Unrecognized compensation expense related to unvested options, weighted average period | 10 months 24 days | ||
Outside Two Thousand Nineteen Plan Stock Options Member | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period | 28 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 28 | ||
2019 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for grant | 31,581 | 2,142 | |
Percentage of outstanding common stock | 5% | ||
Shares available for future grants | 28,718 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares, beginning balance | 1,939 | |
Number of shares, Expired/forfeited/cancelled | (351) | |
Number of shares, ending balance | 1,588 | 1,939 |
Number of shares, Vested | 1,193 | |
Number of shares, Vested and expected to vest | 1,588 | |
Weighted average exercise price, beginning balance | $ 3,525.88 | |
Weighted average exercise price, Expired/forfeited/cancelled | 3,644.51 | |
Weighted average exercise price, ending balance | 3,499.66 | $ 3,525.88 |
Weighted average exercise price, Vested | 3,568.46 | |
Weighted average exercise price, Vested and expected to vest | $ 3,499.66 | |
Weighted average remaining contractual life | 7 years 8 months 12 days | 6 years 6 months |
Weighted average remaining contractual life, Vested | 7 years 9 months 18 days | |
Weighted average remaining contractual life, Vested and expected to vest | 7 years 8 months 12 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSUs Activity (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, beginning balance | 10,611 |
Number of shares, Granted | 0 |
Number of shares, Vested and settled | (6) |
Number of shares, Expired/forfeited/cancelled | (386) |
Number of shares, ending balance | 10,219 |
Number of shares, Expected to vest | 10,219 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 116.81 |
Weighted average grant date fair value, Granted | $ / shares | 0 |
Weighted average grant date fair value, vested and settled | $ / shares | 2,391.91 |
Weighted average grant date fair value, Expired/forfeited/cancelled | $ / shares | 1,318.71 |
Weighted average grant date fair value, ending balance | $ / shares | $ 70.08 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Percentage of company's matching contribution with respect to each participant's contribution | 100% | |
Company matching contributions to maximum employees eligible compensation | 5% | |
Total company contributions to 401 (k) plan | $ 31 | $ 117 |