Baudax Bio (BXRXQ) 10-Q 20 Nov 23 2023 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
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		43,593,082
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	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 363	$ 5,259
Prepaid expenses and other current assets	975	303
Current assets of discontinued operation	0	785
Total current assets	1,338	6,347
Property and equipment, net	3,671	9
Right-of-use asset	2,877	854
Intangible asset	3,900	0
Goodwill	8,797	2,127
Non-current assets of discontinued operation	0	695
Total assets	20,583	10,032
Current liabilities:
Accounts payable	7,822	3,198
Accrued expenses and other current liabilities	3,652	2,133
Current portion of long-term debt, net	4,228	5,600
Current portion of operating lease liability	341	231
Contingent consideration	83	0
Convertible bond payable	1,000	0
Derivative instrument	1,659	0
Other current liabilities	266	0
Current liabilities of discontinued operation	0	10,298
Total current liabilities	19,051	21,460
Long-term portion, net	0	1,519
Long-term operating lease liability	2,528	585
Deferred Tax Liability	202	0
Other long-term liabilities	0	13
Non-current liabilities of discontinued operation	0	10,697
Total liabilities	21,781	34,274
Commitments and contingencies (Note 12)
Shareholders' (deficit) equity:
Preferred stock, $0.01 par value. Authorized, 10,000,000 shares; shares issued and outstanding, 36,267 at September 30, 2023 and 0 December 31, 2022	0	0
Common stock, $0.01 par value. Authorized, 190,000,000 shares; issued and outstanding, 12,164,753 shares at September 30, 2023 and 1,623,913 shares at December 31, 2022	122	16
Additional paid-in capital	178,940	166,646
Accumulated deficit	(189,300)	(190,904)
Total shareholders' deficit	(10,238)	(24,242)
Total liabilities, non-voting convertible preferred stock and shareholders' deficit	20,583	10,032
Series X Non-Voting Convertible Preferred Stock [Member]
Mezzanine equity:
Series X non-voting convertible preferred stock, $0.01 par value, Authorized, 27,090 shares; issued and outstanding 20,066 shares at September 30, 2023	$ 9,040	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	May 17, 2022
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	36,267	0
Preferred stock, shares outstanding	36,267	0
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	12,164,753	1,623,913
Common stock, shares outstanding	12,164,753	1,623,913
Series X Non-Voting Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	27,090	27,090
Preferred stock, shares issued	20,066	20,066
Preferred stock, shares outstanding	20,066	20,066

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
Research and development	$ 1,901	$ 622	$ 6,597	$ 2,196
General and administrative	3,639	2,953	7,664	12,785
Change in fair value of warrants and derivatives	(3,587)	0	(717)	(7)
Change in contingent consideration valuation	(177)	0	(35)	0
Total operating expenses	1,776	3,575	13,509	14,974
Operating loss from continuing operations	(1,776)	(3,575)	(13,509)	(14,974)
Other expense:
Other expense, net	(115)	(512)	(3,069)	(1,652)
Net loss from continuing operations	(1,891)	(4,087)	(16,578)	(16,626)
Income (loss) on discontinued operation	(43)	(25,120)	18,673	(32,920)
Net income (loss)	$ (1,934)	$ (29,207)	$ 2,095	$ (49,546)
Per share information:
Net loss per share from continuing operations, basic	$ (0.29)	$ (13.81)	$ (3.36)	$ (86.53)
Net loss per share from continuing operations, diluted	(0.29)	(13.81)	(3.36)	(86.53)
Net income (loss) per share from discontinued operations, basic	(0.01)	(84.89)	3.69	(171.34)
Net income (loss) per share from discontinued operations, diluted	(0.01)	(84.89)	3.69	(171.34)
Net income (loss) per share, basic	(0.3)	(98.7)	0.33	(257.87)
Net income (loss) per share, diluted	$ (0.3)	$ (98.7)	$ 0.33	$ (257.87)
Weighted average common shares outstanding, basic	7,993,522	295,903	5,065,759	192,135
Weighted average common shares outstanding, diluted	7,993,522	295,903	5,065,759	192,135

Consolidated Statements of Shar

Consolidated Statements of Shareholders' (Deficit) Equity (Unaudited) - USD ($) $ in Thousands	Total	Registered Direct Offerings	Public Offerings	Equity Line Of Credit	Preferred Stock	Common Stock	Common Stock Registered Direct Offerings	Common Stock Public Offerings	Common Stock Equity Line Of Credit	Additional Paid in Capital	Additional Paid in Capital Registered Direct Offerings	Additional Paid in Capital Public Offerings	Additional Paid in Capital Equity Line Of Credit	Accumulated Deficit	Series X Convertible Preferred Stock [Member]	Series X Convertible Preferred Stock [Member] TeraImmune [Member]
Balance at Dec. 31, 2021	$ 13,226				$ 0	$ 1				$ 145,314				$ (132,089)
Balance, Shares at Dec. 31, 2021					8,289	70,181
Stock-based compensation expense	521									521
Issuance of common stock		$ (13)	$ 8,818					$ 1			$ (13)	$ 8,817
Stock Issued During Period, Shares, New Issues								87,719
Issuance of preferred stock		(13)	8,818					$ 1			(13)	8,817
Issuance of preferred stock upon acquisition of Teralmmune								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 income (loss)	(12,809)													(12,809)
Balance at Mar. 31, 2022	9,743				$ 0	$ 2				154,639				(144,898)
Balance, Shares at Mar. 31, 2022					0	160,324
Balance at Dec. 31, 2021	13,226				$ 0	$ 1				145,314				(132,089)
Balance, Shares at Dec. 31, 2021					8,289	70,181
Net income (loss)	(49,546)
Balance at Sep. 30, 2022	(24,171)				$ 0	$ 2				157,483				(181,656)
Balance, Shares at Sep. 30, 2022					20,004	206,010
Balance at Mar. 31, 2022	9,743				$ 0	$ 2				154,639				(144,898)
Balance, Shares at Mar. 31, 2022					0	160,324
Stock-based compensation expense	325									325
Issuance of common stock		1,720	(28)								1,720	(28)
Stock Issued During Period, Shares, New Issues							41,152
Issuance of preferred stock		1,720	(28)								1,720	(28)
Issuance of preferred stock upon acquisition of Teralmmune							41,152
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes, Shares						245
Net income (loss)	(7,531)													(7,531)
Balance at Jun. 30, 2022	4,229				$ 0	$ 2				156,656				(152,429)
Balance, Shares at Jun. 30, 2022					0	201,721
Stock-based compensation expense	874									874
Issuance of common stock		(38)									(38)
Issuance of preferred stock		(38)									(38)
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes	(29)									(29)
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes, Shares						4,289
Stock Dividend shares					20,004
Stock dividend										20				(20)
Net income (loss)	(29,207)													(29,207)
Balance at Sep. 30, 2022	(24,171)				$ 0	$ 2				157,483				(181,656)
Balance, Shares at Sep. 30, 2022					20,004	206,010
Balance at Dec. 31, 2022	(24,242)				$ 0	$ 16				166,646				(190,904)	$ 0
Balance, Shares at Dec. 31, 2022					0	1,623,913									0
Stock-based compensation expense	194									194
Issuance of common stock			(55)									(55)
Issuance of preferred stock			(55)									(55)
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes, Shares						2
Exercise of warrants	4,328					$ 10				4,318
Exercise of warrants, Shares						961,787
Issuance of warrants for MAM debt amendment	1,058									1,058
Net income (loss)	11,404													11,404
Balance at Mar. 31, 2023	(7,313)				$ 0	$ 26				172,161				(179,500)	$ 0
Balance, Shares at Mar. 31, 2023					0	2,585,702									0
Balance at Dec. 31, 2022	(24,242)				$ 0	$ 16				166,646				(190,904)	$ 0
Balance, Shares at Dec. 31, 2022					0	1,623,913									0
Net income (loss)	2,095
Balance at Sep. 30, 2023	(10,238)				$ 0	$ 122				178,940				(189,300)	$ 9,040
Balance, Shares at Sep. 30, 2023					36,267	12,164,753									20,066
Balance at Mar. 31, 2023	(7,313)				$ 0	$ 26				172,161				(179,500)	$ 0
Balance, Shares at Mar. 31, 2023					0	2,585,702									0
Stock-based compensation expense	208									208
Issuance of common stock	544		3,257			$ 9		$ 35		535		3,222				$ 9,040
Stock Issued During Period, Shares, New Issues						897,903		3,478,262								20,066
Issuance of preferred stock	544		$ 3,257			$ 9		$ 35		535		$ 3,222				$ 9,040
Issuance of preferred stock upon acquisition of Teralmmune						897,903		3,478,262								20,066
Net income (loss)	(7,375)													(7,375)
Balance at Jun. 30, 2023	(10,679)				$ 0	$ 70				176,126				(186,875)	$ 9,040
Balance, Shares at Jun. 30, 2023					0	6,961,867									20,066
Stock-based compensation expense	253									253
Issuance of common stock		1,611		$ 511			$ 34		$ 18		1,577		$ 493
Stock Issued During Period, Shares, New Issues							3,401,787		1,794,170
Issuance of preferred stock		$ 1,611		$ 511			$ 34		$ 18		$ 1,577		$ 493
Issuance of preferred stock upon acquisition of Teralmmune							3,401,787		1,794,170
Issuance of shares pursuant to vesting of restricted stock units, net of shares withheld for income taxes, Shares						6,929
Stock Dividend shares					36,267
Stock dividend										36				(36)
Net income (loss)	(1,934)													(1,934)
Balance at Sep. 30, 2023	$ (10,238)				$ 0	$ 122				$ 178,940				$ (189,300)	$ 9,040
Balance, Shares at Sep. 30, 2023					36,267	12,164,753									20,066

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 2,095	$ (49,546)
(Income) loss on discontinued operation	(18,673)	32,920
Adjustments to reconcile net income (loss) from continuing operations to net cash used in operating activities from continuing operations:
Stock-based compensation	642	1,062
Non-cash interest expense	297	652
Depreciation expense	135	38
Non-cash loss on retirement of fixed assets	5	(86)
Loss on extinguishment of debt	2,196	0
Change in fair value of warrants and derivatives	(717)	(7)
Right-of-use asset	111	0
Change in contingent consideration valuation	(35)	0
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(404)	923
Accounts payable, accrued expenses and other liabilities	4,750	947
Operating lease liability	(82)	0
Net cash used in operating activities, continuing operations	(9,680)	(13,097)
Cash flows from investing activities:
Cash acquired in acquisition of TeraImmune	142	0
Purchase of property and equipment	(21)	0
Net Cash provided by investing activities, continuing operations	121	0
Cash flows from financing activities:
Payment of deferred financing costs	(291)	0
Proceeds from sale or issuance of shares	3,494	14,270
Proceeds from registered direct offerings, net of transaction costs	1,712	1,762
Payments on long-term debt	(4,050)	(1,112)
Proceeds from warrant exercises	4,328	69
Proceeds from equity line of credit, net of transaction costs	313	0
Payments of withholdings on shares withheld for income taxes	0	(3)
Net cash provided by financing activities, continuing operations	5,506	14,986
Net (decrease) increase in cash and cash equivalents from continuing operations	(4,053)	1,889
Discontinued operation:
Cash flows used in operating activities	(843)	(10,913)
Cash flows used in investing activities	0	(20)
Cash flows used in financing activities	0	(1,200)
Net decrease in cash and cash equivalents from discontinued operations	(843)	(12,133)
Cash and cash equivalents, beginning of period	5,259	15,891
Cash and cash equivalents, end of period	363	5,647
Supplemental disclosure of cash flow information:
Deferred Financing Costs Included In Accounts Payable	168	0
Acquisition of TeraImmune through issuance of Series X convertible preferred stock and common stock, net of cash acquired	9,584	0
Offering costs included in accounts payable and accrued expenses	$ 1,053	$ 213

Background

Background	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Background	(1) Background Business Baudax Bio, Inc. (“Baudax Bio” or the “Company”) is a biotechnology company focused on developing T cell receptor (“TCR”) therapies utilizing human regulatory T cells (“Tregs”), as well as a portfolio of clinical stage Neuromuscular Blocking Agents (“NMBs”) and an associated reversal agent. The Company’s TCR Treg programs primarily focus on immune modulating therapies for orphan diseases or complications associated with such diseases, as well as the treatment of autoimmune disorders. The Company believes that its TCR Treg programs have the potential to provide valuable therapeutic options to patients suffering from diseases for which there are limited treatment options and significant unmet need, as well as to prescribers and payers in these markets. On June 29, 2023, the Company acquired TeraImmune, Inc. (“TeraImmune”), a Delaware corporation (the “Acquisition”). TeraImmune was a privately-held biotechnology company focused on discovery and development of novel Treg-based cell therapies for autoimmune diseases. TeraImmune’s proprietary and patented technology platforms include a method for expansion of the Treg without losing its function and stability, as well as a method to target specific receptors including TCRs, Chimeric Antigen Receptors (“CARs”) and B cell Antigen Receptors (“BARs”). TeraImmune has also in-licensed through an exclusive, sublicensable, royalty-bearing license, a patent family covering methods of producing T cell populations enriched for regulatory T cells and cell culture compositions from U.S. Department of Health and Human Services, as represented by National Institute of Allergy and Infectious Diseases of the National Institutes of Health. In addition, TeraImmune has developed Treg manufacturing procedures in accordance with regulatory guidance from the U.S. Food and Drug Administration (“FDA”). In June 2022, TeraImmune’s Investigational New Drug (“IND”) application to commence clinical trials of a Factor VIII (“FVIII”) TCR-Treg treatment for Hemophilia A with inhibitors was cleared by the FDA. For additional information on the Acquisition, see Note 5. The Company also 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 successful 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. The Company discontinued commercial sales of ANJESO in December 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 predominantly for orphan and rare diseases. 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 Activity Risks, Liq

Development Activity Risks, Liquidity and Going Concern	9 Months Ended
	Sep. 30, 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 an accumulated deficit of $ 189,300 , as of September 30, 2023. Additionally, TeraImmune failed to pay its Convertible Bond Agreement, dated March 22, 2022, with EoFlow Co., Ltd. (the ‘‘ 5 % Convertible Term Loan’’), on the stated maturity date of November 30, 2022 . The Company is offering conversion of the notes with an outstanding balance, including accrued interest, of $ 1,239 at September 30, 2023 , into shares of the Company's common stock or by providing the noteholders with a repayment plan. This debt was part of the liabilities assumed by the Company in connection with the acquisition of TeraImmune (see Notes 5 and 11). 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's management assesses 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 September 30, 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	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Principles	(3) Summary of Significant Accounting Principles (a) Basis of Presentatio n and Principles of Consolidation 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 unaudited 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. The Consolidated Balance Sheet as of December 31, 2022 has been derived from audited financial statements. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023. The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. 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 unaudited consolidated financial statements and the notes to the unaudited consolidated 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 represent 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; three years for computer and software; three to seven 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) Business Combinations In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”), Topic 805, “Business Combinations,” (“ASC 805”), the Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Valuations are performed to assist in determining the fair values of assets acquired and liabilities assumed, which requires management to make significant estimates and assumptions, in particular with respect to intangible assets. Management makes estimates of fair value based upon assumptions believed to be reasonable. These estimates are based in part on historical experience and information obtained from management of the acquired companies and expectations of future cash flows. Transaction costs associated with the transaction are expensed as incurred. In-process research and development (“IPR&D”) is the value assigned to those projects for which the related products have not received regulatory approval and have no alternative future use. Determining the portion of the purchase price allocated to IPR&D requires the Company to make significant estimates. In a business combination, the Company capitalizes IPR&D as an intangible asset. (f) Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired by the Company. Goodwill is not amortized but assessed for impairment on an annual basis or more frequently if impairment indicators exist. The impairment model prescribes a one-step method for determining impairment. The one-step quantitative test calculates the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company has one reporting unit. The Company’s intangible asset was acquired through the Acquisition and is classified as an IPR&D asset. Intangible assets related to IPR&D are considered indefinite-lived intangible assets and are assessed for impairment annually or more frequently if impairment indicators exist. If the associated research and development effort is abandoned, the related assets will be written-off, and the Company will record a noncash impairment loss on its Consolidated Statements of Operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. The impairment test for indefinite-lived intangible assets is a one-step test that compares the fair value of the intangible asset to its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. The Company performs its annual goodwill and indefinite-lived intangible asset impairment tests as of November 30 th , or whenever an event or change in circumstances occurs that would require reassessment of the recoverability of those assets. 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 a goodwill impairment test as of September 30, 2023 after identifying indicators of impairment. There was no impairment to goodwill based on the Company's analysis as of September 30, 2023. (g) 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. (h) Research and Development Research and development costs for the Company’s proprietary products candidates are charged to expense as incurred. Research and development expenses consist of internal costs and funds incurred internally or 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 . (i) Stock-Based Awards Share-based compensation included in the unaudited consolidated financial statements is based upon the Baudax Bio, Inc. 2019 Equity Incentive Plan (the “Baudax Bio 2019 Plan”) and the TeraImmune 2019 Equity Incentive Plan (the “TeraImmune 2019 Plan”). These plans include 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. (j) Redeemable Preferred Stock The Company applies ASC 480 when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares, including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, and consisting of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") are classified as temporary equity as of September 30, 2023. At all other times, preferred shares are classified as stockholders’ equity. (k) Equity-method Investment The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income or loss of these investees is included in the Company's statements of operations. Judgment regarding the level of influence over each equity method investment includes considering key factors such as the Company’s ownership interest, legal form of the investee, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions. The Company’s equity-method investment includes its investment in TeraImmune Therapeutics, Co., Ltd., ("TIT"). The carrying value of the Company’s investment in TIT is recorded in equity method investments in the consolidated balance sheet and is immaterial as of September 30, 2023 . (l) 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. Under the Tax Reform Act of 1986, as amended (the “Act”), the utilization of a corporation’s net operating loss is limited following a greater than 50% change in ownership during a three-year period. Any unused annual limitation may be carried forward to future years for the balance of the carryforward period. The Company is evaluating whether the Acquisition triggered an ownership change under these rules. (m) 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 X Preferred Stock. Although the shares of the Series X Preferred Stock are participating securities, such securities do not participate in net losses and therefore do not impact the Company’s net loss from continuing operations per share calculation as of September 30, 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. The Company uses income from continuing operations as the control number in determining whether potential common shares are dilutive or antidilutive. The same number of potential common shares used in computing the diluted per-share amount for income from continuing operations is used in computing all other reported diluted per-share amounts even if those amounts will be antidilutive to their respective basic per-share amounts. Outstanding warrants, common stock options, unvested restricted stock units and convertible redeemable preferred shares 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and Diluted Income (Loss) Per Share Net loss from continuing operations $ ( 1,891 ) $ ( 4,087 ) $ ( 16,577 ) $ ( 16,626 ) Deemed dividend $ (455 ) $ — $ (455 ) $ — Net loss attributable from continuing operations to common shareholders $ (2,346 ) $ (4,087 ) $ (17,032 ) $ (16,626 ) Net income (loss) from discontinued operation $ ( 43 ) $ ( 25,120 ) $ 18,673 $ ( 32,920 ) Net income (loss) attributable to common shareholders $ ( 2,389 ) $ ( 29,207 ) $ 1,641 $ ( 49,546 ) Net loss per share from continuing operations $ ( 0.29 ) $ ( 13.81 ) $ ( 3.36 ) $ ( 86.53 ) Net income (loss) per share from discontinued operation $ ( 0.01 ) $ ( 84.89 ) $ 3.69 $ ( 171.34 ) Net income (loss) per share of common stock, basic $ ( 0.30 ) $ ( 98.70 ) $ 0.33 $ ( 257.87 ) Weighted average common shares outstanding, basic 7,993,522 295,903 5,065,759 192,135 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Options and restricted stock units outstanding 977,491 606,652 977,491 606,652 Warrants 13,239,805 31,298,007 13,239,805 31,298,007 Series X Preferred Stock 20,066,208 — 20,066,208 — Amounts in the table above reflect the common stock equivalents of the noted instruments . (n) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and rules are issued by the SEC that the Company has or will adopt as of a specified date. Unless otherwise noted, management does not believe that any other recently issued accounting pronouncements issued by the FASB or guidance issued by the SEC had, or is expected to have a material impact on the Company’s present or future consolidated financials. Recently Adopted Accounting Pronouncements 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	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	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. There were no assets or liabilities of discontinued operations as of September 30, 2023 . The following table shows amounts included in assets and liabilities of discontinued operations, respectively, on the Company’s Consolidated Balance Sheet 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 and nine months ended September 30, 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue, net $ — $ 238 $ 16 $ 959 Operating expenses: Cost of sales 43 1,208 552 2,217 Research and development — 23 — 654 Selling, general and administrative — 855 — 9,242 Amortization of intangible assets — 644 — 1,932 Change in contingent consideration valuation — 1,222 ( 19,900 ) ( 1,254 ) Loss on impairment of property and equipment — 3,663 485 3,662 Impairment of Intangible Asset — 17,746 17,746 Total operating expenses 43 25,361 ( 18,863 ) 34,199 Operating gain (loss) from discontinued operation ( 43 ) ( 25,123 ) 18,879 ( 33,240 ) Other expense: Other expense, net — 3 ( 206 ) 320 Net income (loss) from discontinued operation $ ( 43 ) $ ( 25,120 ) $ 18,673 $ ( 32,920 ) 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 . 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. 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. In connection with the Transfer Agreement, the Company was relieved of its milestone payments previously owed to Alkermes in connection with the transaction and in the first quarter of 2023 reversed its contingent consideration balance, which was $ 19,900 . 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 .

Business Acquisition

Business Acquisition	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Business Acquisition	(5) Business Acquisition On June 29, 2023 ("Effective Date"), the Company acquired TeraImmune, Inc. , in accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, at the closing of the Acquisition the Company issued to the common stockholders of TeraImmune (the “Target Stockholders”) an aggregate of 1,212,185 shares of common stock of Baudax Bio and 27,089.719 shares of Series X Preferred Stock, each share of which is convertible into 1,000 shares of common stock (subject to certain conditions as described below), of which 314,282 of common stock and 7,024 of preferred stock are classified as escrow shares at Closing. Under the terms of the Merger Agreement, all options to purchase or acquire shares of TeraImmune held by continuing employees (as defined in the Merger Agreement) were assumed by the Company and converted into options to purchase shares of common stock and Series X Preferred Stock on the same terms and conditions as applied to such options and restricted stock awards immediately prior to the Acquisition. Following the closing of the Acquisition, the Company had 6,961,867 shares of common stock issued and outstanding. Pursuant to the Merger Agreement, the Company held a special meeting of shareholders (the “Special Meeting”) to submit (i) the approval of the conversion of the Series X Preferred Stock into shares of common stock in accordance with Nasdaq Listing Rule 5635(a) and (ii) the approval to effect a reverse stock split of all of the Company’s issued and outstanding shares of common stock, among other matters, to its shareholders for their consideration. The special meeting was held on October 12, 2023 and shareholders approved both the conversion of the Series X Preferred Stock into shares of common stock in accordance with Nasdaq Listing Rule 5635(a) and the reverse stock split of all of the Company’s issued and outstanding shares of common stock, among other matters. The Company incurred transaction costs of $ 575 for the three and nine months ended September 30, 2023, which are included in the Company’s condensed consolidated statement of operations. The transaction was accounted for under the acquisition method of accounting with Baudax Bio as the acquirer under the guidance of ASC 810-10, " Consolidation ". Under the acquisition method, the total purchase price of the acquisition is allocated to the net identifiable tangible and intangible assets acquired and liabilities assumed based on the fair values as of the date of such acquisition. The preliminary fair value of the consideration totaled approximately $ 9,702 , summarized as follows: Amount Common stock issued to TeraImmune’s stockholders $ 476 Series X Convertible Preferred Stock issued to TeraImmune stockholders 9,040 Contingent consideration 118 Stock options and restricted stock allocated to total consideration paid 68 Total consideration paid $ 9,702 The Series X Preferred Shares are measured at fair value by taking the common stock equivalents at the Company's closing stock price on the Effective Date and discounting the value by 15 % for a lack of marketability. The Company recorded the assets acquired and liabilities assumed as of the date of the Acquisition based on the information available at that date. The following table presents the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the Acquisition date: Assets acquired: As Initially Reported Measurement Period Adjustments As Adjusted Cash and cash equivalents $ 142 $ — $ 142 Prepaid expenses and other current assets 52 — 52 Property and equipment, net 3,781 — 3,781 Goodwill 7,109 ( 439 ) 6,670 In-process research and development assets 3,500 400 3,900 Operating lease right-of-use assets 2,135 — 2,135 Total assets $ 16,719 $ ( 39 ) $ 16,680 Liabilities assumed: Accounts payable $ 515 $ ( 39 ) $ 476 Accrued expenses and other current liabilities 789 — 789 Convertible bond payable 1,000 — 1,000 Deferred tax liability 202 — 202 Operating lease liabilities 2,135 — 2,135 Derivative instrument 2,376 — 2,376 Total liabilities assumed $ 7,017 $ ( 39 ) $ 6,978 Net assets acquired $ 9,702 $ — $ 9,702 The above allocation of the purchase price is based upon certain preliminary valuations and other analyses that have not been completed as of the date of this filing. Any changes in the estimated fair values of the net assets recorded for this business combination upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction will change the allocation of the purchase price. As such, the purchase price allocations for the acquisition are preliminary estimates, which are subject to change within the measurement period. The Company determined the estimated fair values for the IPR&D assets as of the Acquisition Date using the income approach. This is a valuation technique that provides an estimate of fair value of the asset, based on the market participant's expectations of the cash flows that the asset are forecasted to generate. The cash flows were discounted at a rate commensurate with the level of risk associated with its projected cash flows. The Company believes the assumptions are representative of those a market participant would use in estimating fair value. The fair value of IPR&D was capitalized as of the Acquisition date and accounted for as indefinite-lived intangible assets until completion or disposition of the assets or abandonment of the associated research and development efforts. Upon successful completion of the development efforts, the useful lives of the IPR&D assets will be determined based on the anticipated period of regulatory exclusivity and will be amortized within operating expenses. Until that time, the IPR&D assets will be subject to impairment testing and will not be amortized. The goodwill recorded related to the Acquisition is the excess of the fair value of the consideration transferred by the acquirer over the fair value of the net identifiable assets acquired and liabilities assumed at the date of such acquisition. The goodwill recorded is not deductible for tax purposes. The Convertible bond payable with an outstanding balance and accrued interest of $ 1,239 (see note 11) and the shares held by an investor in TIT were not converted into Baudax Bio shares upon the closing of the Merger (collectively “Unconverted Securities”). The Unconverted Shares are convertible into the Escrow Shares of 314,282 common shares and 7,024 preferred shares and are not included in issued and outstanding shares. Based on the Merger Agreement, if the Escrow Shares remain undistributed twelve months from the Closing Date (“Escrow End Date”), these Escrow Shares will be distributed on a pro rata basis to the holders of TeraImmune common stock as of immediately prior to the Merger. The Company accounts for the Escrows Shares and the potential distribution to the TeraImmune common stockholders as contingent consideration. The contingent consideration is liability classified at the time of acquisition and again as of September 30, 2023, as the underlying securities to be issued are substantially comprised of the Company’s Series X Preferred Stock. Contingent consideration is recorded at its estimated fair value at each reporting period using a probability weighted method using management’s estimates, level 3 observable inputs, and the likelihood of 3 % and 5 % for the TIT investor and bondholder, respectively, that the Escrow Shares will not be issued to the holders of the Unconverted Securities on or prior to the Escrow End Date. Changes in fair value of contingent consideration are recorded within the accompanying consolidated statements of operations. The derivative instrument represents the obligation of the Company to issue shares of its Series X Preferred Stock and common stock, at the option of the investor in TIT. The derivative liability is recorded at its estimated fair value at each reporting period using a probability weighted method using management’s estimates and are level 3 observable inputs. Changes in fair value of derivative liability are recorded within the accompanying consolidated statements of operations. Pro Forma Financial Information The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Acquisition had taken place on January 1, 2023. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date: Nine Months Ended September 30, 2023 Operating expenses $ 15,146 Loss from operations ( 15,146 ) Net loss from continuing operations ( 18,082 ) Net income 592 Nonrecurring pro forma transaction costs directly attributable to the Acquisition were $ 575 for the three and nine months ended September 30, 2023 and have been deducted from the net loss presented above.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	(6) Fair Value of Financial Instruments The Company follows a three-level fair value hierarchy 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 September 30, 2023: Assets: Cash equivalents (See Note 7) Money market mutual funds $ 53 $ — $ — Total cash equivalents $ 53 $ — $ — Liabilities: Derivative liability $ — $ — $ 1,659 Contingent consideration (See Note 5) — — 83 $ — $ — $ 1,742 At December 31, 2022: Assets: Cash equivalents (See Note 7) Money market mutual funds $ 2,241 $ — $ — Total cash equivalents $ 2,241 $ — $ — As of September 30, 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 September 30, 2023 due to the fact that the debt arrangements reflect market terms from recent transactions. The reconciliation of liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: Contingent Balance at December 31, 2022 $ — Acquisition of contingent consideration and derivative liability 2,494 Remeasurement ( 752 ) Total at September 30, 2023 $ 1,742 Current portion as of September 30, 2023 $ 1,742 Long-term portion as of September 30, 2023 — See Note 5 for discussion on contingent consideration.

Cash Equivalents

Cash Equivalents	9 Months Ended
	Sep. 30, 2023
Cash and Cash Equivalents [Abstract]
Cash Equivalents	(7) Cash Equivalents The following is a summary of cash equivalents: September 30, 2023 Amortized Gross Unrealized Estimated Description Cost Gain Loss Fair Value Money market mutual funds $ 53 $ — $ — $ 53 Total cash equivalents $ 53 $ — $ — $ 53 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 September 30, 2023 and December 31, 2022 , the Company’s cash equivalents had maturities of one month .

Property, Plant and Equipment

Property, Plant and Equipment	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	(8) Property, Plant and Equipment Property, plant and equipment consists of the following: September 30, 2023 December 31, 2022 Building and improvements $ 3,366 $ 166 Furniture, office and computer equipment 292 306 Manufacturing and laboratory equipment 532 — 4,190 472 Less: accumulated depreciation and amortization 519 463 Property and equipment, net $ 3,671 $ 9 Depreciation and amortization expense for the three and nine months ended September 30, 2023 was $ 131 and $ 135 , respectively. Depreciation expense for the three and nine months ended September 30, 2022 was $ 9 and $ 38 , respectively.

Leases

Leases	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Leases	(9) Leases The Company is a party to various operating leases in (i) Malvern, Pennsylvania, (ii) Dublin, Ireland and (iii) Germantown, Maryland for office and lab space and office equipment. The Company determines if an arrangement is a lease at inception or upon acquisition of previous arrangements through a merger. 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. All leased facilities recorded on the unaudited consolidated balance sheet are classified as operating leases with remaining lease terms between 4 and 8 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 September 30, 2023, undiscounted future lease payments for non-cancellable operating leases are as follows: Lease payments Remainder of 2023 $ 168 2024 690 2025 702 2026 724 2027 745 2028 and thereafter 1,897 Total lease payments 4,926 Less imputed interest ( 2,057 ) Total operating lease liability $ 2,869 As of September 30, 2023, the weighted average remaining lease term was 7 years and the weighted average discount rate was 17 % . The components of the Company’s lease cost were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 171 $ 70 $ 311 $ 215 Short-term lease cost - 33 36 106 Total lease cost $ 171 $ 103 $ 347 $ 321 Cash paid for amounts included in the measurement of lease liabilities, which is included in operating cash flows, was $ 431 and $ 254 for the nine months ended September 30, 2023 and 2022 , respectively.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	(10) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: September 30, December 31, 2023 2022 Payroll and related costs $ 1,016 $ 656 Professional and consulting fees 1,562 789 Other research and development costs 636 593 Interest payable 314 94 Other 124 1 $ 3,652 $ 2,133

Debt

Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	(11) Debt Credit Agreement The following table summarizes the components of the carrying value of the Company's credit agreement: September 30, December 31, 2023 2022 Credit Agreement $ 10,000 $ 10,000 Payment of principal ( 6,294 ) ( 2,244 ) Unamortized deferred issuance costs — ( 828 ) Accrued amendment fee 284 — Exit fee accretion 238 191 Total debt $ 4,228 $ 7,119 Current portion $ 4,228 $ 5,600 Long-term portion, net — 1,519 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 13(c) for additional information. The warrant is exercisable through May 29, 2027 . The Company recorded debt issuance costs for the Credit Agreement of $ 1,496 plus the fair value of warrants of $ 1,423 , which were being amortized using the effective interest method over the term of Credit Agreement prior to the Fifth Amendment, as defined 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 the Fifth Amendment of $ 263 for both the three and nine months ended September 30, 2023. The Company recorded debt issuance cost amortization related to the Credit Agreement of $ 209 and $ 421 for the three and nine months ended September 30, 2022, respectively. On August 1, 2022, the Company entered into Amendment No. 1 and Waiver to Credit Agreement, (the "First Amendment"), with MAM Eagle Lender. Pursuant to the terms of the First 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 the Company's failure to comply with the Minimum Liquidity Covenant. In addition, the First Amendment, among other items, (i) provided 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, (the "Second Amendment"), with MAM Eagle Lender. Pursuant to the terms of the Second Amendment, the Credit Agreement was 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 Second Amendment decreased 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 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 Second 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 (the "Third Amendment"). Pursuant to the terms of the Third Amendment, the Third Amendment decreased 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 (the "Fourth Amendment"). Pursuant to the terms of the Fourth Amendment, the Credit Agreement was amended such that the Company agreed to 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 Fourth Amendment decreased 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, (the "Fifth Amendment") 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 Covenant to require that the Company maintains $ 2,500 of liquidity at all times. In connection with Fifth Amendment, 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. In connection with the Acquisition, the Company entered into a Forbearance Agreement, dated as of June 29, 2023, by and among the Company, the Lenders and the Agent, solely in its capacity as administrative and collateral agent for the Lenders (the "Forbearance Agreement"), pursuant to which the Lenders agreed to forbear their rights to exercise any rights and remedies with respect to any default under the Credit Agreement, resulting from the Acquisition, for a period of up to 30 days following the closing of the Acquisition. On July 30, 2023, the parties entered into Amendment No. 1 to the Forbearance Agreement and Amendment No. 6 to Credit Agreement, whereby such deadline was extended until October 31, 2023. On October 31, 2023, the parties entered into Amendment No. 2 to the Forbearance Agreement and Amendment No. 8 to Credit Agreement to extend such deadline until March 31, 2024. On August 31, 2023, the Company entered into Amendment No. 7 to Credit Agreement with MAM Eagle Lender, (the "Seventh Amendment". Pursuant to the Seventh Amendment, the Lenders agreed to, among other things, defer certain loan amortization payments and waive the Minimum Liquidity Covenant until December 31, 2023. As a result of Fifth Amendment, 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 Fifth Amendment as a debt extinguishment and not a debt modification. The Company recorded a loss on debt extinguishment of $ 2,196 in the first quarter of 2023, which represents the difference between the net carrying value of the existing debt and the reacquisition cost of the amended terms of the Credit Agreement and is attributable to unamortized debt issuance costs, the fair value of the warrants issued in connection with the Fifth Amendment and the Fifth Amendment fee. Based on the terms of the amended agreement, as of September 30, 2023, the effective interest rate was 19.30 % , 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. Bond Payable On March 22, 2022, TeraImmune entered into the 5 % Convertible Term Loan pursuant to which it borrowed an aggregate of $ 1,000 and accrued interest at a rate of 5 % per annum during the period from April 8, 2022 to the maturity date of November 30, 2022 , at which date the principal and accrued interest was to be paid in a lump sum. TeraImmune failed to repay the loan on the maturity date and, as a result, the note became subject to a default interest penalty of 20 % on the defaulted balance as of November 30, 2022. The bond is convertible into 83,128 shares of common stock and 1,858 Series X Preferred Shares of the Company. Accrued interest of $ 239 as of September 30, 2023 is included in the Accrued expenses and other current liabilities line on the balance sheet. See additional discussion in Note 5. Employee Promissory Notes In October 2022, TeraImmune entered into promissory note agreements for accrued salaries with its employees (the “Employee Promissory notes”). The Employee Promissory notes deferred the payment of salaries of all TeraImmune employees and management by between 20-50% until such time as defined in the note agreements. The Employee Promissory notes provide that if TeraImmune is unable to repay these notes by December 31, 2022, 5 % simple interest would be paid along with the accrued amounts of deferred compensation. As of September 30, 2023 , the Employee Promissory notes totaled $ 241 and is included in the Accrued expenses and other current liabilities line on the balance sheet.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	(12) Commitments and Contingencies (a) Licenses and Supply Agreements NMB License 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 September 30, 2023 , no such milestones have been achieved. HA FVIII TCR Agreement On August 5, 2019, TeraImmune entered into an exclusive worldwide license agreement (the “HA FVIII TCR Agreement”) with the Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. (“HJF”) for certain technologies used to create FVIII specific TCR or BAR expressing Tregs for human uses. Pursuant to the FVIII TCR Agreement, TeraImmune has a license royalty fee and annual royalties of $ 50 due to HJF annually. BML Agreement On August 26, 2019, TeraImmune entered into the non-exclusive Biological Materials License Agreement (“BML Agreement”) with the National Cancer Institute (“NCI”), a part of National Institute for Health (“NIH”), which is part of the U.S. Government Department of Health and Human Services. This agreement allows TeraImmune to use the pMSGV1 vector for the production of T cell products transduced with the retroviral vectors. Pursuant to the BMLA Agreement, TeraImmune has a license execution fee and annual royalties of $ 11 due to NIH annually. HA ODN Agreement On June 18, 2020, TeraImmune entered into an exclusive license agreement (the “HA ODN Agreement”) with National Institute of Allergy and Infectious Diseases (“NIAID”), a part of NIH. This license agreement allows TeraImmune to use the rights of patent for producing T cell populations enriched for stable regulatory Tregs aimed at developing Treg cell therapy for patients with hemophilia A who have inhibitory anti-FVIII auto-antibodies. Pursuant to the HA ODN Agreement, TeraImmune has a license royalty fee and annual royalties of $ 60 due to NIAID annually. The HA ODN Agreement also requires the payment of milestones and royalties upon the achievement of certain regulatory and commercialization milestones. iTreg Agreement On November 11, 2020, TeraImmune entered into an exclusive worldwide license agreement (the “iTreg Agreement”) with HJF for technology used for producing methods of induced regulatory T cells (“iTreg”) and the use of such technology in humans. The license was pending the status of provisional filing on the signing date, and TeraImmune agreed to take responsibility for the maintenance and prosecution of the Patent Rights in consultation with HJF on all strategic global filing and prosecution decisions. (b) Purchase Commitments As of September 30, 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.

Capital Structure

Capital Structure	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Capital Structure	(13) 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 . Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, was $ 3,257 . On August 16, 2023, 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 "August 2023 Offering"), 2,006,544 shares of the Company’s common stock, par value $ 0.01 per share and 1,395,243 Series E pre-funded warrants to purchase 1,395,243 shares of common stock, at an offering price of $0.56 per share and $ 0.55 per Series E Pre-Funded Warrant. In a concurrent private placement, the Company agreed to issue and sell to the investors unregistered Series A-7warrants to purchase up to 3,401,787 shares of common stock. The Series A-7 warrants have an initial exercise price of $ 0.56 per share and are exercisable until October 12, 2028. Upon the Company effecting a reverse stock split, the exercise price of the Series A-7 warrants will be reduced to the lowest daily volume weighted average price of the common stock during the five trading days following such Reverse Stock Split, and the number of shares issuable upon exercise of the Series A-7 warrants will be increased such that the aggregate exercise price payable as a result of the adjustment is equal to the aggregate exercise price payable prior to the adjustment. Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, was $ 1,611 . On August 23, 2023, the Company entered into a purchase agreement (the “ELOC Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”). Pursuant to the ELOC Purchase Agreement, the Company may sell to Alumni Capital up to $ 50,000 (the “Investment Amount”), of shares (the “Purchase Notice Shares”) of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), from time to time during the term of the ELOC Purchase Agreement. In consideration for Alumni Capital’s execution and delivery of the ELOC Purchase Agreement, the Company (i) issued 579,710 shares to Alumni Capital on September 25, 2023; (ii) issued 750,000 shares to Alumni Capital on October 13, 2023; (iii) issued 750,000 shares to Alumni Capital on October 18, 2023; and (iv) agreed to issue 818,840 shares to Alumni Capital within one business day after the earlier of (a) December 1, 2023 or (b) the day in which the Company' trading volume exceeds 5,000,000 shares of common stock, provided such day is after November 1, 2023 (collectively, the "Commitment Shares"). Pursuant to the ELOC Purchase Agreement, until December 31, 2024, the Company may, at its discretion, direct Alumni Capital to purchase on any single business day on which the closing price of its common stock on The Nasdaq Capital Market is equal to or greater than $ 0.25 for no amount less than $ 100 in shares of common stock and no greater than $ 1,000 in shares of common stock ($2,000 for the initial purchase thereunder), unless waived upon mutual discretion between the Company and Alumni Capital, up to an amount no greater than $5,000 . The purchase price in respect of any purchase notice shall equal the lowest traded price of the common stock during the five business days prior to the closing of any purchase thereunder, multiplied by 90 %. The ELOC Purchase Agreement also prohibits the Company from directing Alumni Capital to purchase any shares of common stock if those shares, when aggregated with all other shares of common stock then beneficially owned by Alumni Capital and its affiliates, would result in Alumni Capital and its affiliates having beneficial ownership, at any single point in time, of more than 9.99 % of the then total outstanding shares of common stock. The Company may terminate the ELOC Purchase Agreement at any time, without any cost or penalty, upon written notice to Alumni Capital. The ELOC Purchase Agreement does not include any of the following: (i) limitations on the Company’s use of amounts it receives as the purchase price for shares of common stock sold to Alumni Capital; (ii) financial or business covenants; (iii) restrictions on future financings (other than restrictions on its ability to enter into other equity line of credit transactions or transactions that are similar thereto); (iv) rights of first refusal; or (v) participation rights or penalties. The Company’s net proceeds under the ELOC Purchase Agreement for the nine months ended September 30, 2023 were $ 313 , as $ 200 of common stock was issued to pay the commitment fee and recorded as a prepaid asset. (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. As of September 30, 2023 , there were 36,267 shares of Preferred Stock issued and outstanding. 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 the outstanding shares of Series B Preferred Stock were redeemed for nominal consideration pursuant to the terms of the Series B Preferred Stock. On August 23, 2023, the board of directors of the Company declared a dividend of one one-thousandth (1/1,000th) of a share of Series C Preferred Stock, par value $ 0.01 per share ("Series C Preferred Stock"), for each outstanding share of the Company's common stock, par value $ 0.01 per share to shareholders of record on September 5, 2023 (the "Record Date"). The shares of the Series C Preferred Stock were distributed to such recipients on September 7 , 2023. Each share of Series C Preferred Stock entitled the holder thereof to 1,000,000 votes per share. The outstanding shares of Series C Preferred Stock voted together with the outstanding shares of common stock of the Company as a single class exclusively with respect to the proposal to effect the Reverse Stock Split at the Company's special meeting of shareholders on October 12, 2023. On September 7, 2023, 36,267 shares of Series C Preferred Stock were declared as a stock dividend and issued on September 7, 2023. On October 12, 2023, all of the outstanding shares of Series C Preferred Stock were redeemed for nominal consideration pursuant to the terms of the Series C Preferred Stock. Non-voting Convertible Preferred Stock In connection with the acquisition of TeraImmune, the Company issued 27,089.719 shares of Series X Preferred Stock (including 7,024 escrow shares). Holders of Series X Preferred Shares are not entitled to vote except for specific corporate matters including (i) changes to the rights and preferences of the Series X Preferred Stock, (ii) issuance of additional Series X Preferred Stock, and (iii) enter into a fundamental transaction such as a sale of the Company. Other key provisions of the Series X Preferred Stock are as follows: • Conversion - each share of Series X Preferred Stock will convert into 1,000 shares of common stock, subject to beneficial ownership limitations and approval of the common shareholders. • Dividends - Series X Preferred Stock did not participate in any dividends with common shareholders on an as-converted basis. • Liquidation - The Series X Preferred Stock ranked on parity with the Company's common stock upon any liquidation, dissolution or winding up of the Company. • Redemption - In the event the Company did not obtain an affirmative shareholder vote to permit conversion, each holder of Series X Preferred Stock may have elected, at the holder’s option, to have the shares of Series X Preferred Stock be redeemed by the Company and equal to the estimated fair value of the Series X Preferred Stock share at the time of redemption. Due to this redemption feature, the Series X Preferred Stock was classified within temporary equity on the consolidated balance sheet at September 30, 2023. On October 12, 2023, the shareholders approved the conversion of the Series X preferred stock and on November 14, 2023 the 27,089.719 outstanding shares of Series X Preferred Stock converted into 27,089,719 shares of common stock. (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 11). 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. In August 2023, the Company amended the terms of its Series A-5 warrants to purchase 3,478,262 shares of the Company’s common stock and Series A-6 warrants to purchase 3,478,262 shares of the Company’s common stock. The exercise price of the Series A-5 warrants was lowered from $ 1.15 per share of common stock to $ 0.56 per share of common stock, and the exercise price of the Series A-6 warrants was lowered from $ 1.15 per share of common stock to $ 0.56 per share of common stock. The expiration date of the Series A-5 warrants was extended to August 21, 2028 , and the expiration date of the Series A-6 warrants was extended to February 21, 2025 . The warrant modification resulted in a increase in the fair value of warrants of $455 and is recorded as a deemed dividend to holders of the warrants. As of September 30, 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 $ 0.56 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 April 2023 Series A-5 Warrants 3,478,262 $ 0.56 August 21, 2028 April 2023 Series A-6 Warrants 3,478,262 $ 0.56 February 21, 2025 April 2023 Placement Agent Warrants 208,696 $ 1.43750 April 26, 2028 August 2023 Series A-7 Warrants 3,401,787 $ 0.56 October 12, 2028 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 September 30, 2023 the liability warrants had a nominal fair value.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	(14) Stock-Based Compensation The Baudax Bio 2019 Equity Incentive Plan The Company adopted the Baudax Bio 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 Baudax Bio 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 Baudax Bio 2019 Plan as of September 30, 2023 is 31,581 shares. As of September 30, 2023, 19,220 shares are available for future grants under the Baudax Bio 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 nine months ended September 30, 2023 or 2022. The following table summarizes Baudax Bio stock option activity during the nine months ended September 30, 2023: Number of Weighted Weighted Balance, December 31, 2022 1,939 $ 3,509.06 6.5 years Expired/forfeited/cancelled ( 402 ) $ 3,891.09 Balance, September 30, 2023 1,537 $ 3,412.09 7.4 years Vested 1,268 $ 3,523.09 7.3 years Vested and expected to vest 1,537 $ 3,412.09 7.4 years Included in the table above are 28 stock options outstanding as of September 30, 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 nine months ended September 30, 2023: Number of Weighted Balance, December 31, 2022 10,611 $ 88.19 Granted — — Vested and settled ( 7,558 ) 3.41 Expired/forfeited/cancelled ( 386 ) 1,318.71 Balance, September 30, 2023 2,667 $ 150.34 Expected to vest 2,667 Included in the table above are 2 shares of time-based RSUs outstanding as of September 30, 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 nine months ended September 30, 2023 and 2022 was $ 595 and $ 1,062 , respectively. As of September 30, 2023 , there was $ 240 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 0.6 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 September 30, 2023 , there was no aggregate intrinsic value of the vested and unvested options. The TeraImmune 2019 Equity Plan In 2019, TeraImmune adopted the TeraImmune 2019 Stock Option and Restricted Stock Plan (the “TeraImmune 2019 Plan”) that provides for the granting of incentive stock options, non-statutory stock options and restricted stock awards. As of September 30, 2023 , there were no shares available for future issuance. The TeraImmune 2019 Plan was assumed by the Company through the Merger Agreement. Under the terms of the Merger Agreement, all options to purchase or acquire shares of TeraImmune held by continuing employees (as defined in the Merger Agreement) were assumed by the Company and converted into options to purchase shares of common stock and Series X Preferred Stock on the same terms and conditions as applied to such options and restricted stock awards immediately prior to the Acquisition. Stock Options: Options generally vest and become exercisable over two years and expire seven years from the date of grant. The weighted average grant-date fair value of the options awarded to employees during the nine months ended September 30, 2023 was $ 0.24 . Under the TeraImmune 2019 Plan, the fair value of the options was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions: September 30, 2023 Expected option life 5.6 years Expected volatility 105 % Risk-free interest rate 4.38 % Expected dividend yield — The following table summarizes the stock option activity during the nine months ended September 30, 2023: Number of Weighted Weighted Balance, December 31, 2022 — $ — — Granted 973,287 $ 2.37 5.6 years Expired/forfeited/cancelled — $ — Balance, September 30, 2023 973,287 $ 2.37 5.4 years Vested 275,370 $ 2.22 4.1 years Vested and expected to vest 973,287 $ 2.37 5.4 years Stock-Based Compensation Expense: Stock-based compensation expense from continuing operations for the nine months ended September 30, 2023 was $ 47 . As of September 30, 2023 , there was $ 116 of unrecognized compensation expense related to unvested options that are expected to vest and will be expensed over a weighted average period of 2.1 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 September 30, 2023 , there was no aggregate intrinsic value of the vested and unvested options.

Retirement Plan

Retirement Plan	9 Months Ended
	Sep. 30, 2023
Retirement Benefits [Abstract]
Retirement Plan	(15) 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 September 30, 2023 and 2022 were $ 19 and $ 17 , respectively. Total Company contributions to the 401(k) plan for the nine months ended September 30, 2023 and 2022 were $ 77 and $ 161 , respectively.

Summary of Significant Accoun_2

Summary of Significant Accounting Principles (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	(a) Basis of Presentatio n and Principles of Consolidation 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 unaudited 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. The Consolidated Balance Sheet as of December 31, 2022 has been derived from audited financial statements. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023. The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. 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 unaudited consolidated financial statements and the notes to the unaudited consolidated 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 represent 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; three years for computer and software; three to seven 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.
Busness Combinations	(e) Business Combinations In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”), Topic 805, “Business Combinations,” (“ASC 805”), the Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Valuations are performed to assist in determining the fair values of assets acquired and liabilities assumed, which requires management to make significant estimates and assumptions, in particular with respect to intangible assets. Management makes estimates of fair value based upon assumptions believed to be reasonable. These estimates are based in part on historical experience and information obtained from management of the acquired companies and expectations of future cash flows. Transaction costs associated with the transaction are expensed as incurred. In-process research and development (“IPR&D”) is the value assigned to those projects for which the related products have not received regulatory approval and have no alternative future use. Determining the portion of the purchase price allocated to IPR&D requires the Company to make significant estimates. In a business combination, the Company capitalizes IPR&D as an intangible asset.
Goodwill and Intangible Assets	(f) Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired by the Company. Goodwill is not amortized but assessed for impairment on an annual basis or more frequently if impairment indicators exist. The impairment model prescribes a one-step method for determining impairment. The one-step quantitative test calculates the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company has one reporting unit. The Company’s intangible asset was acquired through the Acquisition and is classified as an IPR&D asset. Intangible assets related to IPR&D are considered indefinite-lived intangible assets and are assessed for impairment annually or more frequently if impairment indicators exist. If the associated research and development effort is abandoned, the related assets will be written-off, and the Company will record a noncash impairment loss on its Consolidated Statements of Operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. The impairment test for indefinite-lived intangible assets is a one-step test that compares the fair value of the intangible asset to its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. The Company performs its annual goodwill and indefinite-lived intangible asset impairment tests as of November 30 th , or whenever an event or change in circumstances occurs that would require reassessment of the recoverability of those assets. 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 a goodwill impairment test as of September 30, 2023 after identifying indicators of impairment. There was no impairment to goodwill based on the Company's analysis as of September 30, 2023.
Concentration of Credit Risk	(g) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash 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	(h) Research and Development Research and development costs for the Company’s proprietary products candidates are charged to expense as incurred. Research and development expenses consist of internal costs and funds incurred internally or 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	(i) Stock-Based Awards Share-based compensation included in the unaudited consolidated financial statements is based upon the Baudax Bio, Inc. 2019 Equity Incentive Plan (the “Baudax Bio 2019 Plan”) and the TeraImmune 2019 Equity Incentive Plan (the “TeraImmune 2019 Plan”). These plans include 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.
Redeemable Preferred Stock	(j) Redeemable Preferred Stock The Company applies ASC 480 when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares, including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, and consisting of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") are classified as temporary equity as of September 30, 2023. At all other times, preferred shares are classified as stockholders’ equity.
Equity-method Investment	(k) Equity-method Investment The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income or loss of these investees is included in the Company's statements of operations. Judgment regarding the level of influence over each equity method investment includes considering key factors such as the Company’s ownership interest, legal form of the investee, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions. The Company’s equity-method investment includes its investment in TeraImmune Therapeutics, Co., Ltd., ("TIT"). The carrying value of the Company’s investment in TIT is recorded in equity method investments in the consolidated balance sheet and is immaterial as of September 30, 2023 .
Income Taxes	(l) 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. Under the Tax Reform Act of 1986, as amended (the “Act”), the utilization of a corporation’s net operating loss is limited following a greater than 50% change in ownership during a three-year period. Any unused annual limitation may be carried forward to future years for the balance of the carryforward period. The Company is evaluating whether the Acquisition triggered an ownership change under these rules.
Net Income (Loss) Per Common Share	(m) 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 X Preferred Stock. Although the shares of the Series X Preferred Stock are participating securities, such securities do not participate in net losses and therefore do not impact the Company’s net loss from continuing operations per share calculation as of September 30, 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. The Company uses income from continuing operations as the control number in determining whether potential common shares are dilutive or antidilutive. The same number of potential common shares used in computing the diluted per-share amount for income from continuing operations is used in computing all other reported diluted per-share amounts even if those amounts will be antidilutive to their respective basic per-share amounts. Outstanding warrants, common stock options, unvested restricted stock units and convertible redeemable preferred shares 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and Diluted Income (Loss) Per Share Net loss from continuing operations $ ( 1,891 ) $ ( 4,087 ) $ ( 16,577 ) $ ( 16,626 ) Deemed dividend $ (455 ) $ — $ (455 ) $ — Net loss attributable from continuing operations to common shareholders $ (2,346 ) $ (4,087 ) $ (17,032 ) $ (16,626 ) Net income (loss) from discontinued operation $ ( 43 ) $ ( 25,120 ) $ 18,673 $ ( 32,920 ) Net income (loss) attributable to common shareholders $ ( 2,389 ) $ ( 29,207 ) $ 1,641 $ ( 49,546 ) Net loss per share from continuing operations $ ( 0.29 ) $ ( 13.81 ) $ ( 3.36 ) $ ( 86.53 ) Net income (loss) per share from discontinued operation $ ( 0.01 ) $ ( 84.89 ) $ 3.69 $ ( 171.34 ) Net income (loss) per share of common stock, basic $ ( 0.30 ) $ ( 98.70 ) $ 0.33 $ ( 257.87 ) Weighted average common shares outstanding, basic 7,993,522 295,903 5,065,759 192,135 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Options and restricted stock units outstanding 977,491 606,652 977,491 606,652 Warrants 13,239,805 31,298,007 13,239,805 31,298,007 Series X Preferred Stock 20,066,208 — 20,066,208 — Amounts in the table above reflect the common stock equivalents of the noted instruments
Recent Accounting Pronouncements	(n) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and rules are issued by the SEC that the Company has or will adopt as of a specified date. Unless otherwise noted, management does not believe that any other recently issued accounting pronouncements issued by the FASB or guidance issued by the SEC had, or is expected to have a material impact on the Company’s present or future consolidated financials. Recently Adopted Accounting Pronouncements 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)	9 Months Ended
	Sep. 30, 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and Diluted Income (Loss) Per Share Net loss from continuing operations $ ( 1,891 ) $ ( 4,087 ) $ ( 16,577 ) $ ( 16,626 ) Deemed dividend $ (455 ) $ — $ (455 ) $ — Net loss attributable from continuing operations to common shareholders $ (2,346 ) $ (4,087 ) $ (17,032 ) $ (16,626 ) Net income (loss) from discontinued operation $ ( 43 ) $ ( 25,120 ) $ 18,673 $ ( 32,920 ) Net income (loss) attributable to common shareholders $ ( 2,389 ) $ ( 29,207 ) $ 1,641 $ ( 49,546 ) Net loss per share from continuing operations $ ( 0.29 ) $ ( 13.81 ) $ ( 3.36 ) $ ( 86.53 ) Net income (loss) per share from discontinued operation $ ( 0.01 ) $ ( 84.89 ) $ 3.69 $ ( 171.34 ) Net income (loss) per share of common stock, basic $ ( 0.30 ) $ ( 98.70 ) $ 0.33 $ ( 257.87 ) Weighted average common shares outstanding, basic 7,993,522 295,903 5,065,759 192,135
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Options and restricted stock units outstanding 977,491 606,652 977,491 606,652 Warrants 13,239,805 31,298,007 13,239,805 31,298,007 Series X Preferred Stock 20,066,208 — 20,066,208 —

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 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 Sheet 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 and nine months ended September 30, 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue, net $ — $ 238 $ 16 $ 959 Operating expenses: Cost of sales 43 1,208 552 2,217 Research and development — 23 — 654 Selling, general and administrative — 855 — 9,242 Amortization of intangible assets — 644 — 1,932 Change in contingent consideration valuation — 1,222 ( 19,900 ) ( 1,254 ) Loss on impairment of property and equipment — 3,663 485 3,662 Impairment of Intangible Asset — 17,746 17,746 Total operating expenses 43 25,361 ( 18,863 ) 34,199 Operating gain (loss) from discontinued operation ( 43 ) ( 25,123 ) 18,879 ( 33,240 ) Other expense: Other expense, net — 3 ( 206 ) 320 Net income (loss) from discontinued operation $ ( 43 ) $ ( 25,120 ) $ 18,673 $ ( 32,920 )

Business Acquisition (Tables)

Business Acquisition (Tables)	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Summary of net tangible and identifiable intangible assets acquired and liabilities	The preliminary fair value of the consideration totaled approximately $ 9,702 , summarized as follows: Amount Common stock issued to TeraImmune’s stockholders $ 476 Series X Convertible Preferred Stock issued to TeraImmune stockholders 9,040 Contingent consideration 118 Stock options and restricted stock allocated to total consideration paid 68 Total consideration paid $ 9,702
Summary of allocation of the purchase price to the estimated fair values of the assets acquired and liabilities	The following table presents the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the Acquisition date: Assets acquired: As Initially Reported Measurement Period Adjustments As Adjusted Cash and cash equivalents $ 142 $ — $ 142 Prepaid expenses and other current assets 52 — 52 Property and equipment, net 3,781 — 3,781 Goodwill 7,109 ( 439 ) 6,670 In-process research and development assets 3,500 400 3,900 Operating lease right-of-use assets 2,135 — 2,135 Total assets $ 16,719 $ ( 39 ) $ 16,680 Liabilities assumed: Accounts payable $ 515 $ ( 39 ) $ 476 Accrued expenses and other current liabilities 789 — 789 Convertible bond payable 1,000 — 1,000 Deferred tax liability 202 — 202 Operating lease liabilities 2,135 — 2,135 Derivative instrument 2,376 — 2,376 Total liabilities assumed $ 7,017 $ ( 39 ) $ 6,978 Net assets acquired $ 9,702 $ — $ 9,702
Summary of the pro forma financial information is not necessarily indicative of the results of operations	The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Acquisition had taken place on January 1, 2023. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date: Nine Months Ended September 30, 2023 Operating expenses $ 15,146 Loss from operations ( 15,146 ) Net loss from continuing operations ( 18,082 ) Net income 592

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2023: Assets: Cash equivalents (See Note 7) Money market mutual funds $ 53 $ — $ — Total cash equivalents $ 53 $ — $ — Liabilities: Derivative liability $ — $ — $ 1,659 Contingent consideration (See Note 5) — — 83 $ — $ — $ 1,742 At December 31, 2022: Assets: Cash equivalents (See Note 7) Money market mutual funds $ 2,241 $ — $ — Total cash equivalents $ 2,241 $ — $ —
Reconciliation of Contingent Consideration Measured at Fair Value on Recurring Basis Using Unobservable Inputs	The reconciliation of liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: Contingent Balance at December 31, 2022 $ — Acquisition of contingent consideration and derivative liability 2,494 Remeasurement ( 752 ) Total at September 30, 2023 $ 1,742 Current portion as of September 30, 2023 $ 1,742 Long-term portion as of September 30, 2023 — See Note 5 for discussion on contingent consideration.

Cash Equivalents (Tables)

Cash Equivalents (Tables)	9 Months Ended
	Sep. 30, 2023
Cash and Cash Equivalents [Abstract]
Summary of Cash Equivalents	The following is a summary of cash equivalents: September 30, 2023 Amortized Gross Unrealized Estimated Description Cost Gain Loss Fair Value Money market mutual funds $ 53 $ — $ — $ 53 Total cash equivalents $ 53 $ — $ — $ 53 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)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	Property, plant and equipment consists of the following: September 30, 2023 December 31, 2022 Building and improvements $ 3,366 $ 166 Furniture, office and computer equipment 292 306 Manufacturing and laboratory equipment 532 — 4,190 472 Less: accumulated depreciation and amortization 519 463 Property and equipment, net $ 3,671 $ 9

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Schedule of Undiscounted Future Lease Payments for Non-Cancellable Operating Leases	As of September 30, 2023, undiscounted future lease payments for non-cancellable operating leases are as follows: Lease payments Remainder of 2023 $ 168 2024 690 2025 702 2026 724 2027 745 2028 and thereafter 1,897 Total lease payments 4,926 Less imputed interest ( 2,057 ) Total operating lease liability $ 2,869
Schedule of Components Least Cost	The components of the Company’s lease cost were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 171 $ 70 $ 311 $ 215 Short-term lease cost - 33 36 106 Total lease cost $ 171 $ 103 $ 347 $ 321

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consist of the following: September 30, December 31, 2023 2022 Payroll and related costs $ 1,016 $ 656 Professional and consulting fees 1,562 789 Other research and development costs 636 593 Interest payable 314 94 Other 124 1 $ 3,652 $ 2,133

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Components of Carrying Value of Debt	The following table summarizes the components of the carrying value of the Company's credit agreement: September 30, December 31, 2023 2022 Credit Agreement $ 10,000 $ 10,000 Payment of principal ( 6,294 ) ( 2,244 ) Unamortized deferred issuance costs — ( 828 ) Accrued amendment fee 284 — Exit fee accretion 238 191 Total debt $ 4,228 $ 7,119 Current portion $ 4,228 $ 5,600 Long-term portion, net — 1,519

Capital Structure (Tables)

Capital Structure (Tables)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Schedule of Warrants Outstanding to Purchase Shares Common Stock	As of September 30, 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 $ 0.56 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 April 2023 Series A-5 Warrants 3,478,262 $ 0.56 August 21, 2028 April 2023 Series A-6 Warrants 3,478,262 $ 0.56 February 21, 2025 April 2023 Placement Agent Warrants 208,696 $ 1.43750 April 26, 2028 August 2023 Series A-7 Warrants 3,401,787 $ 0.56 October 12, 2028

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Fair Value of Options Estimated on Date of Grant Using Black-Scholes Option Pricing Model	Under the TeraImmune 2019 Plan, the fair value of the options was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions: September 30, 2023 Expected option life 5.6 years Expected volatility 105 % Risk-free interest rate 4.38 % Expected dividend yield —
Summary of Stock Option Activity	The following table summarizes Baudax Bio stock option activity during the nine months ended September 30, 2023: Number of Weighted Weighted Balance, December 31, 2022 1,939 $ 3,509.06 6.5 years Expired/forfeited/cancelled ( 402 ) $ 3,891.09 Balance, September 30, 2023 1,537 $ 3,412.09 7.4 years Vested 1,268 $ 3,523.09 7.3 years Vested and expected to vest 1,537 $ 3,412.09 7.4 years
Summary of RSUs Activity	The following table summarizes Baudax Bio RSUs activity during the nine months ended September 30, 2023: Number of Weighted Balance, December 31, 2022 10,611 $ 88.19 Granted — — Vested and settled ( 7,558 ) 3.41 Expired/forfeited/cancelled ( 386 ) 1,318.71 Balance, September 30, 2023 2,667 $ 150.34 Expected to vest 2,667
TeraImmune 2019 Equity Plan
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Summary of Stock Option Activity	The following table summarizes the stock option activity during the nine months ended September 30, 2023: Number of Weighted Weighted Balance, December 31, 2022 — $ — — Granted 973,287 $ 2.37 5.6 years Expired/forfeited/cancelled — $ — Balance, September 30, 2023 973,287 $ 2.37 5.4 years Vested 275,370 $ 2.22 4.1 years Vested and expected to vest 973,287 $ 2.37 5.4 years

Background - Additional Informa

Background - Additional Information (Details) - Segment			9 Months Ended
	Dec. 01, 2022	Feb. 16, 2022	Sep. 30, 2023
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of operating segments			1
Reverse stock split	1-for-40	1-for-35

Development Activity Risks, L_2

Development Activity Risks, Liquidity and Going Concern - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Accumulated deficit	$ 189,300	$ 190,904
Convertible Term Loan
Debt Instrument [Line Items]
Convertible Term Loan, percentage	5%
Debt instrument, maturity date	Nov. 30, 2022
Debt conversion description	The Company is offering conversion of the notes with an outstanding balance, including accrued interest, of $1,239 at September 30, 2023, into shares of the Company's common stock or by providing the noteholders with a repayment plan.
Debt conversion amount	$ 1,239

Summary of Significant Accoun_4

Summary of Significant Accounting Principles - Additional Information (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) Unit $ / shares	Dec. 31, 2022 $ / shares	May 17, 2022 $ / shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Remaining lease term	shorter of the remaining lease term
Number of reportable unit | Unit	1
Goodwill impairment | $	$ 0
Common stock, par value | $ / shares	$ 0.01	$ 0.01	$ 0.01
Computer and Software
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property, plant and equipment estimated useful lives	3 years
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	3 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	7 years

Summary of Significant Accoun_5

Summary of Significant Accounting Principles - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Basic and Diluted Income (Loss) Per Share
Net loss from continuing operations, basic	$ (1,891)	$ (4,087)	$ (16,577)	$ (16,626)
Net loss from continuing operations, diluted	(1,891)	(4,087)	(16,577)	(16,626)
Net income (loss) from discontinued operation	(43)	(25,120)	18,673	(32,920)
Net income (loss), basic	(2,389)	(29,207)	1,641	(49,546)
Net income (loss), diluted	$ (2,389)	$ (29,207)	$ 1,641	$ (49,546)
Net loss per share from continuing operations, basic	$ (0.29)	$ (13.81)	$ (3.36)	$ (86.53)
Net loss per share from continuing operations, diluted	(0.29)	(13.81)	(3.36)	(86.53)
Net income (loss) per share from discontinued operation, basic	(0.01)	(84.89)	3.69	(171.34)
Net income (loss) per share from discontinued operation, diluted	(0.01)	(84.89)	3.69	(171.34)
Net income (loss) per share of common stock, basic	(0.3)	(98.7)	0.33	(257.87)
Net income (loss) per share of common stock, diluted	$ (0.3)	$ (98.7)	$ 0.33	$ (257.87)
Weighted average common shares outstanding, basic	7,993,522	295,903	5,065,759	192,135
Weighted average common shares outstanding, diluted	7,993,522	295,903	5,065,759	192,135

Summary of Significant Accoun_6

Summary of Significant Accounting Principles - Schedule of Anti-Dilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Series X Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding	20,066,208	0	20,066,208	0
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	977,491	606,652	977,491	606,652
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding	13,239,805	31,298,007	13,239,805	31,298,007

Discontinued Operations - Disco

Discontinued Operations - Discontinued Operations - Schedule Of discontinued amount included in assets and liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 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	0	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	$ 0	$ 20,995

Discontinued Operations - Sched

Discontinued Operations - Schedule of discontinued operations in the consolidated statements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Revenue, net	$ 0	$ 238	$ 16	$ 959
Operating expenses:
Cost of sales	43	1,208	552	2,217
Research and development	0	23	0	654
Selling, general and administrative	0	855	0	9,242
Amortization of intangible assets	0	644	0	1,932
Change in contingent consideration valuation	0	1,222	(19,900)	(1,254)
Loss on impairment of property and equipment	0	3,663	485	3,662
Impairment of Intangible Asset	0	17,746		17,746	$ 19,681
Total operating expenses	43	25,361	(18,863)	34,199
Operating gain (loss) from discontinued operation	(43)	(25,123)	18,879	(33,240)
Other expense:
Other expense, net	0	3	(206)	320
Net income (loss) from discontinued operation	$ (43)	$ (25,120)	$ 18,673	$ (32,920)

Discontinued Operations (Additi

Discontinued Operations (Additional Information) (Details) $ in Thousands		1 Months Ended	3 Months Ended					9 Months Ended		12 Months Ended
	Apr. 10, 2015 USD ($)	Feb. 29, 2020 USD ($) Milestonepayment	Sep. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on impairment of property and equipment			$ 0		$ 3,663			$ 485	$ 3,662
Impairment loss			0		17,746				17,746	$ 19,681
Change in contingent consideration valuation			0		1,222			(19,900)	$ (1,254)
Assets of discontinued operation			0					0		1,480
Liabilities of discontinued operation			$ 0					$ 0		20,995
Intangible asset, useful life			10 years					10 years
Alkermes | Contingent Consideration, Fourth Component
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Minimum Royalty Percenatge			10%					10%
Maximum Royalty Percenatge			12%					12%
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
Recro Pharma Incorporation [Member] | Alkermes
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Collaborative arrangements, milestone payments upon achievement of regulatory and sales milestones	$ 60,000
Collaborative arrangements, milestone payments period	7 years
Recro Pharma Incorporation [Member] | Purchase and Sale Agreement | Alkermes
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Collaborative arrangements, milestone payments upon achievement of regulatory and sales milestones	$ 140,000
Amendment To Purchase And Sale Agreement [Member] | Recro Pharma Incorporation [Member] | Alkermes | Contingent Consideration, First Component
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Business acquisition contingent consideration, first milestone payment							$ 5,000
Business acquisition contingent consideration possible milestone payments						$ 5,000
Amendment To Purchase And Sale Agreement [Member] | Recro Pharma Incorporation [Member] | Alkermes | Contingent Consideration, Second Component
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Business Acquisition Contingent Consideration Second Milestone Payments					$ 1,200
Amendment To Purchase And Sale Agreement [Member] | Recro Pharma Incorporation [Member] | Alkermes | Contingent Consideration, Fourth Component
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Maximum royalty payment percentage								30%
Amendment To Purchase And Sale Agreement [Member] | Recro Pharma Incorporation [Member] | Milestone Payments Due Beginning On First Anniversary Of Regulatory Approval [Member] | Alkermes | Contingent Consideration, Second Component
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Business acquisition, contingent consideration, equal annual milestone payments		$ 6,400
Business acquisition contingent consideration possible milestone payments		$ 45,000
Business acquisition, contingent consideration, number of equal annual milestone payments | Milestonepayment		7
Amendment To Purchase And Sale Agreement [Member] | Recro Pharma Incorporation [Member] | Milestone Payments Due Following Regulatory Approval [Member] | Alkermes | Contingent Consideration, Second Component
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Business acquisition contingent consideration possible milestone payments		$ 5,000

Business Acquisition (Additiona

Business Acquisition (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended
	Mar. 29, 2023	Jun. 29, 2023	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	May 17, 2022
Business Acquisition [Line Items]
Common stock, par value			$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common stock, shares issued			12,164,753	12,164,753	1,623,913
Common Stock, Shares, Outstanding			12,164,753	12,164,753	1,623,913
Preferred stock, par value			$ 0.01	$ 0.01	$ 0.01
Transaction costs			$ 575	$ 575
Consideration Paid, Fair Value			9,702	9,702
Common Stock
Business Acquisition [Line Items]
Common stock, shares issued		6,961,867
Common Stock, Shares, Outstanding		6,961,867
TeraImmune [Member]
Business Acquisition [Line Items]
Acquisition name		TeraImmune, Inc.
Business acquisition date		Jun. 29, 2023
TeraImmune [Member] | Common Stock
Business Acquisition [Line Items]
Number of escrow shares issued	1,212,185
EoFlow Co., Ltd [Member]
Business Acquisition [Line Items]
Debt issued, outstanding amount			$ 1,239	$ 1,239
EoFlow Co., Ltd [Member] | Common Stock
Business Acquisition [Line Items]
Debt conversion, shares issued				314,282
EoFlow Co., Ltd [Member] | Preferred Stock
Business Acquisition [Line Items]
Debt conversion, shares issued				7,024
TIT Investor [Member]
Business Acquisition [Line Items]
Preferred shares, discounting value, percentage			3%	3%
Bondholder [Member]
Business Acquisition [Line Items]
Preferred shares, discounting value, percentage			5%	5%
Acquisition-related Costs [Member]
Business Acquisition [Line Items]
Transaction costs			$ 575	$ 575
Convertible Common Stock | TeraImmune [Member]
Business Acquisition [Line Items]
Number of escrow shares issued		314,282
Common stock, shares issued		1,000
Series X Non-Voting Convertible Preferred Stock [Member]
Business Acquisition [Line Items]
Number of escrow shares issued			7,024	7,024
Preferred stock, par value			$ 0.01	$ 0.01	$ 0.01
Series X Non-Voting Convertible Preferred Stock [Member] | TeraImmune [Member]
Business Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	27,089.719
Number of escrow shares issued		7,024
Series X Preferred Shares
Business Acquisition [Line Items]
Preferred shares, discounting value, percentage			15%	15%

Business Acquisition - Intangib

Business Acquisition - Intangible assets acquired and liabilities assumed based on the fair values (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Common Stock Value	$ 122	$ 16
Preferred stock value	0	$ 0
TeraImmune [Member]
Business Acquisition [Line Items]
Common Stock Value	476
Contingent consideration	118
Total consideration paid	9,702
TeraImmune [Member] | Equity Option [Member] | Restricted Stock [Member]
Business Acquisition [Line Items]
Total consideration paid	68
TeraImmune [Member] | Series X Non-Voting Convertible Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred stock value	$ 9,040

Business Acquisition - Estimate

Business Acquisition - Estimated fair values of the assets acquired and liabilities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
As Initially Reported
Assets acquired
Cash and cash equivalents	$ 142
Prepaid expenses and other current assets	52
Property and equipment, net	3,781
Goodwill	7,109
In-process research and development assets	3,500
Operating lease right-of-use assets	2,135
Total assets	16,719
Liabilities assumed:
Accounts payable	515
Accrued expenses and other current liabilities	789
Convertible bond payable	1,000
Deferred tax liability	202
Operating lease liabilities	2,135
Derivative instrument	2,376
Total liabilities assumed	7,017
Net assets acquired	9,702
Measurement Period Adjustments
Assets acquired
Cash and cash equivalents	0
Prepaid expenses and other current assets	0
Property and equipment, net	0
Goodwill	(439)
In-process research and development assets	400
Operating lease right-of-use assets	0
Total assets	(39)
Liabilities assumed:
Accounts payable	(39)
Accrued expenses and other current liabilities	0
Convertible bond payable	0
Deferred tax liability	0
Operating lease liabilities	0
Derivative instrument	0
Total liabilities assumed	(39)
Net assets acquired	0
As Adjusted
Assets acquired
Cash and cash equivalents	142
Prepaid expenses and other current assets	52
Property and equipment, net	3,781
Goodwill	6,670
In-process research and development assets	3,900
Operating lease right-of-use assets	2,135
Total assets	16,680
Liabilities assumed:
Accounts payable	476
Accrued expenses and other current liabilities	789
Convertible bond payable	1,000
Deferred tax liability	202
Operating lease liabilities	2,135
Derivative instrument	2,376
Total liabilities assumed	6,978
Net assets acquired	$ 9,702

Business Acquisition - The pro

Business Acquisition - The pro forma financial information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Business Acquisition, Pro Forma Information [Abstract]
Operating expenses	$ 15,146
Loss from operations	(15,146)
Net loss from continuing operations	(18,082)
Net income	$ 592

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	Sep. 30, 2023	Dec. 31, 2022
Assets:
Total cash equivalents	$ 53	$ 2,241
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Total cash equivalents	53	2,241
Total contingent consideration	0
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Mutual Funds
Assets:
Total cash equivalents	53	2,241
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Contingent Consideration
Assets:
Total contingent consideration	0
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Derivative liability
Assets:
Total contingent consideration	0
Fair Value, Recurring | Significant Other Observable Inputs (Level 2)
Assets:
Total cash equivalents	0	0
Total contingent consideration	0
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Money Market Mutual Funds
Assets:
Total cash equivalents	0	0
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Contingent Consideration
Assets:
Total contingent consideration	0
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Derivative liability
Assets:
Total contingent consideration	0
Fair Value, Recurring | Significant Unobservable Inputs (Level 3)
Assets:
Total cash equivalents	0	0
Total contingent consideration	1,742
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Money Market Mutual Funds
Assets:
Total cash equivalents	0	$ 0
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Contingent Consideration
Assets:
Total contingent consideration	83
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Derivative liability
Assets:
Total contingent consideration	$ 1,659

Fair Value of Financial Instr_4

Fair Value of Financial Instruments - Reconciliation of Contingent Consideration Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) - Contingent Consideration And Derivative Liability [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beginning Balance	$ 0
Acquisition of contingent consideration and derivative liability	2,494
Remeasurement	(752)
Ending Balance	1,742
Current portion as of September 30, 2023	1,742
Long-term portion as of September 30, 2023	$ 0

Cash Equivalents (Additional In

Cash Equivalents (Additional Information) (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 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	Sep. 30, 2023	Dec. 31, 2022
Cash And Cash Equivalents [Line Items]
Amortized Cost	$ 53	$ 2,241
Gross Unrealized Gain	0	0
Gross Unrealized Loss	0	0
Estimated Fair Value	53	2,241
Money Market Mutual Funds
Cash And Cash Equivalents [Line Items]
Amortized Cost	53	2,241
Gross Unrealized Gain	0	0
Gross Unrealized Loss	0	0
Estimated Fair Value	$ 53	$ 2,241

Property, Plant and Equipment -

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 4,190	$ 472
Less: accumulated depreciation	519	463
Property and equipment, net	3,671	9
Buildings and Improvements
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	3,366	166
Furniture, Office and Computer Equipment
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	292	306
Manufacturing and Laboratory Equipment
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 532	$ 0

Property, Plant and Equipment_2

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 131	$ 9	$ 135	$ 38

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
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	7 years
Operating lease, weighted average discount rate percent	17%
Cash paid for amounts included in measurement of lease liabilities	$ 431	$ 254
Maximum [Member]
Operating leases with remaining lease term	8 years
Minimum [Member]
Operating leases with remaining lease term	4 years

Leases - Schedule of Undiscount

Leases - Schedule of Undiscounted Future Lease Payments for Non-Cancellable Operating Leases (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
Remainder of 2023	$ 168
2024	690
2025	702
2026	724
2027	745
2028 and thereafter	1,897
Total lease payments	4,926
Less imputed interest	(2,057)
Operating lease liability	$ 2,869

Leases - Schedule of Components

Leases - Schedule of Components Least Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease cost	$ 171	$ 70	$ 311	$ 215
Short-term lease cost	0	33	36	106
Total lease cost	$ 171	$ 103	$ 347	$ 321

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Payroll and related costs	$ 1,016	$ 656
Professional and consulting fees	1,562	789
Other research and development costs	636	593
Interest payable	314	94
Other	124	1
Total accrued expenses and other current liabilities	$ 3,652	$ 2,133

Debt - Schedule of Components o

Debt - Schedule of Components of Carrying Value of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instruments [Abstract]
Credit Agreement	$ 10,000	$ 10,000
Payment of principal	(6,294)	(2,244)
Unamortized deferred issuance costs		(828)
Accrued amendment fee	284
Exit fee accretion	238	191
Total debt	4,228	7,119
Current portion of long-term debt, net	4,228	5,600
Long-term portion, net	$ 0	$ 1,519

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands

1 Months Ended

2 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

May 31, 2023

Apr. 03, 2023

Mar. 29, 2023

Mar. 01, 2023

Feb. 01, 2023

May 17, 2022

Mar. 22, 2022

May 29, 2020

Jan. 10, 2023

Aug. 31, 2022

Mar. 22, 2022

Feb. 28, 2023

Dec. 06, 2022

Nov. 30, 2022

Sep. 30, 2023

Mar. 31, 2023

Feb. 28, 2023

Feb. 28, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Jun. 29, 2023

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

$ 3,494

$ 14,270

Gain on extinguishment of debt

(2,196)

0

Exercise price of warrants

$ 60.75

$ 5.99375

$ 1.4375

$ 26.25

Change in fair value of warrants and derivatives

$ (3,587)

$ 0

$ (717)

(7)

principal amount

$ 500

Warrant to purchase of common stock

2,469

Common stock, par value

$ 0.01

$ 0.01

$ 0.01

$ 0.01

Gain (Loss) on Extinguishment of Debt, Total

$ (2,196)

0

Common Stock, Shares, Issued

12,164,753

12,164,753

1,623,913

Preferred Stock, Shares Issued

36,267

36,267

0

Common Stock

Debt Instrument [Line Items]

Common Stock, Shares, Issued

6,961,867

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

$ 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%

2.50%

Current outstanding loan balance

$ 250

$ 250

Financial covenants, minimum liquidity requirement

5,000

Debt issuance costs

1,496

Change in fair value of warrants and derivatives

$ 1,423

Debt issuance cost amortization

$ 263

$ 209

$ 263

$ 421

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

19.30%

19.30%

Bond Payable

Debt Instrument [Line Items]

Accrued Interest

$ 239

Debt instrument, maturity date

Nov. 30, 2022

Debt instrument, interest rate

5%

5%

Debt Instrument, Maturity Date

Nov. 30, 2022

Convertible Term Loan, percentage

5%

5%

Proceeds from convertible debt

$ 1,000

Debt interest rate description

accrued interest at a rate of 5% per annum during the period from April 8, 2022 to the maturity date of November 30, 2022

Debt interest penalty

20%

Bond Payable | Series X Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred Stock, Shares Issued

1,858

1,858

Bond Payable | Convertible Common Stock [Member]

Debt Instrument [Line Items]

Common Stock, Shares, Issued

83,128

83,128

Employee Promissory Notes

Debt Instrument [Line Items]

Debt instrument, interest rate

5%

Including of accrued expenses and other current liabilities

$ 241

$ 241

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) - USD ($) $ in Thousands				1 Months Ended
	Jun. 18, 2020	Aug. 26, 2019	Aug. 05, 2019	Jun. 30, 2017	Sep. 30, 2023
Purchase Commitment
Supply Commitment [Line Items]
Purchase commitment non cancelable and cancelable					$ 64
HA FVIII TCR Agreement [Member]
Supply Commitment [Line Items]
Royalties			$ 50
HA ODN Agreement [member]
Supply Commitment [Line Items]
Royalties	$ 60
BML Agreement [Member]
Supply Commitment [Line Items]
Royalties		$ 11
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
European | Cornell University | Neuromuscular Blocking Agents License Agreement
Supply Commitment [Line Items]
Regulatory approval and commercialization milestones				3,000
Minimum | Cornell University | Neuromuscular Blocking Agents License Agreement
Supply Commitment [Line Items]
Cost Maintenance				70
Maximum | Cornell University | Neuromuscular Blocking Agents License Agreement
Supply Commitment [Line Items]
Cost Maintenance				$ 125

Capital Structure - Additional

Capital Structure - Additional Information (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Nov. 14, 2023

Nov. 01, 2023

Sep. 07, 2023

Aug. 23, 2023

Aug. 16, 2023

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

Aug. 31, 2023

Jan. 31, 2023

Oct. 03, 2022

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 01, 2023

Oct. 18, 2023

Oct. 13, 2023

Sep. 25, 2023

Dec. 31, 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

190,000,000

Common stock, par value

$ 0.01

$ 0.01

$ 0.01

$ 0.01

Increase in fair value of warrants

$ (3,587,000)

$ 0

$ (717,000)

$ (7,000)

Warrant to purchase of common stock

2,469

Reverse stock split

1-for-40

1-for-35

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

10,000,000

Preferred stock, par value

$ 0.01

$ 0.01

$ 0.01

Preferred stock, shares issued

36,267

36,267

0

Preferred Stock, Shares Outstanding

36,267

36,267

0

Common stock, shares issued

12,164,753

12,164,753

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

Proceeds from sale or issuance of shares

$ 3,494,000

$ 14,270,000

Beneficial ownership

9.99%

Sale Of Stock Description Of Transaction

($2,000 for the initial purchase thereunder), unless waived upon mutual discretion between the Company and Alumni Capital, up to an amount no greater than $5,000

Purchase Price

90%

Maximum

Schedule Of Capitalization Equity [Line Items]

Common stock shares issued

$ 1,000,000

Minimum

Schedule Of Capitalization Equity [Line Items]

Common stock shares issued

$ 100,000

Series X Non-Voting Convertible Preferred Stock [Member]

Schedule Of Capitalization Equity [Line Items]

Stock issued upon acquisitions, shares

27,089.719

Number of escrow shares issued

7,024

7,024

Preferred stock converted to common stock

1,000

Preferred stock, shares authorized

27,090

27,090

27,090

Preferred stock, par value

$ 0.01

$ 0.01

$ 0.01

Preferred stock, shares issued

20,066

20,066

20,066

Preferred Stock, Shares Outstanding

20,066

20,066

20,066

Preferred stock converted to common stock

1,000

Number of shares issued

7,024

7,024

MAM Eagle Lender, LLC

Schedule Of Capitalization Equity [Line Items]

Common stock, par value

$ 0.01

$ 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

$ 48.6

Preferred stock converted to common stock

41,152

Exercise price of warrants

$ 43.6

23.924

23.924

Preferred stock 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

$ 4.5

$ 4.5

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

$ 20.6

Exercise price of warrants

$ 0.01

Common Stock Exercisable Price Per Shares

0.4

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

4.5

$ 21

Series B Warrants

Schedule Of Capitalization Equity [Line Items]

Warrant to purchase of common stock

15

Series C Preferred Stock [Member]

Schedule Of Capitalization Equity [Line Items]

Common stock, par value

$ 0.01

Preferred stock, par value

0.01

Preferred Stock Dividend Shares

36,267

Number of Votes

1,000,000

Series X Preferred Stock [Member]

Schedule Of Capitalization Equity [Line Items]

Preferred stock converted to common stock

27,089,719

Preferred Stock, Shares Outstanding

27,089.719

Preferred stock converted to common stock

27,089,719

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

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

0.4

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

20,003.745

Preferred Stock, Voting Rights

1,000,000

Underwriter Warrants

Schedule Of Capitalization Equity [Line Items]

Exercise price of warrants

$ 142.5

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

Series A-5 Warrants [Member]

Schedule Of Capitalization Equity [Line Items]

Warrant to purchase of common stock

3,478,262

Warrants expiration date

Aug. 21, 2028

Series A-5 Warrants [Member] | Maximum

Schedule Of Capitalization Equity [Line Items]

Common stock exercisable price per share

$ 1.15

Series A-5 Warrants [Member] | Minimum

Schedule Of Capitalization Equity [Line Items]

Common stock exercisable price per share

$ 0.56

Series A-6 Warrants [Member]

Schedule Of Capitalization Equity [Line Items]

Warrant to purchase of common stock

3,478,262

Warrants expiration date

Feb. 21, 2025

Series A-6 Warrants [Member] | Maximum

Schedule Of Capitalization Equity [Line Items]

Common stock exercisable price per share

$ 1.15

Series A-6 Warrants [Member] | Minimum

Schedule Of Capitalization Equity [Line Items]

Common stock exercisable price per share

$ 0.56

August 2023 Series A-7 Warrants

Schedule Of Capitalization Equity [Line Items]

Warrant to purchase of common stock

3,401,787

Exercise price of warrants

$ 0.56

Net proceeds to the Company

$ 1,611,000

Series E pre-funded warrants [Member]

Schedule Of Capitalization Equity [Line Items]

Pre-funded warrants to purchase of common stock

1,395,243

Public offering price for pre-funded warrant

$ 0.55

Number of Pre-funded warrants

1,395,243

Warrant Exchange Agreements

Schedule Of Capitalization Equity [Line Items]

Common stock, shares issued

848

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

$ 43.6

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

$ 4.5

Exercise price of warrants

$ 21

Securities Purchase Agreement [Member]

Schedule Of Capitalization Equity [Line Items]

Common stock, par value

$ 0.01

Common stock, shares issued

2,006,544

ELOC Purchase Agreement [Member]

Schedule Of Capitalization Equity [Line Items]

Common stock, par value

$ 0.01

Proceeds from sale or issuance of shares

$ 50,000,000

Net proceeds to the Company

$ 313,000

Common stock shares issued

$ 200,000

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]

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%

Proceeds from issuance of warrants

$ 3,257,000

Alumni Capital

Schedule Of Capitalization Equity [Line Items]

Number of escrow shares issued

579,710

Number of shares issued

579,710

Alumni Capital | Subsequent Event Member

Schedule Of Capitalization Equity [Line Items]

Number of escrow shares issued

818,840

750,000

750,000

Number of shares issued

818,840

750,000

750,000

Number of Common Stock Shares

5,000,000

Nasdaq Capital Market

Schedule Of Capitalization Equity [Line Items]

Closing price

$ 0.25

$ 0.25

Capital Structure - Schedule of

Capital Structure - Schedule of Warrants Outstanding to Purchase Shares Common Stock Liability (Details) - $ / shares	Sep. 30, 2023	May 01, 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	$ 0.56
Warrants expiration date	Mar. 26, 2025
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	$ 4.5
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	$ 4.5					$ 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				$ 43.6
Warrants expiration date	Jun. 01, 2027
May Warrants, repriced
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	6,013
Exercise price of warrants	$ 4.5
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	$ 1,487.5
Warrants expiration date	May 31, 2026
December 2021 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
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	5,143
Exercise price of warrants	$ 4.5
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 2022 Warrants
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
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
March 2022A Warrants, repriced
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	48,246
Exercise price of warrants	$ 4.5
Warrants expiration date	Dec. 06, 2027
March 2022 Underwriter Warrants
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	5,263
Exercise price of warrants	$ 142.5
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	$ 43.6
Warrants expiration date	May 19, 2027
May 2022 Warrants, repriced
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	14,404
Exercise price of warrants	$ 4.5
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
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
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	142,858
Exercise price of warrants	$ 4.5
Warrants expiration date	Dec. 06, 2027
August 2022 Series A-2 Warrants
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
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	142,858
Exercise price of warrants	$ 4.5
Warrants expiration date	Dec. 06, 2027
August 2022 Placement Agent Warrants
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
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	1,042,787
Exercise price of warrants	$ 4.5
Warrants expiration date	Dec. 06, 2027
December 2022 Placement Agent Warrants
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
MAM Eagle Lender Amendment No. 5 Warrant
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	785,026
Exercise price of warrants	$ 1.8951
Warrants expiration date	Mar. 29, 2033
April 2023 Series A-5 Warrants
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	3,478,262
Exercise price of warrants	$ 0.56
Warrants expiration date	Aug. 21, 2028
April 2023 Series A-6 Warrants
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	3,478,262
Exercise price of warrants	$ 0.56
Warrants expiration date	Feb. 21, 2025
April 2023 Placement Agent Warrants
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	208,696
Exercise price of warrants	$ 1.4375
Warrants expiration date	Apr. 26, 2028
August 2023 Series A-7 Warrants
Schedule Of Capitalization Equity [Line Items]
Warrant to purchase of common stock	3,401,787
Exercise price of warrants	$ 0.56
Warrants expiration date	Oct. 12, 2028

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Nov. 11, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 595	$ 1,062
Stock-Based Compensation Expense	47
Unrecognized compensation expense related to unvested options and time-based RSUs, expected to vest	$ 116
Unrecognized compensation expense related to unvested options, weighted average period	2 years 1 month 6 days
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
Weighted average grant-date fair value of the options awarded to employees	$ 0.24
Time-based RSUs Granted Outside Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Time-based RSU, granted	2
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	$ 240
Time Based Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense related to unvested options, weighted average period	7 months 6 days
Outside Two Thousand Nineteen Plan Stock Options Member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted	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	19,220
TeraImmune 2019 Equity Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grants	0

Stock-Based Compensation - Fair

Stock-Based Compensation - Fair Value of Options Estimated on Date of Grant Using Black-Scholes Option Pricing Model (Details) - Stock Options	9 Months Ended
	Sep. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected option life	5 years 7 months 6 days
Expected volatility	105%
Risk-free interest rate	4.38%
Expected dividend yield	0%

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, beginning balance	1,939
Number of shares, Expired/forfeited/cancelled	(402)
Number of shares, ending balance	1,537	1,939
Number of shares, Vested	1,268
Number of shares, Vested and expected to vest	1,537
Weighted average exercise price, beginning balance	$ 3,509.06
Weighted average exercise price, Expired/forfeited/cancelled	3,891.09
Weighted average exercise price, ending balance	3,412.09	$ 3,509.06
Weighted average exercise price, Vested	3,523.09
Weighted average exercise price, Vested and expected to vest	$ 3,412.09
Weighted average remaining contractual life	7 years 4 months 24 days	6 years 6 months
Weighted average remaining contractual life, Vested	7 years 3 months 18 days
Weighted average remaining contractual life, Vested and expected to vest	7 years 4 months 24 days
Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, beginning balance	0
Granted	973,287
Number of shares, Expired/forfeited/cancelled	0
Number of shares, ending balance	973,287	0
Number of shares, Vested	275,370
Number of shares, Vested and expected to vest	973,287
Weighted average exercise price, beginning balance	$ 0
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	2.37
Weighted average exercise price, Expired/forfeited/cancelled	0
Weighted average exercise price, ending balance	2.37	$ 0
Weighted average exercise price, Vested	2.22
Weighted average exercise price, Vested and expected to vest	$ 2.37
Weighted average remaining contractual life	5 years 4 months 24 days
Weighted average granted remaining contractual life	5 years 7 months 6 days
Weighted average remaining contractual life, Vested	4 years 1 month 6 days
Weighted average remaining contractual life, Vested and expected to vest	5 years 4 months 24 days

Stock-Based Compensation - Su_2

Stock-Based Compensation - Summary of RSUs Activity (Details) - Restricted Stock Units	9 Months Ended
	Sep. 30, 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	(7,558)
Number of shares, Expired/forfeited/cancelled	(386)
Number of shares, ending balance	2,667
Number of shares, Expected to vest	2,667
Weighted average grant date fair value, beginning balance | $ / shares	$ 88.19
Weighted average grant date fair value, Granted | $ / shares	0
Weighted average grant date fair value, vested and settled | $ / shares	3.41
Weighted average grant date fair value, Expired/forfeited/cancelled | $ / shares	1,318.71
Weighted average grant date fair value, ending balance | $ / shares	$ 150.34

Retirement Plan - Additional In

Retirement Plan - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 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	$ 19	$ 17	$ 77	$ 161